SPECTRAL
Medical

SPECTRAL MEDICAL INC.
MANAGEMENT INFORMATION CIRCULAR
SOLICITATION OF PROXIES

April 17, 2025

This Management Information Circular (this "Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of Spectral Medical Inc. ("Spectral" or the "Company") for use at the annual general meeting (the "Meeting") of holders ("Shareholders") of common shares in the capital of the Company ("Shares") to be held by way of a live audio webcast at https://meetnow.global/MY2YV22 and in person at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay St., Toronto, ON, M5L 1B9, on June 5, 2025 at 1:00 pm (Toronto time) and any adjournments or postponements thereof for the purposes set forth in the accompanying Notice of Annual General Meeting of Shareholders (the "Notice of Meeting"). The solicitation will be primarily by mail, but proxies may also be solicited personally or by telephone by directors, officers or employees of the Company. The cost of such solicitation will be borne by the Company.

The Company will not be using the notice-and-access mechanism under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for distribution of the Meeting Materials (as defined herein) to Shareholders.

Unless otherwise specified herein, the information contained herein is given as of April 17, 2025.

PARTICIPATING IN THE IN PERSON MEETING

Attending the In Person Meeting

The Meeting will be hosted in person at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay St., Toronto, ON, M5L 1B9.

Voting at the In Person Meeting

If you are a Registered Shareholder (as defined below) you may vote your Shares at the Meeting in person. If you do not plan to attend the Meeting in person, please see the "How to Vote" section below for additional ways you can vote your Shares before the Meeting.

If you are a Non-Registered Shareholder (as defined below) and want to attend the Meeting and vote your Shares in person, strike out the names of the Company representatives named in the enclosed proxy or the voting instruction form ("VIF") and print your name in the space provided. If you want to appoint someone else to attend the Meeting and vote your Shares for you according to your instructions, print their name in the space provided on the proxy or VIF. The person does not need to be a Shareholder. Then carefully follow the instructions provided by your intermediary for returning the applicable form. A VIF cannot be used to vote your Shares directly at the Meeting.

PARTICIPATING IN THE VIRTUAL MEETING

Attending the Virtual Meeting

The Meeting will be hosted virtually, by way of a live audio webcast. Shareholders, duly appointed proxyholders and guests can attend the meeting online by going to https://meetnow.global/MY2YV22.

Registered Shareholders (as defined below) and duly appointed proxyholders can participate in the Meeting by clicking “Shareholder” and entering a Control Number or an Invite Code before the start of the Meeting.

(i) Registered Shareholders – the 15-digit Control Number is located on the form of proxy or in the email notification you received.

(ii) Duly appointed proxyholders – Computershare Investor Services Inc. (“Computershare”) will provide the proxyholder with an Invite Code by email after the voting deadline has passed. Please see “Appointment and Revocation of Proxies” section below for information on validly appointing proxyholders.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders. Non-Registered Shareholders (as defined below) who have not appointed themselves and others may attend the Meeting by clicking “Guest”.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/SpectralMedical not later than 48 hours prior to the Meeting and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code by email.

In order to participate online in the virtual Meeting, Shareholders must have a valid 15-digit Control Number and proxyholders must have received an email from Computershare containing an Invite Code.

The virtual meeting platform is fully supported across most commonly used web browsers other than Internet Explorer, which is not supported. We encourage you to access the Meeting prior to the start time.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

Participating in the Virtual Meeting

The Meeting will be hosted online by way of a live webcast. A summary of the information Shareholders will need to attend the virtual Meeting is provided below.

Registered Shareholders and appointed proxyholders: Only those who have a 15-digit Control Number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare (see details under the heading “Appointment and Revocation of Proxies” below), will be able to vote and submit questions during the Meeting. To do so, please go to https://meetnow.global/MY2YV22 prior to the start of the Meeting to login. Click on ‘Shareholder’ and enter your 15-digit Control Number or click on ‘Invitation’ and enter your Invite Code.

United States Beneficial Shareholders: To attend and vote at the virtual Meeting, you must first obtain a valid Legal Proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with the proxy materials or contact your broker or bank to request a Legal Form of proxy. After first obtaining a valid Legal Proxy from your broker, bank or other agent, you must submit a copy of your Legal Proxy to Computershare in order to register to attend the Meeting. Requests for registration should be sent:

By mail to: COMPUTERSHARE
100 UNIVERSITY AVENUE 8TH FLOOR
TORONTO, ON M5J 2Y1

By email at: [email protected]

Requests for registration must be labeled as "Legal Proxy" and be received no later than 48 hours prior to the Meeting. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Meeting and vote your shares at https://meetnow.global/MY2YV22 during the Meeting. Please note that you are required to register your appointment at http://www.computershare.com/SpectralMedical.

Voting at the Virtual Meeting

Computershare has been appointed to review and tabulate proxies for the Meeting. A Registered Shareholder (or a Non-Registered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the Meeting, will appear on a list of proxyholders prepared by Computershare. To be able to vote their shares at the Meeting, each Registered Shareholder or proxyholder will be required to enter their Control Number or Invite Code provided by Computershare at https://meetnow.global/MY2YV22 prior to the start of the Meeting.

In order to vote, Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/SpectralMedical after submitting their voting instruction form in order to receive an Invite Code (see details under the heading "Appointment and Revocation of Proxies" below).

If a Shareholder who has submitted a proxy attends the Meeting via webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast online by such shareholder on a ballot will be counted and the votes previously submitted will be disregarded.

VOTING PROCEDURES

Who Can Vote

You are entitled to vote if you are a Shareholder of record as of the close of business on April 23, 2025 (the "Record Date"). All such Shareholders will be entitled to one vote at the Meeting for each Share held except to the extent that such Shareholder has transferred any of such Shares after the Record Date and the transferee of any of such Shares produces properly endorsed Share certificates or otherwise establishes ownership thereof and makes a written demand not later than seven clear days before the Meeting to be included in the list of Shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such Shares.

How to Vote

Regardless of how many Shares are owned by any particular Shareholder, the board of directors of the Company (the "Board") encourages all Shareholders to vote. You can vote at the Meeting by following the instructions outlined above under the "Participating in the In Person Meeting" and "Participating in the Virtual Meeting" sections or by using the enclosed VIF or proxy accompanying this Circular to vote using one of the options set out in the chart below prior to the Meeting. Voting is quick and easy.

REGISTERED SHAREHOLDERS (YOU HOLD A PHYSICAL SHARE CERTIFICATE REGISTERED IN YOUR NAME) THERE ARE 3 WAYS TO VOTE USING THE ENCLOSED PROXY
1. VOTE BY INTERNET
Go to: www.investorvote.com and vote using your Control # located on the front of your proxy. Follow the voting instructions on screen.	2. VOTE BY TELEPHONE:
Call toll-free English 1-866-732-8683 and vote using your Control # located on your proxy. International shareholders can call 312-588-4290.	3. VOTE BY MAIL:
Mark, sign and date your proxy form and return it in the enclosed non-postage pre-paid envelope.
CANADIAN BENEFICIAL SHAREHOLDERS (YOU HOLD SHARES THROUGH A CANADIAN BANK, BROKER OR INTERMEDIARY) THERE ARE 3 WAYS TO VOTE USING YOUR VOTING INFORMATION FORM
1. VOTE BY INTERNET:
Go to: WWW.PROXYVOTE.COM and vote using the 16 digit Control Number located on your VIF.	2. VOTE BY TELEPHONE:
Call toll-free English 1-800-474-7493 or French 1-800-474-7501 and vote using the 16 digit Control Number located on your VIF.	3. VOTE BY MAIL:
Mark, sign and date your VIF and return it in the enclosed non-postage pre-paid envelope.
UNITED STATES BENEFICIAL SHAREHOLDERS (YOU HOLD SHARES THROUGH A BANK, BROKER OR INTERMEDIARY) THERE ARE 3 WAYS TO VOTE USING YOUR VOTING INFORMATION FORM
1. VOTE BY INTERNET:
Go to: WWW.PROXYVOTE.COM and vote using the 16 digit Control Number located on your VIF.	2. VOTE BY TELEPHONE:
Call the toll-free number listing on your VIF and vote using the 16 digit Control Number located on your VIF.	3. VOTE BY MAIL:
Mark, sign and date your VIF and return it in the enclosed non-postage pre-paid envelope.

BOARD RECOMMENDATION

The Board recommends that Shareholders vote “FOR”:

(i) Each of the proposed director nominees, whose names are set forth in the Circular; and
(ii) The reappointment of MNP LLP, Chartered Professional Accountants, as auditor of the Company, to hold office until the earlier of the next annual meeting of Shareholders or their successors are appointed, and for the authorization for the directors to fix the auditor's remuneration,

all as described in more detail below.

REGISTERED SHAREHOLDERS

Registered shareholders ("Registered Shareholders") are shareholders whose names appear directly on the share register of the Company maintained by the Company's transfer agent, Computershare, as the direct holders of Shares. Only Registered Shareholders or the persons they appoint as their proxies are permitted to vote at the Meeting. Registered Shareholders who are unable to attend the Meeting or any adjournment thereof online are encouraged to vote by completing the enclosed form of proxy or, alternatively, by telephone or over the internet, in each case in accordance with the enclosed instructions.

The form of proxy accompanying this Circular confers discretionary authority upon the proxy nominee with respect to any amendments or variations to matters identified in the Notice of Annual Meeting

accompanying this Circular and any other matters that may properly come before the Meeting. As at the date of this Circular, Spectral's management is not aware of any such amendments or variations, or of other matters to be presented for action at the Meeting.

NON-REGISTERED SHAREHOLDERS (BENEFICIAL SHAREHOLDERS)

The information in this section is of significant importance to Shareholders who do not hold their Shares in their own name. Shares beneficially owned by non-registered Shareholders ("Non-Registered Shareholders") are registered either:

(i) in the name of an intermediary (an "Intermediary") that the Non-Registered Shareholder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or
(ii) in the name of a depository (a "Depository", such as The Canadian Depository for Securities Limited) of which the Intermediary is a participant.

Non-Registered Shareholders, wishing to vote their Shares, must instruct their Intermediary or Depository to vote their Shares on their behalf. Shares of a Non-Registered Shareholder will not be voted at the Meeting unless the Non-Registered Shareholder instructs its Intermediary or Depository to do so. The Intermediary or Depository must receive a Non-Registered Shareholder's voting instructions in sufficient time for the Intermediary or Depository to act on them. Non-Registered Shareholders that wish to vote in person at the Meeting must carefully follow the steps provided by their Intermediary or Depository to appoint themselves or another representative to vote at the Meeting.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Company has distributed copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the "Meeting Materials") to the clearing agencies, Intermediaries and Depository for onward distribution to Non-Registered Shareholders. The Company has elected to pay for the delivery of Meeting Materials to Non-Registered Shareholders. Intermediaries often use service companies to forward the Meeting Materials to Non-Registered Shareholders.

If you are a Non-Registered Shareholder of the Company, your Intermediary will send you a VIF or form of proxy accompanying this Circular. The VIF will instruct the Intermediary how to vote your Shares at the Meeting on your behalf. You must follow the instructions from your Intermediary to vote. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada ("Broadridge"). Broadridge typically mails a VIF to the Non-Registered Shareholders and asks Non-Registered Shareholders to return the VIF to Broadridge (in some cases the completion of the VIF may be by telephone or the internet). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting.

A Non-Registered Shareholder may also receive, on occasion, a form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature) and is restricted as to the number of Shares beneficially owned by that particular Non-Registered Shareholder. This form of proxy is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Shareholder when submitting it. In this case, the Non-Registered Shareholder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the Company c/o Computershare as provided above.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Shares that they beneficially own. Should Non-Registered Shareholders who receive one of the above forms wish to vote at the Meeting in person, such Non-Registered Shareholders should strike out the names of the designated proxyholders and insert the Non-Registered Shareholder's name in the blank space provided.

In either case, Non-Registered Shareholders should carefully follow the instructions of their Intermediary or Depository including those regarding when and where the proxy or proxy authorization form is to be delivered and may be revoked.

Additionally, the Company may utilize the Broadridge QuickVote™ service to assist eligible Non-Registered Shareholders with voting their Shares. There are two kinds of Non-Registered Shareholders: (i) those who object to their name being made known to the issuers of securities that they own (called "OBOs" or Objecting Beneficial Owners); and (ii) those who do not object (called "NOBOs" or Non-Objecting Beneficial Owners).

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the accompanying form of proxy are directors and a senior officer of the Company. A Shareholder has the right to appoint a person, other than the persons specified in the accompanying form of proxy, who need not be a Shareholder, to attend and act for him or her and on his or her behalf at the Meeting. A Shareholder desiring to appoint some other person as his or her proxy holder may do so by either inserting such person's name in the blank space provided in the form of proxy or by completing another legal form of proxy.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their proxy or VIF (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their proxy or VIF. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting.

To register a proxyholder, Shareholders MUST visit http://www.computershare.com/SpectralMedical not less than 48 hours prior to the Meeting and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

Without an Invite Code, proxyholders will not be able to attend and vote at the Meeting.

