Venzee Technologies Inc. — AGM Information 2020

Nov 13, 2020

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VENZEE TECHNOLOGIES INC.

Suite 170 - 422 Richards Street Vancouver, British Columbia, Canada V6B 2Z4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 11, 2020

NOTICE IS HEREBY GIVEN that the Annual General and Special meeting (the “ Meeting ”) of VENZEE TECHNOLOGIES INC. (the “ Company ”) will be held at Suite 1480 – 885 West Georgia Street, Vancouver, British Columbia, on Friday, December 11, 2020, at 11:30 a.m . (PST) for the following purposes:

1. to table the audited financial statements of the Company for the financial year ended December 31, 2019, together with the auditor’s report thereon;

2. to fix number of directors at five (5) and elect directors for the ensuing year;

3. to appoint Davidson & Company LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;

4. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to ratify and approve the grant of surplus options under the fixed plan;

5. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to ratify, confirm and approve the Company’s 10% rolling Stock Option Plan, replacing the current fixed option plan, as more particularly described in the attached management information circular in “ Section 3 - The Business of the Meeting ”;

6. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders to adopt, ratify and approve an Omnibus Long Term Incentive Plan, as more particularly described in the attached management information circular; and

7. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying management information circular (the “ Information Circular ”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting.

Only shareholders of record at the close of business on October 27, 2020 , will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “ Common Shares ”) is entitled to one vote.

Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, date and sign the enclosed form of proxy, or another suitable form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account, you are not a registered shareholder.

NOTE OF CAUTION concerning COVID-19 Outbreak

At the date of this Notice and accompanying Management Proxy Circular it is the intention of the Company to hold the Meeting at the location stated above in this Notice. However, due to the current coronavirus (COVID-19) outbreak (“ COVID-19 ”), to mitigate risk to the health and safety of our communities, shareholders and employees, the Company requests that shareholders not attend the Meeting in person. The Meeting can accommodate no more than four (4) shareholders in person. Attendance will be on a first come, first served basis. No management presentation will be made at the Meeting.

Those shareholders who do wish to attend the Meeting in person, should carefully consider and follow the instructions of the federal Public Health Agency of Canada available at: https://www.canada.ca/en/public-health/services/diseases/coronavirus-disease-covid-19.html. We ask that shareholders also review and follow the instructions of any regional health authorities of the Province of British Columbia, including the Vancouver Coastal Health Authority, the Fraser Health Authority and any other health authority holding jurisdiction over the areas you must travel through to attend the Meeting. Do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has travelled to/from outside of Canada within the 14 days immediately prior to the Meeting. All shareholders are strongly encouraged to vote by submitting their completed form of proxy (or voting instruction form) prior to the Meeting by one of the means described in the Information Circular accompanying this Notice.

The Company encourages shareholders to instead vote their shares in advance of the Meeting via mail, facsimile or online.

The Company reserves the right to take any additional pre-cautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 outbreak, including: (i) holding the Meeting virtually or by providing a webcast of the Meeting; (ii) hosting the Meeting solely by means of remote communication; (iii) changing the Meeting date and/or changing the means of holding the Meeting; (iv) denying access to persons who exhibit cold or flu-like symptoms, or who have, or have been in close contact with someone who has, travelled to/from outside of Canada within the 14 days immediately prior to the Meeting; and (v) such other measures as may be recommended by public health authorities in connection with gatherings of persons such as the Meeting. Should any such changes to the Meeting format occur, the Company will announce any and all of these changes by way of news release, which will be filed under the Company’s profile on SEDAR. We strongly recommend you check the Company’s website prior to the Meeting for the most current information. In the event of any changes to the Meeting format due to the COVID-19 outbreak, the Company will not prepare or mail amended Meeting Proxy Materials.

DATED at Vancouver, British Columbia, this 27[th] day of October, 2020.

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: /s/ “John Abrams” John Sexton Abrams, President, Chief Executive Officer and Director