TRUBAR Inc. — Proxy Solicitation & Information Statement 2025

Dec 18, 2025

TRUBAR INC.

NOTICE OF SPECIAL MEETING OF TRUBAR SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders of common shares (each a "Common Share"), holders of warrants to purchase Common Shares (each, a "Warrant"), holders of options to purchase Common Shares (each an "Option") and holders of restricted share units (each an "RSU") of TRUBAR Inc. (the "Corporation") will be held in person on January 13, 2026 at 10:00 a.m. (Toronto time) at the offices of Norton Rose Fulbright Canada LLP located at 222 Bay Street, Suite 3000, Toronto, Ontario, M5K 1E7, subject to any adjournment(s) or postponement(s) thereof, for the following purposes:

1. to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix A of the accompanying management information circular (the "Circular"), to approve a plan of arrangement (the "Plan of Arrangement") pursuant to Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA"), involving the Corporation, 1564128 B.C. Unlimited Liability Company and ETi Gida Sanayi ve Ticaret Anonim Şirketi (the "Arrangement"), the particulars of which are further described in the Circular; and

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

The Circular provides additional information relating to the matters to be addressed at the Meeting, including the Arrangement.

The board of directors of the Corporation (the "Board of Directors") has set the close of business on December 1, 2025 as the record date (the "Record Date") for determining the holders of Common Shares (the "Shareholders"), the holders of Warrants (the "Warrantholders"), the holders of Options (the "Optionholders") and the holders of RSUs (the "RSUholders", collectively with the Shareholders, the Warrantholders and the Optionholders, the "TRUBAR Securityholders") who are entitled to receive notice of, and to vote at, the Meeting. Only persons shown on the registers of each of the Common Shares, the Warrants, the Options and the RSUs (collectively, the "TRUBAR Securities") at the close of business on the Record Date, or their proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

The Board of Directors (subject to the abstention of the Abstaining Directors (as defined in the Circular)), following receipt of the unanimous recommendation by a special committee (the "Special Committee") of the Board of Directors, unanimously determined that the Arrangement is fair to the TRUBAR Securityholders, from a financial point of view, and that the Arrangement is in the best interests of the Corporation.

Acting on the unanimous recommendation of the Special Committee, the Board of Directors (subject to the abstention of the Abstaining Directors), unanimously:

• approved the Arrangement and the entry by the Corporation into the Arrangement Agreement, and the transactions contemplated thereby;
• determined that the Arrangement is fair to the TRUBAR Securityholders and is in the best interests of the Corporation; and
• resolved to recommend that the TRUBAR Securityholders vote IN FAVOUR of the Arrangement Resolution.

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Registered TRUBAR Securityholders and duly appointed proxyholders who attend the Meeting in person will be able to attend, ask questions and vote at the Meeting. Beneficial (non-registered) TRUBAR Securityholders who receive this notice of special meeting of TRUBAR Securityholders and related materials through their broker, investment dealer, bank, trust company, custodian, nominee or other intermediary, should carefully follow the instructions of their intermediary to ensure that your TRUBAR Securities are voted at the Meeting in accordance with such TRUBAR Securityholders' instructions and to arrange for your intermediary to complete the necessary transmittal documents to ensure that you receive payment of the consideration for their TRUBAR Securities if the Arrangement is completed.

Whether or not you are able to attend the Meeting, TRUBAR Securityholders are urged to vote as soon as possible electronically, by telephone or in writing, by following the instructions set out on the applicable form of proxy or voting instruction form, as applicable, which accompanies this notice of special meeting of TRUBAR Securityholders. Proxies from (a) Registered Shareholders and registered Warrantholders must be received by Odyssey Trust Company, Attention: Proxy Department, and (b) Optionholders and RSUholders must be received by Norton Rose Fulbright, by not later than 10:00 a.m. (Toronto time) on January 9, 2026 (or 48 hours, excluding Saturdays, Sundays and statutory holidays, prior to the commencement of the reconvened Meeting if the Meeting is adjourned or postponed) unless the Chair of the Meeting determines to waive or extend the deadline at his or her discretion, without notice.

If you are a beneficial TRUBAR Securityholder and have received these materials through your broker or through another intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

Pursuant to the interim order obtained from the Supreme Court of British Columbia in respect of the Arrangement (the "Interim Order"), registered Shareholders as of the close of business on the Record Date and as of the deadline for exercising dissent rights have the right to dissent with respect to the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of their Common Shares in accordance with the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement. A registered Shareholder wishing to exercise rights of dissent with respect to the Arrangement must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3 (Attention: Kristopher Miks) by no later than 5:00 p.m. (Vancouver time) on January 9, 2026 (or by 5:00 p.m. (Vancouver Time) on the second business day immediately preceding the date that any adjourned or postponed Meeting is reconvened), and must otherwise strictly comply with the dissent procedures set forth in the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, and described in the Circular. The registered Shareholders' rights to dissent are more particularly described in the Circular, and copies of the Plan of Arrangement, the Interim Order and the text of sections 237 to 247 of the BCBCA are set forth in Appendix B, Appendix D and Appendix G, respectively, of the Circular. Anyone who is a beneficial owner of Common Shares and who wishes to exercise a right of dissent should be aware that only registered Shareholders are entitled to exercise a right of dissent. Accordingly, a beneficial (non-registered) Shareholder who desires to exercise a right of dissent must make arrangements for the Common Shares beneficially owned by such holder to be registered in the name of such holder prior to the time the notice of dissent is required to be received by the Corporation or, alternatively, make arrangements for the registered Shareholder of such Common Shares to exercise the right of dissent on behalf of such Shareholder. A Shareholder wishing to exercise a right of dissent may only exercise such rights with respect to all Common Shares in which the holder owns a beneficial interest. It is recommended that you seek independent legal advice if you wish to exercise a right of dissent. Warrantholders, Optionholders and RSUholders are not entitled to exercise dissent rights. Failure to strictly comply with the requirements set forth in the BCBCA, as modified by the Interim Order and the Plan of Arrangement, may result in the loss of any right of dissent.

The Circular, this notice of special meeting, the letters of transmittal and the forms of proxy or voting instruction forms, as applicable, are being sent to TRUBAR Securityholders of record as at the Record Date, and are available under the Corporation's profile on the SEDAR+, online at www.sedarplus.com. Additionally, a copy of the Arrangement Agreement is available for inspections at the Corporations records

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office located at 1800 – 510 West Georgia Street, Vancouver, British Columbia, Canada, V6B 0M3 and under the Corporation's profile on SEDAR+ at www.sedarplus.com.

By order of the Board of Directors

(signed) "Richard Kellam"

Richard Kellam
Chair of the Special Committee

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