If a Shareholder does not appoint a third-party proxyholder in such manner, then the person first named as proxy holder in the form of proxy will exercise the proxy with automatic substitution of the succeeding named proxy holder if such first named proxy holder does not attend the Meeting and automatic substitution of the third named proxy holder, if any, if such second named proxy holder does not attend the Meeting.

DEPOSIT OF PROXY

Registered Shareholders desiring to vote by proxy may do so by:

(a) depositing a signed and dated proxy with the Corporate Secretary of the Company or with Computershare, at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1; or
(b) using any other method described in the proxy, such as internet voting, by following the instructions for such method set out in the proxy, in which case the Registered Shareholder will need the Control Number set out in the proxy.

In all cases, to be valid, a proxy (or other acceptable form of proxy vote) must be received before 1:00 p.m. (Toronto time) on June 3, 2025 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) preceding the day and time the adjourned Meeting is reconvened. Late proxies may be accepted or rejected by the chairman of the Meeting (the "Chair") in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.

REVOCATION OF PROXY

A Shareholder executing the enclosed form of proxy has the right to revoke it under Subsection 110(4) of the Business Corporations Act (Ontario) (the "OBCA"). A Shareholder may revoke a proxy as to any matter on which a vote has not already been cast pursuant to the authority conferred by such proxy and may do so: (a) by completing and signing a proxy bearing a later date and depositing it as aforesaid; (b) by depositing an instrument in writing revoking the proxy executed by the Shareholder, or by his or her attorney authorized in writing, before 1:00 p.m. (Toronto time) on June 3, 2025 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) preceding the day and time the adjourned Meeting is reconvened; or (c) in any other manner permitted by law. Please note, only a Registered Shareholder can revoke a proxy. Non-Registered Shareholders should follow the instructions provided by their Intermediary or Depository. A Non-Registered Shareholder may revoke a VIF given to an Intermediary by written notice to the Intermediary, except that an Intermediary may not act on a revocation of a VIF which is not received by the Intermediary in sufficient time prior to the Meeting.

EXERCISE OF DISCRETION BY PROXIES

The management representatives named in the accompanying form of proxy will vote the Shares in respect of which they are appointed or will withhold such Shares from voting in accordance with the direction of the Shareholders appointing them.

In the absence of such direction, such Shares will be voted in favour of the matters set out in the Notice of Meeting. The accompanying form of proxy confers discretionary authority upon the persons named therein to vote in accordance with his or her best judgment with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting and any reconvened Meeting. At the date of this Circular, management of the Company knows of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

As at the date hereof, other than as disclosed herein, to the knowledge of the directors and senior officers of the Company, none of the directors or officers of the Company who have been a director or executive officer of the Company at any time since the beginning of the Company's last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, other than the election of directors.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

As at April 17, 2025, the Company had 285,117,225 Shares issued and outstanding. All Shareholders of record at the close of business on the Record Date will be entitled to one vote at the Meeting for each Share held except to the extent that such Shareholder has transferred any of such Shares after the Record Date and the transferee of any of such Shares produces properly endorsed Share certificates or otherwise establishes ownership thereof and makes a written demand not later than seven clear days before the Meeting to be included in the list of Shareholders entitled to vote at the Meeting, in which case the transferee will be entitled to vote such Shares.

Two persons present in person or represented by proxy at the Meeting holding not less than 25% of the Shares entitled to vote at the Meeting constitute a quorum for the transaction of business at the Meeting.

Other than as set forth below, as of the date hereof, to the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially own, or exercise control or direction over, directly or indirectly, 10% or more of the issued and outstanding Shares:

(i) Toray Industries, Inc. ("Toray") owns and controls 45,630,105 Shares, or approximately 16%, of the currently issued and outstanding Shares, calculated on a non-diluted basis.

(ii) Birch Hill Equity Partners Management Inc. ("Birch Hill") acts as the general partner of each of Birch Hill Equity Partners IV, LP, Birch Hill Equity Partners (US) IV, LP, and Birch Hill Equity Partners (Entrepreneurs) IV, LP (collectively, "LPs"). Birch Hill, on behalf of the LPs, owns and controls 36,210,017 Shares representing approximately 13% of the issued and outstanding Shares, calculated on a non-diluted basis.

BUSINESS OF THE MEETING

1. CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

At the Meeting, the consolidated financial statements for the year ended December 31, 2024 and the auditor's report thereon will be presented by management of the Company. Such consolidated financial statements are contained in the Annual Report of the Company, copies of which have been mailed, together with the Meeting Materials, to Shareholders.

2. ELECTION OF DIRECTORS

The articles of the Company (the "Articles") provide that the Board shall consist of a minimum of three and a maximum of ten directors. The Board has been empowered to determine from time to time by resolution the number of directors within that provided for in the Articles.

The Board currently consists of seven directors and the Board has determined to continue with the same the number of Directors. Directors are elected annually at the annual Shareholder meeting and their term of office expires at the next annual Shareholder meeting, unless earlier terminated.

Toray is entitled to nominate one director to the Board for so long as Toray owns in the aggregate not less than 10% of the issued and outstanding Shares (on a non-diluted basis). Mr. Jun Hayakawa is currently the Toray representative.

Birch Hill is entitled to nominate one director to the Board for so long as Birch Hill owns in the aggregate not less than 5% of the issued and outstanding Shares (on a non-diluted basis). Mr. William Stevens is the Birch Hill representative.

Seven nominees are proposed for election to hold office until the next annual meeting of Shareholders or until their successors are duly elected or appointed in accordance with the by-laws of the Company. Unless contrary instructions are indicated on the form of proxy or voting instruction form, the persons designated in the accompanying form of proxy or voting instruction form intend to vote FOR the election of the nominees whose names are set forth below. Management of the Company does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy will exercise discretionary authority to vote for the election of any other person or persons as directors unless they have been otherwise instructed on the form of proxy.

On April 15, 2013, the Board adopted a majority voting policy providing that if any proposed nominee receives a greater number of votes "withheld" from his or her election than votes "for" such election, then such nominee is expected to offer to resign. The Nomination & Governance Committee will review any such offer of resignation and make a recommendation to the Board. The Board will determine whether to accept the resignation and will announce its decision within 90 days following the shareholders' meeting. If the Board rejects the offer, it will disclose the reasons why. If the Board accepts the offer, it may appoint a new director to fill the vacancy. The policy would not, however, apply in circumstances involving contested director elections.

The following table and the notes thereto set out the name, province or state and country of residence of each person proposed to be nominated for election as a director of the Company; all of the major positions and offices held in the Company by such person; the principal occupation or employment of such person; the year in which such person became a director of the Company or a predecessor of the Company; and the number of Shares, options to acquire Shares, deferred share units ("DSUs") that each director has advised the Company that such person beneficially owns, or controls or directs, directly or indirectly, as at the date of this Circular. The Company has not independently verified such information.

Name, Province/State and Country of Residence, Position with the Company and Principal Occupation	Director Since	Average tenure (years)	Number of Shares Beneficially Owned (1)(2)	Options to Acquire Shares Held (2)(3)	Warrants (2)(3)	RSUs to Acquire Shares Held (2)(3)	DSUs to Acquire Shares Held (2)(3)	PSUs to Acquire Shares Held (2)(3)
MR. Cristiano Franzi (7)
Herrliberg, Switzerland
Director	2024	1	-	-	-	-	276,195	-
MS. JANELLE D'ALVISE (6)(9)
California, USA
CEO, Radio Eye Inc.	2021	4	-	300,952	-	-	884,026	-
MR. JUN HAYAKAWA (7)
Tokyo, Japan
Director
General Manager, Pharmaceutical & Medical Products Business Planning Division, Toray Industries, Inc.	2018	7	-	-	-	-	-	-
Mr. DAVID WILLIAM Jr.
FEIGAL (6) (8) (12)
California, USA
Director	2023	2	-	-	-	-	676,402	-
MR. CHRIS SETO
Ontario, Canada
Director
CEO & CFO	2021	4	1,164,870	5,217,292	167,435	3,389,805	-	-
MR. WILLIAM STEVENS (10) (9)
Ontario, Canada
Director
President of GS Investment Corp.	2014	11	895,432	505,702	208,432	-	983,598	-
DR. PAUL M. WALKER (4) (5) (8) (11)	2001	24	1,878,855	2,127,292	-	85,445	850,675	-

| Ontario, Canada
Director | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |

Notes:

(1) Information as to Shares beneficially owned is based on information provided by the respective directors and officers and has not been independently verified by the Company.

(2) Information is reported as of the date of this Circular.

(3) Each option/warrant/RSU/DSU/PSU is exercisable on its terms for one Share.

(4) Chairman of the Board.

(5) Chairman of the Human Resources and Compensation Committee.

(6) Member of the Finance and Audit Committee.

(7) Member of the Nomination and Governance Committee.

(8) Chairman of the Nomination and Governance Committee.

(9) Member of the Human Resources and Compensation Committee.

(10) Chairman of the Finance and Audit Committee.

(11) These Shares are held directly by Dr. Walker and by entities over which he has control or direction.

(12) Mr. Feigal was appointed as the member of the board and Finance and Audit committee on June 22, 2023.

(13) Mr. Franzi was appointed as the member of the board and Nomination and Governance Committee on June 7, 2024.

A brief biography of each nominee follows:

Jan D'Alvise

Ms. D'Alvise has served on the Board since 2021. Ms. D'Alvise is a serial CEO/entrepreneur with extensive experience in the pharmaceutical, diagnostic, medical device, health IT/AI, and drug discovery research segments of the healthcare industry; and she has previously served on the boards of numerous medical device and pharmaceutical companies and research non-profits. Ms. D'Alvise is currently the Managing Partner at HealthPath Strategies, an executive management consulting firm that advises numerous startup companies in the life-science sector. She is also an entrepreneur-in-residence at San Diego CONNECT and the Cedars-Sinai Accelerator. From 2016 to 2023, Ms. D'Alvise served as the President and CEO of Acasti Pharma, Inc., a specialty pharma company from 2016 through 2023, and served on their board of directors. Prior to Acasti, Ms. D'Alvise was the President and Chairman of Pediatric Bioscience, a private company developing a diagnostic test for autism. Before that, she was the CEO of Gish Biomedical, a cardiopulmonary medical device company that she sold to the Sorin Group. Prior to Gish, Ms. D'Alvise was the CEO and member of the board of trustees for the Sidney Kimmel Cancer Center, a drug discovery research institute developing oncology medicines that she sold to the Sanford Burnham Prebys Institute. Prior to SKCC, Ms. D'Alvise was the Co-Founder/President & CEO/Chairman of NuGEN, Inc., and the Co-Founder, Executive VP/COO and a board member of Metrika, Inc. Ms. D'Alvise built both companies from a technology concept through to successful regulatory approvals, product introduction, and sustainable revenue growth. Ms. D'Alvise was also a VP of Drug Development at Syntex/Roche, and Business Unit Director of their Pain and Inflammation business, and VP of Commercial Operations at SYVA, (Syntex's clinical diagnostics division). Ms. D'Alvise received a B.S. in Biochemistry from Michigan Technological University, and she completed post-graduate studies at the University of Michigan, Stanford University, and the Wharton Business Schools.

David W. Feigal, Jr.

Dr. Feigal brings over four decades of experience in regulatory affairs and clinical research of medical devices, biologics, and products in multiple therapeutic areas. He is currently a Partner in NDA Partners. He spent 12 years with the US Food & Drug Administration ("FDA") where he was Director, Center for Devices & Radiological Health, Director, Division of Anti-infective & Antiviral Drug Products, Center for Drug Evaluation & Research, and Deputy Director, Center for Biologics Evaluation & Research. He is the former

Vice President of Global Regulatory Strategy, Amgen, and former Senior Vice President, Head of Global Regulatory and Global Safety Surveillance at Elan Corporation. Before joining the FDA, he worked for 10 years within the academic and hospital settings of the University of California in San Diego, San Francisco, and Davis.

Dr. Feigal has contributed to global government programs conducted by the World Health Organization, the European Medicines Evaluation Agency, the National Institutes of Health, and others. He has served on numerous committees within the U.S. Department of Health and Human Services, has served on boards of both companies and funds, is a renowned speaker, and has published over 50 papers. He holds a BA from University of Minnesota, an MD from Stanford University and a Master of Public Health from the University of California, Berkeley.

Jun Hayakawa

Mr. Hayakawa has served on the Board since May 2018. He is the Corporate Vice President at Toray, and has been responsible for the Pharmaceuticals & Medical Products Division since April 2024. In his 36 years of experience at Toray, Mr. Hayakawa has held various roles, including positions in research and development management, project management, licensing and business development in the fields of pharmaceuticals, medical devices and in vitro diagnostics. In the early stages of his career at Toray, Mr. Hayakawa was involved in medicinal chemistry of opioid compounds. Notably, he invented Remitch, a product for a relief of itching for end-stage renal disease and liver disease patients. Mr. Hayakawa received a master's degree in Organic Chemistry at Keio University in 1990 and joined Toray the very same year.

