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TRUBAR Inc. Proxy Solicitation & Information Statement 2025

Dec 18, 2025

47671_rns_2025-12-18_74960b34-7ce6-40db-953a-3936ed76bd99.pdf

Proxy Solicitation & Information Statement

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TRUBAR

TRUBAR Inc.

ODYSSEY

Trader's Bank Building

1100, 67 Yonge Street

Toronto ON M5E 1J8

Form of Proxy – Special Meeting to be held on Tuesday January 13, 2026

Appointment of Proxyholder

I/We being the undersigned holder(s) of TRUBAR Inc. (the "Corporation") hereby appoint Richard Kellam, Director, or failing this person, H. Brock Bundy, Director, or failing this person, _____ (collectively, the "Management Nominees")

OR

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of TRUBAR Inc. to be held at the offices of Norton Rose Fulbright Canada LLP at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7 at 10:00 a.m. (Toronto time) on Tuesday January 13, 2026 (the "Meeting") or at any adjournment or postponement thereof.

  1. Arrangement Resolution. To consider, and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix A of the accompanying management information circular of the Corporation (the "Circular"), to approve a proposed plan of arrangement pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Corporation, 1564128 B.C. Unlimited Liability Company (the "Purchaser") and ETI Gida Sanayi ve Ticaret Anonim Şirketi (the "Parent"), in accordance with the terms of an arrangement agreement dated November 23, 2025 among the Corporation, the Purchaser and the Parent, all as more particularly described in the Circular.

For ☐ Against

Authorized Signature(s) – This section must be completed for your instructions to be executed.

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Signature(s): ____
Date: ____

MM / DD / YY

Direction: This form of proxy applies in respect of Common Shares and Warrants. If you hold both Common Shares and Warrants, you will have received two copies of this form of proxy, each with a different control number. Completed forms of proxy in respect of Common Shares and Warrants must be received by Odyssey Trust Company: (i) by mail to Odyssey Trust Company, Attention: Proxy Department, Suite 1100-67 Yonge Street, Toronto, ON, M5E 1J8, Canada; (ii) by facsimile to 1-800-517-4553; or (iii) online at https://login.odysseytrust.com/pxlogin.


This form of proxy is solicited by and on behalf of Management. Proxies must be received by 10:00 a.m., Toronto Time, on January 9, 2026.

Notes to Proxy:

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent them at the Meeting or any adjournment or postponement thereof. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse.
  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the registered owners must sign this proxy in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation, you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.
  3. This proxy should be signed in the exact manner as the name appears on the proxy.
  4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.
  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.
  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
  7. This proxy confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not amendment is routine or contested.
  8. This proxy should be read in conjunction with the accompanying documentation provided by Management, including, without limitation, the Circular.
  9. The deadline for the deposit of this proxy may be waived or extended by the Chair of the Meeting at his or her discretion without notice, and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy.

INSTEAD OF MAILING THIS PROXY, YOU MAY SUBMIT YOUR PROXY USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

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To Vote Your Proxy Online please visit: https://vote.odysseytrust.com

You will require the CONTROL NUMBER printed with your address to the right.

If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at https://odysseytrust.com/ca-en/help/.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.