Ventripoint Diagnostics Ltd. — Proxy Solicitation & Information Statement 2026

Apr 21, 2026

VENTRIPOINT DIAGNOSTICS LTD.

18 HOOK AVENUE, UNIT 101
TORONTO, ONTARIO, CANADA, M6P 1T4

NOTICE OF THE ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS TO BE HELD MAY 27, 2026

NOTICE IS HEREBY GIVEN that an Annual and Special Meeting (“Meeting”) of the shareholders of Ventripoint Diagnostics Ltd. (the “Corporation”) will be held at 11:00 am (Toronto time) on Wednesday, May 27, 2026, for the following purposes:

1. to receive the financial statements of the Corporation for the year ended December 31, 2025;
2. to appoint MNP LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditor’s remuneration;
3. to elect each of the directors of the Corporation for the ensuing year;
4. to consider, and if thought appropriate, to pass, with or without variation, an ordinary resolution re-approving and ratifying the Corporation’s incentive stock option plan; and
5. to transact such further and other business as may properly be brought before the meeting or any adjournment thereof.

Accompanying this notice of meeting is the Management Information Circular (the “Information Circular” or “Circular”) of the Corporation. The Circular provides important and detailed information relating to the matters to be dealt with at the Meeting and forms part of this notice. This notice is accompanied by the Information Circular, either a form of proxy for a registered Shareholder or a voting instruction form for a beneficial Shareholder (collectively, the “Meeting Materials”).

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is April 8, 2026 (the “Record Date”). Shareholders of the Corporation whose names have been entered in the register of shareholders at the close of business on that date will be entitled to receive notice of and to vote at the Meeting.

All registered shareholders may attend the Meeting in person or vote by proxy. Shareholders are urged to date, execute and return the accompanying form of proxy for use at the Meeting or any adjournment thereof. To be effective, the enclosed proxy must be mailed so as to reach or be deposited with the Corporation’s registrar and transfer agent, Computershare Trust Company of Canada (“Computershare”), 320 Bay Street, 14th Floor, Toronto ON, M5H 4A6, Attention: Proxy Department, not later than 4:30 p.m. (Toronto time) on Monday, May 25, 2026 or, in the case of any adjournment or postponement of the Meeting, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) preceding the time of the postponement or adjournment. Internet voting is also available for this Meeting through www.investorvote.com and telephone voting is available at 1-866-732-8683. Votes cast

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via internet or by telephone are in all respects equivalent to, and will be treated in the exact same manner as, votes cast via a paper form of proxy. Further details on the internet voting process are provided in the form of proxy. Shareholders may beneficially own common shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders" or "Beneficial Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by your broker, intermediary or its agent is returned according to their instructions sufficiently in advance of deadline specified by the broker, intermediary or its agent to ensure they are able to provide voting instructions on your behalf.

The persons named in the enclosed form of proxy are each a director and/or officer of the Corporation. Every shareholder has the right to appoint a person or company (who need not be a shareholder) to represent the shareholder at the Meeting other than the persons designated in the enclosed form of proxy. If the shareholder wishes to appoint a person or company other than the persons whose names are designated in the form of proxy, they may do so by inserting the name of the shareholder's chosen proxyholder in the space provided in the form of proxy.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his attorney authorized in writing or, if the shareholder is a corporation, under its corporate seal by an officer or attorney thereof duly authorized.

A shareholder who wishes to ensure that such shareholder's shares will be voted at the Meeting is requested to complete, date and execute the enclosed form of proxy and deliver it by mail or vote via the internet at www.investorvote.com, in either case in accordance with the instructions set out in the form of proxy and in the Circular.

Notice-and-Access

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery of meeting materials for the Meeting for beneficial owners of common shares of the Corporation (the "Non-Registered Holders") and for registered Shareholders. The notice-and-access method of delivery of meeting materials allows the Corporation to deliver the meeting materials over the internet in accordance with the notice-and-access rules adopted by the Ontario Securities Commission under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. Under the notice-and-access system, registered Shareholders will receive a form of proxy and the Non-Registered Holders will receive a voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of this notice of meeting, the Circular, the annual consolidated financial statements of the Corporation for the two financial years ended December 31, 2024, and 2025, the related Management Discussion and Analysis and other meeting materials, Shareholders receive a notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing the Meeting Materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting. The Corporation will not be adopting stratification procedures in relation to the use of notice-and-access provisions.

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Websites Where Meeting Materials Are Posted

Meeting Materials can be viewed online under the Corporation's profile at www.sedarplus.ca; or on the Corporation’s website at https://ventripoint.com/. The Meeting Materials will remain posted at least until the date that is one year after the date the Meeting Materials were posted.

How to Obtain Paper Copies of the Meeting Materials

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and-access, please contact the Corporation, by calling toll-free at 1-833-201-8735 or by email at info@ventripoint.com. Requests for paper copies of the Meeting Materials should be received by 4:00 p.m. (Eastern time) on May 12, 2026, in order to receive them in advance of the Meeting. The accompanying Circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of meeting. Additional information about the Corporation and its financial statements are also available on the Corporation's profile at www.sedarplus.ca

DATED at Toronto, Ontario this 10th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

"Hugh MacNaught"

Hugh MacNaught

Director, President and Chief Executive Officer

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