Chris Seto

Mr. Seto is the Chief Executive Officer of the Company and has served on the Board since November 12, 2021. He was previously also the Chief Financial Officer of the Company prior to April 4, 2022 and then again resumed as Chief Financial Officer on December 1, 2023. Prior to joining the Company, Mr. Seto was the Chief Financial Officer of MJardin Group Inc. ("MJardin"), a Canadian cannabis company listed on the Canadian Securities Exchange and prior to that he was the Chief Financial Officer of GrowForce Holdings Inc., which was acquired by MJardin in 2018. He has also held senior roles in investment banking at Paradigm Capital, UBS and CIBC World Markets. Mr. Seto holds an MBA from the Ivey Business School at the University of Western Ontario, his CMA from the Society of Management Accountants of Ontario and a B.Comm, Finance & Accounting from McMaster University.

William Stevens

Mr. Stevens has served on the Board since 2014. Mr. Stevens is the President of GS Investment Corp. ("GSIC"), a private investment management company; he is also CEO of GS Dunn Limited and President of Nutri-Pea LP, both of which are GSIC portfolio companies. Mr. Stevens brings over 25 years of experience in the capital markets and the investment industry to the Company. He has held senior roles in investment banking and private equity and has a successful track record of value creation for shareholders. Mr. Stevens holds a BA in Economics from Harvard College and an MBA from Harvard Business School.

Paul Walker

Dr. Walker, M.D., Ph.D., F.R.C.S.C., has served as a director since April 2001. He also served as the Company's President and Chief Executive Officer from April 2001 until April 2021. Previously, he held the position of Chief Operating Officer of Toronto General Hospital, and was Surgeon in Chief and Vice President of the Surgical Directorate of the University Hospital Network in Toronto, Ontario. Dr. Walker was an active Vascular Surgeon and the Director of the Intensive Care Program, and Professor of Medicine and Laboratory Medicine at the University of Toronto. He received his M.D. from the University of Western Ontario, his Ph.D. from the Salgrenska University of Göteborg, Sweden, and is a graduate of the Advanced Management Program from Harvard School of Business as well as the Advanced Program for Chiefs of Clinical Services from Harvard School of Public Health.

Cristiano Franzi

Mr. Cristiano Franzi is a seasoned global healthcare executive and board director with a 30-year track record at leading global Med-Tech companies. As President EMEA for businesses of up to $4 billion in size at Baxter, Medtronic, and Covidien, Mr. Franzi has proven his ability to deliver value by developing compelling visions, identifying new market opportunities, and articulating clear growth strategies while streamlining operations and implementing highly disciplined business models. From 2017 to 2023, Mr. Franzi served as President of Baxter EMEA and as a Member of Baxter's global Executive Leadership team, where his most recent experience included serving as the interim global lead for the spin-off of the $4.5 billion Renal Care business ("Vantive"). Prior to Baxter, Mr. Franzi served as President, EMEA at Medtronic, and prior to that as President, EMEA at Covidien. Before that, he was the Vice President, International Marketing and Business Development at ev3, a private equity-backed medical device start up, where he played a key role in the international expansion of ev3 from inception to its $156 million IPO in 2005. Additionally, he has served as an industry leader on the Board of MedTech Europe, the industry association in Europe. Mr. Franzi also serves as an expert advisor to leading global private equity firms. Mr. Franzi completed the Advanced Management Program (AMP197) at Harvard Business School, holds an MBA from George Washington University, and a bachelor's degree in business administration from The American University.

Disclosure Regarding Prior Regulatory and Bankruptcy Orders or Proceedings

Other than as set out in this Circular, to the knowledge of management, no proposed director or a holding company of such proposed director has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Other than as set out in this Circular, no proposed director of the Company:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that,

(i) was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b) is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Ms. D'Alvise, a director of the Company, was CEO of Pediatric Bio, a U.S.-based company which filed for bankruptcy after a failed pivotal trial for its only asset.

3. REAPPOINTMENT OF AUDITORS

Unless contrary instructions are indicated on the form of proxy or voting instruction form, the persons designated in the accompanying form of proxy or voting instruction form intend to vote FOR the reappointment of MNP LLP, Chartered Professional Accountants, as auditors of the Company, to hold office until the earlier of the next annual meeting of Shareholders or their successors are appointed, and for the authorization of the directors to fix the auditors' remuneration. MNP LLP was first appointed as auditors of the Company on July 11, 2024.

2024 VOTING RESULTS

The following briefly describes the matters voted upon and the outcome of the votes at the 2024 annual general meeting of the Company that was held on June 7, 2024.

1. ELECTION OF DIRECTORS

The following seven nominees were elected as directors of the Company by a vote held by ballot in respect of each nominee as follows:

Nominee	Votes For	%	Votes Withheld	%
Jan D'Alvise	143,678,222	99.06	1,357,135	0.94
David W. Feigal, Jr.	144,442,584	99.59	592,773	0.41
Cristiano Franzi	144,642,784	99.73	392,573	0.27
Jun Hayakawa	144,584,384	99.69	450,973	0.31
Chris Seto	124,845,604	86.08	20,189,753	13.92
William Stevens	143,677,222	99.06	1,358,135	0.94
Paul Walker	141,938,265	97.86	3,097,092	2.14

2. REAPPOINTMENT OF AUDITOR

A resolution re-appointing PricewaterhouseCoopers LLP, Chartered Accountants, as auditors of the Company was passed. The results of the vote were as follows:

Votes For	%	Votes Withheld	%
144,572,562	95.01	7,592,316	4.99

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Company's executive compensation program is designed to provide short and long-term rewards to executive officers and other employees that are consistent with individual and corporate performance and the employee's contribution to Spectral's objectives. The objectives of the Company with respect to compensation of executive officers are to provide compensation levels necessary to attract and retain high quality executives and to motivate key executives to contribute to the success of the Company. These objectives are to be met by the principal components of the Company's executive compensation program, as set out in greater detail below.

The total compensation plan for senior executives of the Company includes four components: base salary, annual discretionary cash bonus, annual benefits and a long-term component.

The Company does not intend to make any significant changes to its compensation policies and practices in the next financial year.

The Board, upon the recommendations of the Human Resources & Compensation Committee, considers the implications of any risks associated with the Company's compensation policies and practices. On an annual basis, the Human Resources & Compensation Committee reviews the compensation of, among others, the Named Executive Officers (as defined under the heading "Summary Compensation Table" below), including bonuses, and presents their recommendations to the Board for evaluation, review and approval. The Board has not identified any risks arising from the Company's compensation policies or practices that could encourage a Named Executive Officer to take inappropriate or excessive risks or that are reasonably likely to have a material adverse effect on the Company.

Directors and officers are not permitted to purchase financial instruments, including, for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds, that are designed to hedge or offset a decrease in market value of the Shares granted as compensation or held, directly or indirectly, by the director or officer.

Base Salary

Base salary is reflective of responsibilities and annual increases should, at a minimum, reflect inflationary pressures and changes in duties. At the date of hire, base salary is determined using a number of factors including industry comparators and relevant experience and is set out in the employment agreement. Annual increases are determined based upon reference to data on compensation levels of executives in comparable companies (i.e. public companies in the drug development/biotech/healthcare sector) as well as annual performance evaluation and underlying economic circumstances. The Human Resources & Compensation Committee recommends the annual base salary increases for the Chief Executive Officer and the direct reports of the Chief Executive Officer to the Board for approval.

Annual Incentive Plans and Benefits

Cash bonuses are awarded to recognize the achievement of annual corporate objectives and to recognize contributions that enhance the intrinsic value of the Company. Benefits commensurate with those paid to senior officers of companies of similar size and scope to the Company are paid to Spectral's executive officers.

The annual incentive plan is a cash performance plan under which a payment is made to executives following the end of the Company's fiscal year, based on the achievement of established Company and individual goals. Generally, management of the Company prepares an annual business plan, comprised of a budget and corporate/strategic and financial objectives, which is reviewed and approved by the Board. Bonuses are generally paid to management if the corporate/strategic and financial objectives in such business plan are achieved by the Company, as evaluated at the end of the year by the Human Resources

& Compensation Committee. The Human Resources & Compensation Committee may also recommend bonuses based on other criteria where circumstances merit. The Board can exercise discretion, either to award compensation absent attainment of the relevant performance goals or to reduce or increase the size of any award or payout. During 2024, the Board awarded RSUs under the annual incentive plan in connection with performance goals.

The annual objectives of the Company are presented to the Human Resources & Compensation Committee early in the fiscal year and regular updates are provided to the Human Resources & Compensation Committee by the Chief Executive Officer during the year. Following the completion of the fiscal year, the Chief Executive Officer presents an evaluation of corporate performance versus objectives to the Human Resources & Compensation Committee. The Chief Executive Officer also presents the recommended incentive plan payments for each of his direct reports to the Human Resources & Compensation Committee with reference to the achievement of individual objectives. The Board, on recommendation from the Human Resources & Compensation Committee, has final approval of the amounts paid to the Chief Executive Officer and his direct reports under the annual incentive plan.

Long-Term Component

Prior to 2020, the long-term component of compensation for executive officers, including the Chief Executive Officer, was based on stock options. This component of compensation was intended to reinforce management's commitment to long-term improvements in Spectral's performance and increased Shareholder value. The Company's Amended Stock Option Plan V (the "Legacy Stock Option Plan") provided for initial option grants upon hire. Thereafter, options could be granted based upon the recommendations of the Human Resources & Compensation Committee. The Chief Executive Officer recommended the amount of option grants for each of his direct reports to the Human Resources & Compensation Committee. The Human Resources & Compensation Committee, after making any revisions deemed necessary, recommended the option grants to the Board for approval. Previous grants of options were taken into account when considering new grants because the Legacy Stock Option Plan was subject to certain limits. See "Equity Compensation Plans" below.

A new long term incentive plan (the "LTIP") was approved at the 2020 annual and special meeting which became effective May 1, 2020, and was re-approved at the 2023 annual and special meeting, as filed on SEDAR+ on May 11, 2023 as Schedule "A" to the 2023 management information circular. Options issued and outstanding under the Legacy Stock Option Plan will remain issued and outstanding. No additional Options will be granted under the Legacy Stock Option Plan.

The LTIP allows for a variety of equity based awards that provide different types of incentives to be granted to certain executive officers, employees and consultants of the Company (in the case of options ("Options"), performance share units ("PSUs") and restricted share units ("RSUs")) and directors of the Company (in the case of Options and deferred share units ("DSUs")). Options, PSUs, RSUs and DSUs are collectively referred to herein as "Awards". Each Award represents the right to receive Shares, or in the case of PSUs, RSUs and DSUs, Shares or cash, in accordance with the terms of the LTIP. The following discussion is qualified in its entirety by the text of the LTIP.

Under the terms of the LTIP, the Board, or if authorized by the Board, the Human Resources & Compensation Committee of the Company, may grant Awards to eligible participants, as applicable. Participation in the LTIP is voluntary and, if an eligible participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other than by will or the laws of descent and distribution. Previous grants of options are taken into account when considering new grants under the LTIP. The Human Resources & Compensation Committee, with input from management, reviews the LTIP on an annual basis, or more often if needed, and makes recommendations to the Board with respect to any proposed amendments to the LTIP.

The maximum number of Shares that may be: (i) issued to insiders of the Company within any one-year period; or (ii) issuable to insiders of the Company at any time, in each case, under the LTIP alone, or when

combined with all of the Company's other security-based compensation arrangements, including the Legacy Stock Option Plan, cannot exceed 10% of the aggregate number of Shares issued and outstanding from time to time, as determined on a non-diluted basis (the "Insider Limits"). Other than the Insider Limits, the LTIP does not provide for a maximum number of Awards to be issued to any individual.

Compensation of the Chief Executive Officer

The total compensation package available for the Chief Executive Officer includes a base salary, a discretionary-bonus component, benefits and a long-term component based on Options, RSUs and PSUs. Compensation is based upon the factors outlined above, including a comparison with compensation of senior officers of companies of similar size and scope to Spectral and the performance of Spectral. The Chief Executive Officer's compensation is determined in accordance with the procedures outlined above.

Performance Graph

The Shares are listed and posted for trading on the TSX under the symbol "EDT".

The following line graph compares the Company's total Shareholder return for $100 invested in Shares on December 31, 2019 with the cumulative total return on the TSX Composite Index for the five most recently completed financial years of the Company.

	31-Dec
	2019	2020	2021	2022	2023	2024
Closing Price of Shares on the TSX	$0.72	$0.41	$0.22	$0.37	$0.43	0.50
Spectral	$100	$56.25	$30.56	$51.39	$59.03	$69.44
TSX Composite Index Return	$100	$105.60	$132.09	$120.65	$130.22	$153.91

The performance trend shown by the above graph does not reflect the trend in the Company's compensation to Named Executive Officers (defined below) reported over the same period. The market price of the Shares, like the share prices of many publicly traded biotechnology companies, has historically been highly volatile. The Company's compensation policies and practices are benchmarked to those of other companies in similar industries.

Summary Compensation Table

The following table provides a summary of all compensation paid or payable to the Chief Executive Officer, the Chief Financial Officer and the Chief Medical Officer (collectively referred to as the "Named Executive Officers") during the years ended December 31, 2024, 2023 and 2022.

Name and Principal Position	Fiscal Year	Salary ($)	Option-Based Awards^{(1)} ($)	Share-Based Awards^{(2)} ($)	Non-Equity Incentive Plan Compensation^{(3)} ($)	All Other Compensation^{(4)} ($)	Total Compensation ($)
Chris Seto
CEO and CFO^{(5)}	2024	462,000	237,373	383,999	-	21,000	1,104,372
	2023	462,000	145,407	125,888	-	21,000	754,295
	2022	456,500	208,387	212,500	-	24,000	901,387
John Kellum
CMO	2024	478,800	118,686	217,693	-	-	815,179
	2023	461,597	68,426	107,270	-	-	637,293
	2022	445,655	98,074	100,000	-	-	643,729

(1) The Options granted to Executive Officers in 2024 vest as follows for Mr. Seto and Mr. Kellum: i) 1,013,377 and 506,688 Options vested at one quarter of the grant amount at the time of the grant of April 5, 2024 and the balance of the Options vests equally as to one-twelfth on each successive quarter such that all such Options will be fully vested on April 5, 2027. The grants for 2024 were made on April 5, 2024 and the dollar value is based upon a Black Scholes' valuation of $0.23, respectively.

The Options granted to Executive Officers in 2023 vest as follows for Mr. Seto and Mr. Kellum: i) 1,520,583 and 715,569 Options vested at one quarter of the grant amount at the time of the grant of May 5, 2023 and the balance of the Options vests equally as to one-twelfth on each successive quarter such that all such Options will be fully vested on May 5, 2026. The grants for 2023 were made on May 5, 2023 and the dollar value is based upon a Black Scholes' valuation of $0.255, respectively.

The Options granted to Named Executive Officers in 2022 vested as follows for Mr. Seto and Mr. Kellum: i) 1,220,065 and 574,148 Options vested at one quarter of the grant amount at the time of the grant of February 28, 2022 and the balance of the Options vests equally as to one-twelfth on each successive quarter such that all such Options will be fully vested on February 28, 2025; The grants for 2022 were made on February 28, April 5 and June 6, 2022 and the dollar value is based upon a Black Scholes' valuation of $0.17, respectively.

(2) The RSUs granted to Named Executive Officers in 2024 vested at one quarter of the grant amount at the time of the grant and the balance of the RSUs vests equally as to one-twelfth on each successive quarter. For Mr. Seto and Mr. Kellum: i) 936,585 and 530,958 RSUs were granted on April 5, 2024 which would become fully vested on April 5, 2027. The grants for 2024 was made on April 5, 2024 and the dollar value is based upon the Share prices at the time of grant of $0.41.

The RSUs granted to Named Executive Officers in 2023 vested at one quarter of the grant amount at the time of the grant and the balance of the RSUs vests equally as to one-twelfth on each successive quarter. For Mr. Seto and Mr. Kellum: i) 1,014,509 and 665,757 RSUs were granted on May 5, 2023 which would become fully vested on May 5, 2026.

The RSUs granted to Named Executive Officers in 2022 vested at one quarter of the grant amount at the time of the grant and the balance of the RSUs vests equally as to one-twelfth on each successive quarter. For Mr. Seto and Mr. Kellum: i) 664,063 and 312,500 RSUs were granted on February 28, 2022 which would become fully vested on February 28, 2025; The grants for 2022 were made on February 28, April 5 and June 6, 2022 and the dollar value is based upon the Share prices at the time of grant of $0.32, $0.33 and $0.32 respectively.

(3) Non-equity incentive plan compensation consists of annual cash bonuses.

(4) For Mr. Seto, the 2022 amount includes a car allowance, which was discontinued effective April 1, 2022. In addition, it includes the annual RRSP contributions based on the terms set out in his employment agreement.

(5) Mr. Seto resigned as Chief Financial Officer on April 4, 2022 and then again resumed as Chief Financial Officer on December 1, 2023.

Executive Employment/Consulting Agreements

In 2024, the Company had employment agreements with each of the Named Executive Officers. Dr. Walker retired as Chief Executive Officer on April 1, 2021 and remained a director of the Company. Mr. Seto was appointed Chief Executive Officer on April 1, 2021. He remained as Chief Financial Officer of the Company until April 4, 2022 and then again resumed as Chief Financial Officer on December 1, 2023. Dr. Kellum was appointed Chief Medical Officer on March 1, 2021.

The disclosure below relates to Mr. Seto and Dr. Kellum who remained as executives of the Company on December 31, 2024.

Under the terms of their respective employment agreements with the Company, Mr. Seto and Dr. Kellum are each entitled to an annual base salary, bonuses and grants of stock options (if approved by the Board upon the Company meeting certain performance targets), participation in benefit plans and reimbursement of reasonable out-of-pocket expenses incurred in performing their respective duties as officers of the Company. Mr. Seto and Dr. Kellum are each entitled to a car allowance. The employment agreements have indefinite terms.

Annual bonuses for Mr. Seto and Dr. Kellum are based on the level of achievement of objectives as established by the Human Resources & Compensation Committee. These objectives typically include targets related to the implementation of the Company's clinical development and regulatory programs and adherence to the Company's annual business plan. Approximately 100% of bonuses are based on the achievement of overall corporate objectives.

Termination without Cause Payments

In the event of a termination without cause, Mr. Seto is entitled to a payment equal to one and one-half times the sum of his then current annual salary, RRSP contribution and the greater of the annual bonus actually paid in the previous year and the target bonus of 50% of Base Salary. He is also entitled to a continuation of benefits for a one and one-half year period (the "CEO Notice Period") from the effective date of termination. All unvested options will continue to vest in accordance with the original vesting schedule during the CEO Notice Period. Vested, unexpired options can be exercised up until the last day of the CEO Notice Period. Any unexercised options will expire on the last day of the CEO Notice Period.

In the event of a termination without cause, Dr. Kellum is entitled to a payment equal to the sum of his then current annual salary, unpaid bonus for any previously completed fiscal year (if any) and an amount equal to his target bonus of 30% of his then current annual salary. All unvested options will continue to vest in accordance with the original vesting schedule for an eighteen month period (the "NEO Notice Period") from the effective date of termination. Vested, unexpired options can be exercised up until the last day of the NEO Notice Period. Any unexercised options will expire on the last day of the NEO Notice Period.

Termination following a Change of Control Event

In the event of a termination following a change of control event, Mr. Seto is entitled to a payment equal to two times the sum of (i) his then current annual salary, (ii) RRSP contribution, (iii) the greater of the annual bonus actually paid in the previous year and the target bonus of 50% of Base Salary; and (iv) the value of benefit plan contributions that would be required to maintain participation in the group health plan for one year. All unvested options will continue to vest in accordance with the original vesting schedule during the 24 month period following the effective date of the termination. Vested, unexpired options can be exercised up until the last day of the notice period. Any unexercised options will expire on the day after the end of the 24 month period following the effective date of the termination.

In the event of a termination following a change of control event, Dr. Kellum is entitled to a payment equal to the sum of his then current annual salary, unpaid bonus for any previously completed fiscal year (if any), an amount equal to his annual bonus for the year of termination, pro-rated to the effective date of termination and an amount equal to his target bonus of 30% of his then current annual salary. All of Dr. Kellum's

unvested Options will automatically vest and any unexpired Options will be exercisable until their expiry date in accordance with the terms and conditions of the Legacy Stock Option Plan or the LTIP, as applicable.

For the purposes of the foregoing, a “change of control event” means any of the following:

(a) The sale by the Company of all or substantially all of its assets;

(b) The acceptance by Shareholders representing in the aggregate fifty percent (50%) or more of all of the issued Shares, of any offer, whether by way of a takeover bid or otherwise, for all or any amount over 50% of the outstanding Shares; provided that no change of control event shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the Board of the resulting corporation following such effective date;

(c) The acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Shares acquired) of beneficial ownership of such number of Shares or rights to Shares, which together with such person's then-owned Shares and rights to Shares, if any, represent (assuming the full exercise of such rights) fifty percent (50%) or more of the combined voting rights attached to the then-outstanding Shares;

(d) The entering into of any agreement by the Company to merge, consolidate, restructure, amalgamate, initiate an arrangement or be absorbed by, into or with another corporation; provided that no change of control event shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date; or

(e) The circumstance in which individuals who were members of the Board immediately prior to a meeting of the Shareholders involving a contest for the election of directors no longer constitute a majority of the Board following such election.

Incentive Plan Awards

Under the LTIP, the Company may compensate its executives with both option-based and share-based awards.

Outstanding Option-Based and Share-Based Awards

The following table sets forth the details of all option-based and share-based awards granted to Named Executive Officers that are outstanding at December 31, 2024:

	Option-Based Awards				Share-Based Awards
Name	Number of Shares Underlying outstanding Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of vested Unexercised in-the-Money Options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested (1) ($)	Number of shares or units of shares that have vested (#)	Market or payout value of vested share-based awards not paid out or distributed (1) ($)
	212,766	0.63	1-Mar-26	-	735,098	367,549	2,130,649	1,065,324

Chris Seto CEO and CFO	241,440	0.53	1-Apr-26	-	-	-	-	-
	1,220,065	0.32	28-Feb-27	219,611	-	-	-	-
	1,520,583	0.255	5-May-28	372,543	-	-	-	-
	1,013,377	0.41	05-Apr-29	91,203	-	-	-	-
	200,000	0.63	26-Feb-25	-	-	-	-	-
John Kellum CMO	400,000	0.47	29-Jan-26	14,000	357,134	178,567	1,152,081	576,041
	715,569	0.255	05-May-28	175,314	-	-	-	-
	506,688	0.41	05-Apr-29	45,602
	574,148	0.32	28-Feb-27	103,347	-	-	-	-

(1) The market or payout is based on the December 31, 2024 stock price of $0.50.

Incentive Plan Awards - Value Vested or Earned During the Year

The following table sets forth the value of all option-based and share-based awards granted to Named Executive Officers that vested during the financial year ended December 31, 2024 (no non-equity incentive plan compensation was earned by Named Executive Officers during such year):

Name	Option-Based Awards – Value Vested “in-the money” Options During the Year ($)	Share-Based Awards – Value Vested During the Year ($)
Chris Seto	683,358	1,065,324
John Kellum	338,263	576,041

Pension Plan Benefits

The Company does not maintain any defined benefit pension plans or defined contribution pension plans.

Termination and Change of Control Benefits

The disclosure below regarding termination and change of control benefits is provided in respect of the Named Executive Officers who were employed by the Company on December 31, 2024.

The termination benefits to which the Named Executive Officers who were employed by the Company on December 31, 2024 are entitled are set out above under “Executive Employment/Consulting Agreements”. The following are the amounts of the severance payments that would have been made to each such Named Executive Officer in the event of a termination without cause and termination following a change in control by the Company as at December 31, 2024:

Name	Termination without Cause Payments ($)	Termination following a Change of Control Event ($)
Chris Seto	1,071,000	1,428,000

Human Resources & Compensation Committee

The Human Resources & Compensation Committee is currently comprised of the following directors who are standing for re-election: Janelle D'Alvise and William Stevens, each of whom is an independent director. The Human Resources & Compensation Committee's responsibilities include: (i) reviewing and making recommendations to the Board with respect to compensation of the Chief Executive Officer, and (ii) making recommendations to the Board with respect to non-Chief Executive Officer compensation, incentive compensation plans and equity-based plans.

In order to ensure that the compensation process remains objective: (i) the Board is required to review and evaluate all recommendations put forward by the Human Resources & Compensation Committee; (ii) both the Board and the Human Resources & Compensation Committee hold "in camera" sessions at which non-independent directors are not present.

Each of the Human Resources & Compensation Committee members has experience that is relevant to his responsibilities in executive compensation. See the biographies above under "Election of Directors".

Director Compensation

On an annual basis, the Human Resources & Compensation Committee reviews the adequacy and form of compensation of the directors and the Chairman of the Board, to ensure the compensation realistically reflects the responsibilities and risks involved in being an effective director, and makes appropriate recommendations to the Board for approval.

Director Compensation Table

The following table presents the details of all compensation provided to non-executive directors of the Company for the year ended December 31, 2024 (no non-equity incentive plan compensation was earned by the non-executive directors during such year):

Name	Fees Earned ($)	Option-Based Awards ($)	Share-Based Awards (1) ($)	All Other Compensation ($)	Total ($)
Jan D'Alvise	-	-	114,988	-	114,988
David W. Feigal, Jr.	-	-	108,258	-	108,258
Cristiano Franzi	-	-	78,016	-	78,016
Jun Hayakawa	-	-	-	-	-
William Stevens	-	-	108,250	-	108,250
Paul Walker	-	-	113,875	-	113,875

(1) The share-based awards pertain to DSU issued to Directors in 2024. A total of 1,244,565 DSUs were issued to Directors on January 3, 2024, April 1, 2024, April 5,2024, July 2, 2024, August 16, 2024 and October 1, 2024. The dollar value is based on

a grant date stock price for the DSUs granted. The grants on January 3, 2024, April 1, 2024, April 5, 2024, July 2, 2024, August 16, 2024 and October 1, 2024 were issued to certain Directors electing to receive DSUs in lieu of Director fees.

Each director who is not a full-time employee of the Company receives an annual retainer of $22,500 and $1,500 for attendance at each of the meetings of the Board and its committees. In addition, committee members receive a retainer of $5,000 for their membership in the Finance & Audit Committee and $1,250 for each of the Nomination & Governance Committee and the Human Resources & Compensation Committee. In recognition of their additional responsibilities, the Chairman of the Board and the Lead Independent Director each receives double the annual retainer of a director ($45,000) and the Chairman of the Finance & Audit Committee receives double the committee member retainer amount ($10,000) in recognition of the additional responsibilities. The Chairman of the Nomination & Governance Committee and the Human Resources & Compensation Committee each receives an annual retainer of $5,000.

All directors are reimbursed for their reasonable out-of-pocket travel and other expenses incurred in attending meetings of the Board or any committee thereof. There were 865,000 options exercised by Directors in 2024. 200,000 options expired during 2024 issued to Directors. Directors and officers of the Company are covered by insurance in respect of liability that may be incurred by them for acting in such capacity, unless the liability arises because such director or officer fails to act honestly and in good faith with a view to the best interests of the Company. See below under "Directors and Officers Insurance".

Outstanding Option-Based and Share-Based Awards

The following table sets forth the details of all outstanding option-based and share-based awards granted to non-executive directors of the Company who are standing for re-election that are outstanding as at December 31, 2024:

	Option-Based Awards				Share-Based Awards
Name	Number of Shares Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised in-the-Money Options ($)	Number of shares or units of shares that have not vested (#)	Market or payout value of share-based awards that have not vested ($)	Number of shares or units of shares that have vested (1) (#)	Market or payout value of vested share-based awards not paid out or Distributed (2) ($)
Jan D'Alvise	100,000	0.44	22-Jun-26	6,000	-	-	719,870	359,935
	200,952	0.32	28-Feb-27	36,171	-	-	-	-
David W. Feigal, Jr.	-	-	-	-	-	-	508,062	254,031
Cristiano Franzi	-	-	-	-	-	-	117,618	58,809
William Stevens	100,000	0.63	1-Mar-26	-	-	-	825,224	412,612
	200,952	0.32	28-Feb-27	36,171	-	-	-	-
	100,000	0.63	15-Aug-25	-	-	-	-	-
Jun Hayakawa	-	-	-	-	-	-	-	-
Paul Walker	200,952	0.32	28-Feb-27	36,171	-	-	780,750	390,375

	400,000	0.63	15-Aug-25	-	-	-	-	-
	372,340	0.63	1-Mar-26	-	-	-	-	-

(1) The share-based awards pertain to DSUs issued to Directors.
(2) The payout value is based the December 31, 2024 stock price of $0.50.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth the value of all option-based and share-based awards granted to non-executive directors of the Company who are standing for re-election that vested during the financial year ended December 31, 2024. No non-equity incentive plan compensation was earned by any directors during the financial year ended December 31, 2024.

Name	Option-Based Awards – Value Vested “in-the money” Options During the Year ($)	Share-Based Awards – Value Vested During the Year ($)
Jan D'Alvise	42,171	359,935
David W. Feigal, Jr.	-	254,031
Cristiano Franzi	-	58,809
Jun Hayakawa	-	-
William Stevens	36,171	412,612
Paul Walker	36,171	390,375

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS AS OF DECEMBER 31, 2024

Equity Compensation Plan Information

Plan Category	Number of Shares to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of Shares remaining available for future issuance under equity compensation plans
Equity compensation plans approved by Shareholders	10,951,287	$0.39	8,592,120
Equity compensation plans not approved by Shareholders	-	-	-
Total	10,951,287	0.39	8,592,120

The Company has two types of stock-based compensation plans. The first is the Legacy Stock Option Plan. Effective May 1, 2020, this was replaced by the LTIP.

Under the LTIP, the Board, or if authorized by the Board, the Human Resources & Compensation Committee, may grant Awards to certain executive officers, employees and consultants of the Company. Options granted under the LTIP are granted at the market price of the Shares on the business day immediately preceding the day of the grant of such options. The vesting and expiry date of the options vary and are determined by the Board or the Human Resources & Compensation Committee, as applicable, at the time of the grant.

During the 2024 fiscal year, the equity awards movement is as follows:

	Share Options	*RSUs	**DSUs	***PSUs
Opening, January 1	12,151,881	4,137,196	2,896,368	-
Granted	1,721,565	1,619,043	1,244,565	-
Exercised	(1,907,611)	-	-	-
Released	-	(114,210)	(855,978)	-
Forfeited/cancelled	(138,638)	(38,770)	-	-
Expired	(875,910)	-	-	-
Balance, December 31	10,951,287	5,603,259	3,284,955	-

Restricted Stock Units
** Deferred Share Units
*** Performance Share Units

Total stock awards outstanding as at December 31, 2024 were 8,888,214 as outlined in the above table. 10,951,287 Options to purchase Shares were available for grant under the LTIP on December 31, 2024.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No executive officers, directors, employees, former executive officers, directors or employees of the Company nor any of its subsidiaries are indebted to the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this Circular, no informed person of the Company, any proposed director of the Company or any associate or affiliate of such persons has had any material interest, direct or indirect, in any transaction of the Company during the last fiscal year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

CORPORATE GOVERNANCE

Strong, effective corporate governance is a necessary foundation to improved performance and Shareholder confidence and is a key commitment of the Company.

As Shareholders are aware, a series of guidelines, rules, regulations, listing standards and legislation has been passed or adopted over the last several years to assist companies in establishing best practices and to address concerns about governance. These include National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines passed by the Canadian Securities Administrators.

The Board believes that its effectiveness is a combination of structure, membership and process; and individual director effectiveness is a combination of competence, behaviour and independence.

In developing Spectral's policies and practices, the Board and the Nomination & Governance Committee have carefully considered the Board's structure, membership and its processes.

Set out below are certain key policies and practices that are, in the Company's view, essential in creating a Board and committees of the Board that can function effectively, add value to the Company and evidence the various roles and shared responsibilities of management of the Company and the Board.

Board Membership and Independence

The Company believes that a strong and independent Board is fundamental to effective corporate governance and accordingly all of the Company's current and proposed directors, with the exception of Dr. Walker, are independent. Brief biographies of the directors are included earlier in this Circular and indicate the breadth, scope and diversity of their experience, all of which makes a major contribution to the Company, its operations and evolving needs. Any independent director may, at any time, if considered necessary to facilitate open and candid discussion among the independent directors, request a meeting at which non-independent directors and members of management are not in attendance. Given the size and dynamics of the Board and matters considered at Board meetings, the Board did not find it necessary to request such a meeting during 2024.

Dr. Paul Walker is Chairman of the Board and reports to the Board and to the Shareholders. The Chairman of the Board is charged with the responsibility of leading the Board and organizing it to function in partnership with, but independently of, management of the Company in order to facilitate the achievement of the goals of the Company, including sustainable growth and maximizing Shareholder value. The Chairman is also charged with providing appropriate oversight of the management of the ongoing business and affairs of the Company, and fostering and supporting ethical and responsible decision making.

The Nomination & Governance Committee reviews Board composition and meets on a regular basis.

Position Descriptions

The Board has developed written position descriptions for the Chairman of the Board and, the Chair of each of the committees of the Board and the President & Chief Executive Officer. The position descriptions are as follows:

Chairman of the Board of Directors

The prime responsibility of the Chairman of the Board is to provide leadership to the Board to enhance Board effectiveness. The Chairman serves at the pleasure of and reports to the Board. The Board has ultimate accountability for supervision of the management of the Company. Critical to meeting this accountability is the relationship between the Board, management, Shareholders and other stakeholders. The Chairman, as the presiding member, must ensure that these relationships are effective, efficient and further the best interests of the Company.

The Chairman is tasked to:

(a) along with the Chief Executive Officer, establish the agenda for meetings of the Board and the annual general meeting and special meetings of Shareholders;
(b) chair meetings of the Board and the annual general meeting;
(c) oversee the Board's discharge of its duties assigned to it by law, in the constating documents of the Company and the Company's Corporate Governance Guidelines;
(d) work with the Chief Executive Officer, as appropriate, as a counselor and provide advice on major policy issues;
(e) together with the Chief Executive Officer, represent the Company to employees, Shareholders and other stakeholders;
(f) develop a good working relationship between the office of the Chairman, the president and Chief Executive Officer, and the Board to assure open communications, cooperation, interdependence, mutual trust, respect and commonality of purpose;
(g) take steps to foster the Board's understanding of its responsibilities and boundaries with management;

(h) ensure that procedures to govern effective and efficient conduct of the Board's work are in effect;
(i) ensure that the agenda and materials for annual and special meetings of Shareholders are prepared and distributed;
(j) ensure the distribution of information to the Board in a manageable form, with sufficient time for adequate review;
(k) in collaboration with the Chief Executive Officer, ensure data requested by directors or Board Committees is provided and meets their needs; and
(l) carry out other duties as requested by the Board.

Nomination & Governance Committee Chair

The prime responsibility of the Chairman of the Nomination & Governance Committee is to provide leadership to the Nomination & Governance Committee to ensure that the Nomination & Governance Committee is organized properly, functions effectively and meets its obligations and responsibilities in accordance with its mandate. The Nomination & Governance Committee is required to meet as many times as required to carry out its responsibilities effectively. Critical to meeting this accountability is ensuring that the Company has in place an appropriate and effective system of corporate governance.

The Chairman of the Nomination & Governance Committee is tasked to:

(a) set the tone for the Nomination & Governance Committee work;
(b) in consultation with the Chief Executive Officer and other members of senior management, develop the agendas and ensure all required business is brought before the Nomination & Governance Committee to enable the Nomination & Governance Committee to carry out its responsibilities;
(c) chair Nomination & Governance Committee meetings;
(d) ensure meeting information is distributed to committee members with sufficient time for adequate review;
(e) oversee the logistics of the Nomination & Governance Committee's operations and ensure compliance with the Nomination & Governance Committee terms of reference; and
(f) report to the full Board on the Nomination & Governance Committee's decisions and recommendations.

Human Resources & Compensation Committee Chair

The prime responsibility of the Chairman of the Human Resources & Compensation Committee is to provide leadership to the Compensation Committee and to ensure that the Human Resources & Compensation Committee is organized properly, functions effectively and meets its obligations and responsibilities in accordance with its mandate. The Human Resources & Compensation Committee is required to meet as many times as required to carry out its responsibilities effectively. Critical to meeting this accountability is ensuring that the Company has in place an appropriate system of compensation.

The Chairman of the Human Resources & Compensation Committee is tasked to:

(a) set the tone for the Human Resources & Compensation Committee work;
(b) in consultation with Chief Executive Officer and other members of senior management, develop the agendas and ensure all required business is brought before the Human Resources & Compensation Committee to enable it to carry out its responsibilities;
(c) chair the Human Resources & Compensation Committee meetings;
(d) ensure meeting information is distributed to Human Resources & Compensation Committee members with sufficient time for adequate review;
(e) oversee the logistics of Human Resources & Compensation Committee's operations and ensure compliance with the Human Resources & Compensation Committee terms of reference; and
(f) report to the full Board on the Human Resources & Compensation Committee's decisions and recommendations.

Finance & Audit Committee Chair

The prime responsibility of the Chairman of the Finance & Audit Committee is to provide leadership to the Finance & Audit Committee to ensure that it is organized properly, functions effectively and meets its obligations and responsibilities in accordance with its mandate.

The Finance & Audit Committee is required to meet as many times as required to carry out its responsibilities effectively. Critical to meeting this accountability is the relationship between the Finance & Audit Committee, management and the external auditor. The Chairman of the Finance & Audit Committee must ensure that these relationships are effective, efficient and further the best interests of the Company.

The Chairman of the Finance & Audit Committee shall:

(a) set the tone for the Finance & Audit Committee work;
(b) in consultation with the Chief Executive Officer and other members of senior management, develop the agendas and ensure all required business is brought before the Finance & Audit Committee to enable the committee to carry out its responsibilities;
(c) chair Finance & Audit Committee meetings;
(d) ensure meeting information is distributed to Finance & Audit Committee members with sufficient time for adequate review;
(e) oversee the logistics of the Finance & Audit Committee's operations and ensure compliance with the Finance & Audit Committee terms of reference; and
(f) report to the full Board on the Finance & Audit Committee's decisions and recommendations.

President & Chief Executive Officer

The prime responsibility of the President & Chief Executive Officer is to develop and implement a corporate strategy which is expected to make Spectral a leader in the management of endotoxemia related diseases, focusing initially on the treatment of septic shock. The President & Chief Executive Officer is tasked to:

(a) prepare and submit an annual business plan to the Board for approval;
(b) make regular enhancements and modifications to the corporate strategy as market conditions change, as the Company grows and as other factors become significant;
(c) pursue new business developments in core product areas, as well as related areas;
(d) ensure that an implementation plan is in place to achieve the corporate strategy and that the plan is carried through;
(e) effectively manage the growth of the Company during normal periods and during periods of significant change;
(f) manage all staff and ensure that the staff is highly productive through personal growth programs and by fostering excellent morale and a progressive corporate culture;
(g) ensure that an effective corporate top management team exists with provision for succession;
(h) maintain a climate which attracts, retains and motivates top quality managers;
(i) develop a finance strategy for raising capital and managing cash flows;
(j) be accountable for the Company's consistent achievement of its financial objectives and goals;
(k) be accountable for meeting all legal and regulated obligations as required, and ensure all actions on behalf of the Company comply with applicable laws;
(l) ensure the Company has an appropriate internal control environment for financial reporting, achievement of corporate objectives and compliance with applicable laws;
(m) report activities to the Board and present new business opportunities with cost and benefit justifications for the purposes of planning capital investment (where required);
(n) manage relationships with major suppliers with the objectives of optimizing costs and ensure a mutually beneficial arrangement, continuity and, where required, mutual growth;
(o) develop and manage alliances and partnerships with complimentary organizations to further market penetration in areas which cannot be dealt with solely by the Company;
(p) ensure that regulatory environments are addressed within the Company's corporate strategy and implementation plans;

(q) serve as the chief spokesperson for the Company and ensure that the Company is properly marketed to its various publics; and
(r) perform such additional duties and functions as may be reasonably requested from time to time by the Chairman of the Board or the Board itself.

Board Orientation and Continuing Education

New directors are introduced to the business of the Company through an initial orientation program, including meetings with the senior executives and tours of the business operations, so that they have a clear understanding of such business operations, and the Company can more effectively leverage their capability in the context of such business. New directors receive a Board orientation binder containing relevant historical material to assist them in learning about the Company, the role of the Board, its committees and its directors. The Board holds meetings each year at which management of the Company reviews with the Board its strategies, business plans, opportunities and risks. In addition, the Board periodically receives relevant articles and reports regarding the diagnostics and health markets and the Company's particular business, strategy and governance.

Board and Director Assessments

Like any process, corporate governance practices must be reviewed on a regular basis to ensure that the practices remain relevant and effective for the Company. In that regard, each of the directors completes a confidential questionnaire evaluating the Board and its committees annually. The questionnaires are reviewed by the Chair of the Nomination & Governance Committee. In addition, the Nomination & Governance Committee reviews the performance of the Board members annually. These assessments consider, in the case of the Board or a committee thereof, its mandate and/or key responsibilities and, in the case of individual directors, any applicable position description and the competencies and skills such director is expected to bring to the Board. The results of these reviews are reported to and discussed with the Board. The Nomination & Governance Committee also regularly reviews and evaluates its practices against various governance guidelines and best practices.

Term Limits

The Nomination & Governance Committee has established guidelines on the term of directors. Board members should anticipate serving for an initial period of three years. However, the Company has not adopted formal term limits for directors on the Board or other mechanisms of Board renewal. Overall tenure is based upon a member's continuing contribution, the ongoing needs of the Company and annual election by the Shareholders. The Nomination & Governance Committee reviews on a regular basis the makeup of the Board and particular skill sets which would be beneficial to the overall strategy and evolving business requirements of the Company. These skill sets include medicine, science, information technology, marketing and sales, general management, business, finance, government relations, academia, human resources and governance. In addition, the Nomination & Governance Committee assesses each director in order to ensure that the Board is balanced between highly experienced directors with long-term institutional knowledge and those with a fresh perspective. The Board is of the view that such a review process is more effective than implementing terms limits or other mechanisms of Board renewal (such as a mandatory retirement age).

Women on the Board and in Executive Offices

The Company has not adopted a written policy specifically relating to the identification and nomination of women directors nor does the Board or the Nomination & Governance Committee consider the level of representation of women on the Board or in executive positions when nominating candidates for election to the Board or when making executive officer appointments. Instead, the Board and the Nomination & Governance Committee evaluates potential nominees to the Board by reviewing the qualifications of the nominee, irrespective of gender, and determines their relevance by taking into consideration the then current Board composition and the anticipated skills required to round out the capabilities of the Board. Similarly, the Board assesses candidates for executive positions with the Company based on experience,

skill and merit. However, the Company values diversity, including, without limitation, diversity of experience, perspective, education, race, gender and national origin as part of its overall business strategy.

The Board has not set specific targets nor has it adopted a written policy relating as to the number of women board members it will maintain or the number of women executive positions it will maintain given the relatively small number of directors it currently has and the infrequent turnover of directors and executive officers.

As at the date of this Circular, there is one woman on the Board, who is also being put forward as a director nominee proposed for election, representing 14.28% of the number of directors nominated for election to the Board at the Meeting. No women hold executive positions.

Meetings and Strategic Planning

The Board is actively involved on an ongoing basis in reviewing, providing input on and approving the Company's overall strategic plan, business plan and any strategic investments. The frequency of Board meetings depends upon the state of Spectral's operations and the opportunities and challenges that the Company faces. In addition to the formal meetings, there are informal consultations between senior management and directors. There were 6 formal meetings of the Board during the year ended December 31, 2024.

Summary of Board and Committee Meetings Held During 2024

Board	6
Finance & Audit Committee	5
Human Resources & Compensation Committee	1
Nomination & Governance Committee	1

Summary of Director Attendance During 2024

Director	Board Meetings Attended	Finance & Audit Committee Meetings Attended	Human Resources & Compensation Committee Meetings Attended	Nomination & Governance Committee Meetings Attended
Jan D'Alvise	6/6	5/5	1/1	N/A
David W. Feigal, Jr.	5/6	4/5	N/A	1/1
Cristiano Franzi (1)	2/2	N/A	N/A	1/1
Jun Hayakawa	6/6	N/A	N/A	1/1
Chris Seto	6/6	5/5	1/1	1/1
William Stevens	6/6	5/5	1/1	N/A
Paul Walker	6/6	5/5	1/1	1/1

(1) Cristiano Franzi was appointed to the Board on June 7, 2024.

Risk Management

The Board plays a significant oversight role in risk management, principally through the Finance & Audit Committee and the Human Resources & Compensation Committee. Risk is identified and managed at the corporate level and is reviewed with such committees on a regular basis and reported to the Board.

Shareholder Communications

Spectral has a Disclosure Committee consisting of the Chief Executive Officer, the Chief Financial Officer and the Chairman of the Board with the objective of having a clear and effective process to provide timely, accurate, consistent and non-selective disclosure of all material information to all of the Company's stakeholders. This Committee reviews and, where appropriate, approves all material external communications.

In addition, the Board and/or the Finance & Audit Committee reviews and approves material Company filings including this Circular, the annual information form, interim and annual consolidated financial statements and management's discussion and analysis thereon and financial press releases.

Further information on the Company can be found at www.sedarplus.com. In addition, Shareholders can contact the Company's transfer agent, Computershare Investor Services Inc., at 1-800-564-6253. Current Share prices, financial reports, recent press releases and annual reports are accessible on the Company's website at www.spectraldx.com or by contacting Mr. Ali Mahdavi, Spinnaker Capital Markets Inc. at 416-962-3300 or [email protected].

The Board

The Board has the statutory duty to manage or supervise the management of the business and affairs of the Company. In carrying out such duties and exercising their powers, each director is required to act honestly and in good faith with a view to the best interests of the Company and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The directors are also given the right to delegate certain of their duties and responsibilities to committees of the Board. A description of the committees to which the Board has delegated certain duties and responsibilities as well as a description of those duties and responsibilities follows. The principal duties and responsibilities which have been retained by the Board include contributing to the formulation of and approving strategic plans; monitoring Company performance and the execution of its business plans; reviewing the Company's financial performance; reporting and disclosure; approving the annual consolidated financial statements of the Company; obtaining reasonable assurance as to the adequacy of the internal controls; approving all significant Company transactions; appointing the Chairman, Chief Executive Officer and senior executives of the Company and planning their succession on the recommendation of the Human Resources & Compensation Committee; overseeing the identification of the principal risks to the Company and the implementation of appropriate processes and systems to manage such risks; and reviewing and approving key policies developed by management around ethical conduct, compliance and practices. The text of the Board's written mandate, entitled "Corporate Governance Guidelines", is set out in Schedule "A" to this Circular.

The Committees

The Board does not have an executive committee, but has created and delegated some of its duties to three standing committees of the Board: the Finance & Audit Committee; the Human Resources & Compensation Committee; and the Nomination & Governance Committee. Each of the committees has a written mandate which sets out its principal duties and responsibilities, all of which are reviewed annually. The Finance & Audit Committee and the Nomination & Governance Committees are comprised entirely of independent directors. The Human Resources & Compensation Committee is comprised of two independent directors and one non-independent director.

A summary of the key responsibilities of each of the standing committees is set out in Schedule "B" to this Circular.

Trading in Company Securities

The Company has established blackout periods during which securities of the Company cannot be traded by insiders of the Company, including directors and senior officers. In addition, to the extent that the Company is engaged in material undisclosed activities, additional blackout periods are formally imposed. These blackout periods apply to all securities whether held directly or in any equity compensation plan. There are no separate blackout periods related to non-insider equity compensation plan participants. Directors and senior officers are required to report any trading in securities of the Company within the requisite period required under the Securities Act (Ontario).

Equity Ownership Guidelines for Directors and Officers

In November 2013, the Company adopted share ownership guidelines (the “Guidelines”) for directors and officers, to be effected at the discretion of the Board, the details of which are described below.

Under the Guidelines, non-officer directors of the Company should, upon the later of: (a) five years after November 1, 2013, or (b) within five years of joining the Board, own, and continue to own while a director, a combination of the number of Shares and notional units under a deferred share unit or similar plan of the Company, with a market value equal to two times the annual director retainer (“Board Target Ownership”). Directors should own 20% of the Board Target Ownership by June 30, 2014, or within one year of joining the Board. As of the date of this Circular, the Board Target Ownership has been met. The Guidelines do not apply to any Board member holding a Board seat as designate of a significant shareholder of the Company, who is authorized to vote that shareholder’s Shares on all Board matters, as appropriate.

Under the Guidelines, officers of the Company should, upon the later of: (a) five years after November 1, 2013, or (b) within five years of initially becoming an officer of the Company own, and continue to own while an officer of the Company, a combination of the number of Shares and notional units under a restricted share unit or similar plan of the Company, with a market value equal to the Officer Target Ownership outlined below. The Officer should own 20% of the Officer Target Ownership by June 30, 2014 or within one year of initially becoming an officer of the Company. As of the date of this Circular, all of the individual equity ownership guideline targets for Officers employed on a full-time basis with the Company have been met.

Officer	Officer Target Ownership (Base Salary Multiple)
CEO	2.0 X
CMO	1.0 X
CFO	1.0 X

“Market value” is determined at any time or from time to time for purposes of the Guidelines based on the number of the Shares and/or notional units, as applicable, owned or to be owned and using the highest price of the Shares on the TSX during the previous twelve-month period.

Equity Compensation Plans

The equity compensation plans that the Company has in place reflect the recommendations of the independent compensation review completed by Lane Caputo Compensation Inc. in 2020. All equity compensation plans of the Company that provide for the issuance of Shares from treasury to participants have been approved by the Board and the TSX. Pursuant to the TSX rules, any changes to such plans may require Shareholder approval.

Business Conduct and Ethics

The Company’s business conduct and ethics are embodied in certain core values, including mutual trust, respect for people, integrity and commitment to excellence. At Spectral, ethical behaviour is the

responsibility of all employees, not simply that of senior officers. A copy of the Company's code of ethics and business conduct (the "Code") can be obtained by contacting the Company at 1-888-426-4264.

Directors are required to notify management of the Company in writing of the existence of any personal or professional relationships which may create a conflict of interest with the Company or with a customer, supplier or other outside party. In addition, directors are required to disclose to the Board any material interest in any proposed transaction/agreement to be entered into by the Company which is subject to Board approval.

The Company's directors, officers, employees and consultants have a responsibility to report any conduct or proposed conduct reasonably believed to be in violation of the Code promptly to the Corporate Secretary of the Company. The Corporate Secretary is required to report any suspected violation of the Code to the Human Resources & Compensation Committee for investigation. The Human Resources & Compensation Committee in turn reports to the Board. On an annual basis, the Board undertakes a self-assessment of its governance practices including compliance with the Code. Management of the Company is also interviewed in connection with such assessment. The Corporate Secretary of the Company is the contact person for employees, officers, and directors who may wish to report any suspected violations of the Code. Employees are asked if they are aware of any violations during annual performance reviews and senior management make enquiries at each of its regularly scheduled meetings. To date there have been no reports of any suspected violations of the Code.

Nomination Committee Process

The Company's current governance practices address a number of the disclosure rules including the requirement for a nomination committee, a nomination committee charter and confirmation as to independence of the committee's members under applicable listing standards.

In addition, Spectral's Nomination & Governance Committee reviews the composition of the Board on a regular basis, taking into account a number of factors, including the evolving needs of the Company, and the breadth and depth of experience of the Board members. Potential nominees for the Board currently come from a number of sources including recommendations of existing independent Board members, senior management and outside search firms.

All proposed candidates are reviewed by members of the Nomination & Governance Committee, the Chairman of the Board and certain members of senior management. Such review takes into consideration the competencies and skills of any proposed candidate as well as the ability to devote the necessary amount of time to Board member duties. The final decision as to whether such candidates are proposed to the Shareholders as nominees is made by the Board.

Director Independence

It is the objective of the Board that all non-employee directors meet the criteria for independence as set out in applicable securities laws. In addition, the Company's Corporate Governance Guidelines and Practices require that members of the Finance & Audit Committee satisfy the independence requirements under applicable securities laws for members of audit committees.

Based upon the information provided by the directors, the Board has determined that all of the directors are independent other than Mr. Seto, who is the Chief Executive Officer of the Company.

Shareholder Communications with the Board

Shareholders and other interested parties may communicate directly with the Board or the independent directors. All communications should be in writing and should be directed to the Chairman of the Board c/o Spectral Medical Inc., 135 The West Mall, Unit 2, Toronto, Ontario, M9C 1C2 or to the President and CEO at Spectral Medical Inc., 135 The West Mall, Unit 2, Toronto, Ontario, M9C 1C2 or by e-mail to: [email protected].

The sender should indicate in the address whether it is intended for the entire Board, the independent directors as a group, or an individual director. Each communication intended for the Board or independent directors received by the Chairman or Corporate Secretary will be forwarded to the intended recipients subject to compliance with instructions from the Board in effect from time to time concerning the treatment of inappropriate communications.

Overall Approach

The Board and senior management believe that the Company's current governance practices are appropriate and comply in all material respects with applicable statutory, regulatory and exchange requirements.

DIRECTORS AND OFFICERS INSURANCE

Spectral's directors' and officers' insurance was renewed in December 2024. The amount of the annual premium paid by Spectral was $287,703; no amount was payable by the directors or officers in respect of such insurance. The insurance policy is subject to a $30 million limit, both per claim and in the aggregate. A $100,000 deductible applies to each claim up to $10 million made by the Company on its own behalf and on behalf of each director and officer insured for corporate indemnity. There is no deductible for all other claims.

ADDITIONAL INFORMATION

Shareholders who wish additional information should contact Computershare Investor Services Inc. toll-free at 1-800-564-6253, locally at 514-982-7555 or by email at [email protected] with any questions regarding the deposit of proxies.

Financial information is provided in the Company's comparative annual consolidated financial statements and MD&A for the fiscal year ended December 31, 2024. The Company has complied with Section 5.1 of National Instrument 52-110 – Audit Committees, and the disclosure required by Form 52-110F1 is included in Schedule "A" to the Company's Annual Information Form under the heading, "Finance & Audit Committee Charter".

Additional information relating to the Company is available on SEDAR+ at www.sedarplus.com. Shareholders may also contact the Company at 1-888-426-4264 to request copies of the Company's current annual report, annual information form, consolidated financial statements, MD&A and other continuous disclosure documents filed by the Company.

APPROVAL

The content and the sending of this Circular have been approved by the Board and a copy of the Circular has been sent to each director of the Company, the auditors of the Company and each Shareholder entitled to notice of the Meeting.

DATED at Toronto, Ontario, the 17th day of April 2025.

"Christopher Seto"

Christopher Seto
Chief Executive Officer

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Schedule “A” - Corporate Governance Guidelines

The Board of Directors of Spectral Medical Inc. ("Spectral") is responsible for overseeing the effective management of the Company's business. In carrying out those responsibilities, the Board has the authority and duty to protect and enhance the Company's assets in the interests of all stakeholders.

The Board recognizes that Board effectiveness is an interplay of structure, membership and process and individual Director effectiveness is an interplay of independence, competence and behaviour. The Board's responsibility is an active one and the involvement and commitment of each Director, as evidenced by attendance, preparation and participation at meetings are essential ingredients in the overall success of the Company.

This document summarizes certain guidelines and practices of Spectral's Board of Directors relating to matters of corporate governance. These guidelines are not meant to be static and will be reviewed and evaluated on a regular basis and modified as determined by the Nomination & Governance Committee to meet the changing needs of the Company and regulatory requirements.

Chair of the Board and CEO

The Board has separated the roles of Chair and CEO. Currently, the Company has an independent, Non-Executive Chair of the Board ("Chair"). The Chair is appointed by the independent Board on the recommendation of the Nomination & Governance Committee.

Lead Independent Director

The Board has determined that at such time as the Chair is not an independent Director that a Director who is independent should serve as "Lead Independent Director". The Lead Independent Director would chair regular meetings of the independent Directors and would assume other responsibilities, which the independent Directors may from time to time designate. The Lead Independent Director would be appointed by the independent Board on the recommendation of the Nomination & Governance Committee.

Director Responsibilities

In discharging his or her duties, each Director shall act honestly and in good faith with a view to the best interests of the Company; and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Board Composition

The Board believes and the Company's by-laws provide that a majority of the Directors should be independent of the Company. Independent means free from any relationship which could materially interfere with his or her ability to act in the best interests of the Company as determined by the Board or a Committee thereof, in accordance with applicable regulatory Governance Guidelines and Standards (currently OSC and TSX). In addition, the Board believes that there should generally be no more than one or two non-independent Directors.

Board Size

The Articles of the Company provide for a minimum of three and a maximum of ten Directors. The Board believes at this time, given the size and scope of the Company's Business, that seven Directors is the right number to provide the depth, breadth and diversity of expertise and experience required, while allowing for efficient operation and decision-making. The Board has the ability to increase or decrease its size, within the limits set out in its Articles. The Nomination & Governance Committee reviews the size and composition of the Board annually and makes recommendations to the Board when it believes a change would be in the best interests of the Company.

Board Meeting Agendas

The Chair and the CEO, in consultation with the Corporate Secretary, develop the agenda for each Board meeting. Notice of the principal matters to be addressed at all Board meetings are distributed

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to Directors in advance of each meeting, and all Board members are free to suggest additions to meeting topics. The Chair will establish the agenda items for meetings of the independent Directors.

7. Board Meetings

Information and reports pertaining to Board meeting agenda items are generally circulated to the Directors a week in advance of the meeting. Materials are prepared in a way to focus attention on critical issues to be considered by the Board. Reports may be presented during Board meetings by members of the Board, senior management and/or staff, or by invited outside advisors.

Directors are expected to attend all meetings of the Board and the Committees upon which they serve, to come to such meetings fully prepared, and to remain in attendance for the duration of the meeting. Where a Director's absence from a meeting is unavoidable, the Director should, as soon as practicable after the meeting, contact the Board Chair, the Committee Chair, the CEO, or the Corporate Secretary for a briefing on the substantive elements of the meeting.

8. Regular Attendance of Non-Directors at Board Meetings

The Board appreciates the value of having certain members of senior management attend each Board meeting to provide information and opinion to assist the Directors in their deliberations and to allow Directors to evaluate the caliber of the senior management team. The CEO will seek the Board's concurrence in the event of any proposed change to the management attendees at Board meetings. Management attendees will not attend the portion of each meeting, which is reserved for discussion among the independent Directors only.

9. Executive Sessions of Independent Directors

The independent Directors of the Board will meet separately, as determined by the Chair or, if there is a Lead Independent Director, by the Lead Independent Director.

10. Board Contacts with Senior Management

All of the Directors have open access to the Company's senior management. It is expected that Directors will exercise judgment to ensure that their contacts with senior management are carried out in such a manner as to limit such management's distraction from the Company's business operations. Written communications from Directors to members of senior management will be copied to the Chair and to the CEO. The Board also encourages individual Directors to make themselves available for consultations with senior management outside Board meetings in order to provide specific advice and counsel on subjects where such Directors have special knowledge and experience.

11. Board Compensation

The compensation program for Directors is reviewed and agreed to on an annual basis by the Nomination & Governance Committee, with the opportunity to obtain assistance from outside consultants. Overall compensation is established based on a comparator peer group of companies as determined from time to time by the Committee.

12. Delegation and Committees of the Board

In carrying out its duties, the Board has established and delegated certain responsibilities to separate Committees of the Board. The current Committees of the Board are Finance & Audit; Human Resources & Compensation; and Nomination & Governance. Each of the Committees operates under a separate and distinct mandate approved by the Board, which describes both the structure of the Committee and its duties and responsibilities and each is comprised entirely of independent Board members.

13. Committee Members

Committee membership is approved by the Board in consultation with the Chair and the CEO and upon recommendation of the Nomination & Governance Committee.

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Committee Composition

Members of the Committees of the Board shall be appointed from among the members of the Board.

Committee Meetings

The schedule of meetings of each Committee will be determined by its Chair and its members, based upon an annual work plan designed to discharge the responsibilities of the Committee as set out in its mandate. The Chair of the Committee will develop the agenda for each Committee meeting through consultation as appropriate with members of management, staff and the Committee. Each Committee will report to the Board on the results of each Committee meeting. Minutes will be prepared for all Committee meetings and copies provided to all Board members.

Board Review of "Independence" of Directors

Directors will notify the Chair of the Nomination & Governance Committee of their employment affiliations, including both director and committee memberships, in other organizations, in order to enable the Committee to assess their independence and/or the continued appropriateness of their membership under the circumstances.

The Committee will review on an annual basis any relationships between Directors and the Company, which might be construed in any way to compromise the designation of any Director as being independent of the Company. The objective of such review will be to determine the existence of any material relationships, to ensure that the composition of the Board remains such that the majority of the Directors are independent and that where any such relationships exist, the Director is acting appropriately.

Criteria for Board Membership

The Nomination & Governance Committee will review each year the composition and general and specific criteria applicable to candidates to be considered for nomination to the Board. The objective of this review will be to maintain the composition of the Board in a way, which provides the best mix of skills and experience to guide the long term strategy and ongoing business operations of the Company. This review will take into account such common characteristics such as personal integrity, good judgment, high ethics and standards, outstanding ability in their individual fields of expertise and a willingness to devote necessary time to Board matters.

The Company does not have a policy limiting the number of other public company boards of directors upon which a director may sit, in general. However, the Nomination & Governance Committee shall consider the number of other public company board and other boards (or comparable governing bodies) on which a prospective nominee is a member.

Although the Company does not impose a limit on outside directorships, it does recognize the substantial time commitments attendant to Board membership and expects that the members of its Board be fully committed to devoting all such time as is necessary to fulfill their Board responsibilities, both in terms of preparation for, and attendance and participation at meetings.

Selection of New Director Candidates

The Board is responsible for identifying suitable candidates to be recommended for election to the Board by the shareholders. The Nomination & Governance Committee has been given the responsibility in consultation with the Chair and CEO of gathering the names of potential nominees, screening their qualifications against the current skill and experience needs of the Board and making recommendations in this regard to the full Board. All Directors are encouraged to identify potential candidates and to provide their names to the Chair of the Committee. In addition, independent search firms shall be engaged as appropriate to assist in identifying potential candidates.

An invitation to stand as a nominee for election to the Board will normally be made to a candidate by the Board through the Chair or the Chair of the Nomination & Governance Committee.

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New Director Orientation and Continuing Education

New Directors will be provided with an orientation and education program which will include written information about the duties and obligations of Directors, the business of the Company, material policies, meetings and discussion with senior management and other Directors, and tours of the Company's operations. When first appointed to a Board Committee, Directors will be offered appropriate information and orientation to prepare them to participate effectively in the work of the Board or any Committee to which they are appointed. Continuing education will include meeting with local management, regular receipt of articles, reports and other papers regarding the diagnostics market, presentations related to industry trends, markets, opportunities in such markets and governmental and regulatory changes impacting the Company.

Assessing Corporate Governance Practices and the Board's Performance

The Nomination & Governance Committee, with the assistance of the Chair and Corporate Secretary, is responsible for conducting annual assessments of the effectiveness of the Company's governance practices and conducting a self-assessment of the overall performance of the Board and its Committees and reporting on the same to the Board. In addition, the Chair of the Board and the Chair of the Nomination & Governance Committee shall review on an annual basis the performance of individual members of the Board and the Chair of the Board, in consultation with the Chairs of the Committees, the performance of Members of each Committee. It is expected that the result of such reviews will be to identify any areas where the Directors believe the governance practices can be improved or where the Directors and/or management believe that the Board could make a better collective contribution to overseeing the affairs of the Company. Items identified through this process as requiring improvement will become an accountability of senior management and/or the Chair or Committee and regular monitoring and progress reports provided to the Nomination & Governance Committee.

Withhold Votes for Directors at Shareholder Meetings

The Nomination & Governance Committee will take into account the number of withheld votes by shareholders with respect to a Director in determining his or her candidacy for re-election at the next annual meeting.

Term Limits for Directors

Directors should anticipate serving on the Board for an initial period of three years. Overall, tenure will be based upon a Directors' continuing contribution, the overall requirements of the Company and annual election by the shareholders.

Evaluation of the CEO

The Human Resource & Compensation Committee conducts an annual review of the performance of the CEO as measured against objectives established mutually in advance by the Committee and the CEO. The evaluation will also be used by the Committee in its deliberations concerning the CEO's annual compensation, which shall be reviewed and approved by the Board.

Management Development and Succession Planning

The Board expects that management development should be an ongoing process and that a report be prepared on such activity annually and provided to the Human Resource & Compensation Committee.

The Committee shall review on an annual basis the succession plans of the Company at the senior management level, including the CEO, and shall report thereon to the Board.

The Board shall review such plans annually and provide input thereon to the Committee.

Board Communication with Stakeholders

The Board believes that it is the function of management to speak for the Company in its communications with the investment community, the media, customers, suppliers, employees, governments and the general public. It is understood that the Chair or other individual Directors

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may from time to time be requested by management to assist with such communications. If communications from stakeholders are made to the Chair or to other individual independent Directors, management will be informed. The Board, either directly or through the Finance & Audit Committee, approves the content of the Company's major communications to shareholders and the investing public, including the annual and interim Consolidated financial statements and corresponding Press Releases, the annual and interim Management's Discussion and Analysis, the Proxy Circular, the Annual Information Form and any prospectuses which may be issued.

26. Corporate Strategy

The Board believes that management is responsible for the development of long-term corporate strategy, while the role of the Board is to review, question and validate, and ultimately to approve the strategies proposed by management and to monitor progress against such strategies. A dedicated meeting of the Board will be held annually to address long-term corporate strategy and management shall report to the Board on a regular basis any events both internal or external which might impact such strategy.

27. Shareholder Communication with the Board

Shareholders and other interested parties may communicate directly with the Board or the independent Directors. All communications should be in writing and should be directed to either the Company's Chair at Spectral Medical Inc., 135 The West Mall, Unit 2, Toronto, Ontario, M9C 1C2 or to the Chief Executive Officer at Spectral Medical Inc., 135 The West Mall, Unit 2, Toronto, Ontario, M9C 1C2 or by e-mail to [email protected].

Matters relating to the Company's accounting, internal accounting controls or auditing matters will be referred to the Chair of the Finance & Audit Committee.

Matters relating to Board or executive compensation will be referred to the Chair of the Human Resources & Compensation Committee.

Other matters will be referred to the Board Chair.

To further facilitate communication between the Company's shareholders and the Board, all Directors standing for re-election and all new Director nominees are encouraged to attend the annual meeting of shareholders.

28. Individual Directors Engaging Outside Advisors

The Charters for the Board and each of the Committees provide the Board or a Committee with the right to engage outside advisors at the expense of the Company. Any Board or Committee member wishing to engage an outside advisor should discuss such engagement with the Chair, the CEO and, if applicable, the Chair of the relevant Committee.

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Schedule "B" - Key Board and Committee Responsibilities

BOARD OF DIRECTORS

contribute to the formulation of and approve strategic plans;
monitor Company performance and the execution of its business plans;
oversee the identification by management of the principal risks of the Company's businesses as well as the implementation, by management, of appropriate processes and systems to manage such risks;
appoint the CEO and approve the appointment of the Senior Executives of the Company and review their performance and compensation and plan for their succession upon recommendation of the Human Resources & Compensation Committee;
review and approve management's recommendations regarding major decisions and actions, including acquisitions, divestitures, financings and capital expenditures;
review and approve key policies developed by management on various issues such as ethics, compliance, communications and public disclosures and review, approve and monitor compliance with policies adopted by the Board;
oversee the Company's public communication policies and their implementation, including disclosure of material information, investor relations and shareholder communications;
oversee, with the Finance & Audit Committee, financial reporting and disclosure of the Company to obtain reasonable assurance that:
the Company complies with all applicable laws and regulations of governments, regulatory agencies and stock exchanges relating to financial reporting and disclosure; and
the accounting policies and practices, significant judgments and disclosures which underlie or are incorporated in the Company's consolidated financial statements are appropriate having regard to the Company's businesses; and
review and approve the annual consolidated financial statements, financial reporting and disclosure and obtain reasonable assurance as to the integrity of the Company's internal control and management system.

FINANCE & AUDIT

Independent Auditor

recommend to the Board the appointment or replacement of the independent auditor;
establish the compensation of the independent auditor;
have the independent auditor report directly to the Finance & Audit Committee;
determine the extent of involvement of the independent auditor in reviewing unaudited quarterly financial results;
meet with the independent auditor prior to the annual audit to discuss the planning, scope and staffing of the audit;
approve the selection of the senior audit partners having primary responsibility for the audit;
provide for the periodic rotation of the senior audit partners having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;
at least on an annual basis, evaluate the qualifications, performance and independence of the independent auditor and the senior audit partners having primary responsibility for the audit; and
pre-approve all auditing services and permitted non-audit services performed by the independent auditor.

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Financial Reporting
prior to their public release and filing with securities regulatory agencies, review and discuss with management and the independent auditor the:
press release;
consolidated financial statements and notes thereto;
management's discussion and analysis; and
results of any independent auditor's review requested/approved by the Committee.
review the Company's unaudited quarterly financial results including:
any significant judgments made in the preparation of consolidated financial statements;
any significant disagreements among management and the independent auditor in connection with the preparation of consolidated financial statements;
significant financial reporting issues and judgments made in connection with the preparation of the Company's consolidated financial statements;
critical accounting policies and practices;
integrity of the Company's financial reporting processes; and
any correspondence with regulators or governmental agencies and any published reports, which raise material issues regarding the Company's consolidated financial statements or accounting policies.
Year-end Audit
review of the Company's audited financial results, including:
all matters described above with respect to unaudited quarterly financial results;
results of the independent audit; and
all matters required to be discussed by Statement of Auditing Standards No. 61.
Annual Proxy Statement and Regulatory Filings
issue any reports required of the Audit Committee to be included in the Company's annual proxy statement; review and recommend to the Board the approval of all material documents filed with securities regulatory agencies including:
Consolidated Year-end Consolidated financial statements;
Annual Information Form; and
Prospectuses.
Related Party Transactions and Off-Balance Sheet Structure
review all related-party transactions and, if deemed appropriate, recommend approval of any particular transaction to the Board; and
review all material off-balance sheet structures, which the Company is a party to.
Internal Controls, Risk Management and Legal Matters
consider the effectiveness of the Company's internal controls over financial reporting and related information technology security and control;
discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures; and
review with management, and if necessary, the Company's counsel, any legal matter which could reasonably be expected to have a material impact on the Company's consolidated financial statements or accounting policies.
Capital Structure, Investment and Cash Management Policies, Disclosure Policy
review and approve any changes to the Company's capital structure;
review and approve the Company's investment and cash management policy; and
review and approve the Company's disclosure policy.

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"Whistle Blower" and Related Procedures
establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.
Review of Charter and Self-Assessment
review and reassess annually the adequacy of the Committee's Charter; and
review annually the Committee's own performance.
Reporting to the Board
make regular reports to the Board, but not less frequently than quarterly.

HUMAN RESOURCES & COMPENSATION COMMITTEE

Human Resources
review of human resources development and organization structure and approve any significant programs or changes to structure.
Succession Planning
review and report to the Board on the Company's succession planning process for the CEO and senior officers reporting to the CEO.
Compensation
review compensation principles and practices and approve any significant changes to such principles and practices;
review and make recommendations to the Board on the compensation of the CEO;
review and report to the Board on annual objectives against which to assess the CEO and on its assessment of the CEO's performance against those objectives;
review and approve the compensation of senior officers reporting to the CEO;
evaluate periodically the competitiveness of the cash and equity compensation programs for senior management and initiate action or make recommendations to the Board as appropriate;
review all employee compensation and stock equity plans including Short-Term Incentive Plan, Mid-Term Incentive Plan, Stock Option Plan, Stock Purchase Plans and approve changes to such plans, provided that any plan amendments which will have a material cost increase or material effect on the Company or the participants requires Board approval;
administer the Company's Employee Stock Option Plan, Stock Purchase Plan, Mid-Term Incentive Plan and such other equity based plans as may be delegated to it from time to time by the Board; and
report on an annual basis to the Board and Shareholders, the policies of the Committee for determining executive compensation.
Director Compensation
review and recommend to the Board, the form and adequacy of compensation for independent Directors.
Review of Charter and Self-Assessment
review and reassess annually the adequacy of the Committee's Charter; and
review annually the Committee's own performance.
Report to the Board
the Chair of the Committee or designate shall report to the Board after each meeting the significant matters addressed by the Committee at such meeting.

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NOMINATION & GOVERNANCE COMMITTEE

Corporate Governance
develop and recommend to the Board, corporate governance guidelines applicable to the Company;
annually review the corporate governance guidelines and practices of the Company and, if appropriate, recommend changes to such guidelines and practices to the Board or management;
monitor the appropriateness of the Company's governance systems with regard to external governance standards and with emphasis on "continuous improvement";
review regularly the effectiveness of the Board and its committees in meeting its governance objectives and in its relationship with management; and
review any shareholder proposal received by the Company and recommend to the Board the Company's response.
Nominating
review the makeup and needs of the Board, identify and recommend candidates for Board membership;
establish the criteria for membership; such criteria should cover, among other things, diversity, experience, skill set and the ability to act on behalf of shareholders;
in consultation with the Board and CEO and, on an ongoing basis, maintain a database of potential candidates;
utilize such outside agencies or third parties at the cost of the Company, as the Committee deems necessary to assist in identifying potential candidates; and
recommend to the Board the annual nominees to the Board for presentation to the Shareholders.
Director Indemnification and D&O Insurance
review and recommend to the Board the appropriateness and adequacy of the policy of indemnification of directors. In that regard, the Chair of the Committee and the Chair of the Audit Committee shall consult in connection with any renewal or change to the Directors' and Officers' liability insurance coverage.
Review of Charter and Self-Assessment
review and reassess annually the adequacy of the Committee's Charter; and
review annually the Committee's own performance.
Report to the Board
the Chair of the Committee or designate shall report to the Board after each meeting the significant matters addressed by the Committee at such meeting.

Date: April 17, 2025

"Christopher Seto"
Christopher Seto
Chief Executive Officer
Spectral Medical Inc.

AI assistant

Spectral Medical Inc. — Proxy Solicitation & Information Statement 2025

42747_rns_2025-05-07_d3fab6d0-6661-4582-a9fb-cd3e2620a390.pdf

PARTICIPATING IN THE VIRTUAL MEETING

Attending the Virtual Meeting

Participating in the Virtual Meeting

Voting at the Virtual Meeting

VOTING PROCEDURES

Who Can Vote

How to Vote

BOARD RECOMMENDATION

REGISTERED SHAREHOLDERS

NON-REGISTERED SHAREHOLDERS (BENEFICIAL SHAREHOLDERS)

APPOINTMENT AND REVOCATION OF PROXIES

DEPOSIT OF PROXY

REVOCATION OF PROXY

EXERCISE OF DISCRETION BY PROXIES

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

BUSINESS OF THE MEETING

1. CONSOLIDATED FINANCIAL STATEMENTS AND AUDITOR'S REPORT

2. ELECTION OF DIRECTORS

Jun Hayakawa

Chris Seto

William Stevens

Paul Walker

Cristiano Franzi

Disclosure Regarding Prior Regulatory and Bankruptcy Orders or Proceedings

3. REAPPOINTMENT OF AUDITORS

2024 VOTING RESULTS

1. ELECTION OF DIRECTORS

2. REAPPOINTMENT OF AUDITOR

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Base Salary

Annual Incentive Plans and Benefits

Long-Term Component

Compensation of the Chief Executive Officer

Performance Graph

Summary Compensation Table

Executive Employment/Consulting Agreements

Termination without Cause Payments

Termination following a Change of Control Event

Incentive Plan Awards

Outstanding Option-Based and Share-Based Awards

Pension Plan Benefits

Termination and Change of Control Benefits

Human Resources & Compensation Committee

Director Compensation

Director Compensation Table

Outstanding Option-Based and Share-Based Awards

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

CORPORATE GOVERNANCE

Board Membership and Independence

Position Descriptions

Chairman of the Board of Directors

Nomination & Governance Committee Chair

Human Resources & Compensation Committee Chair

Finance & Audit Committee Chair

President & Chief Executive Officer

Board Orientation and Continuing Education

Board and Director Assessments

Term Limits

Women on the Board and in Executive Offices

Meetings and Strategic Planning

Summary of Board and Committee Meetings Held During 2024

Summary of Director Attendance During 2024

Risk Management

Shareholder Communications

The Board

The Committees

Trading in Company Securities

Equity Ownership Guidelines for Directors and Officers

Equity Compensation Plans

Business Conduct and Ethics

Nomination Committee Process

Director Independence

Shareholder Communications with the Board

Overall Approach

Spectral Medical Inc. Proxy Solicitation & Information Statement 2025