Vitalist — Proxy Solicitation & Information Statement 2024

Sep 23, 2024

C

BRANDS

Notice of Availability of Proxy Materials for CE Brands Inc. Annual and Special Meeting

Meeting Date and Time: October 31, 2024, at 9:00 a.m. (Calgary time)

Location: At the office of MLT Aikins LLP 2100 Livingston Place, 222 3 Ave SW, Calgary, AB T2P 0B4

Please be advised that the proxy materials for the above noted shareholder meeting (the "Meeting") are available for viewing and downloading online. This document provides an overview of these materials, but you are reminded to access and review the information circular and other proxy materials available online prior to voting. These materials are available at:

https://www.cebrands.co/investors

OR

www.sedarplus.ca

Obtaining Paper Copies of the Proxy Materials

Shareholders may request to receive paper copies of the proxy materials related to the above referenced meeting by mail. Requests for paper copies must be received by October 24, 2024 in order to receive the paper copy in advance of the meeting. Shareholders may request to receive a paper copy of the Materials for up to one year from the date the Materials were filed on www.sedarplus.com.

For more information regarding notice-and-access or to obtain a paper copy of the Materials you may contact our transfer agent, Odyssey Trust Company, via www.odysseycontact.com or by phone at 1-888-290-1175 (toll-free within North America) or 1-587-885-0960 (direct from outside North America).

Notice of Meeting

The matters to be voted on at the meeting, described in detail in the Management Information Circular (the "Circular"), are as follows:

Election of Directors

Shareholders will be asked to elect directors of the Company who will serve until the end of the next annual meeting of shareholders or until their successors are elected or earlier appointed. Information respecting the election of directors may be found in the Circular under "Particulars of Matters to be Acted Upon – Election of Directors".

Appointment of Auditor

Shareholders will be asked to reappoint Crowe MacKay LLP as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration. Information respecting the appointment of the

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auditor may be found in the Circular under "Particulars of Matters to be Acted Upon – Appointment of Auditor".

Approval of Omnibus Equity Incentive Plan.

Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, an ordinary resolution of Shareholders approving the Company's Omnibus Equity Incentive Plan, as more particularly described in the accompanying management information circular (the "Circular") "Particulars of Matters to be Acted Upon – Approval of Omnibus Equity Incentive Plan".

Voting

To vote your securities, please refer to the instructions on the enclosed Proxy or Voting Instruction Form. Your Proxy or Voting Instruction Form must be received by October 29, 2024 at 9:00 a.m. (Calgary time).

Stratification

The Issuer is providing paper copies of its Management Information Circular only to those registered shareholders and beneficial shareholders that have previously requested to receive paper materials.

Annual Financial Statements

The Issuer is providing paper copies or emailing electronic copies of its annual financial statements to registered shareholders and beneficial shareholders that have opted to receive annual financial statements and have indicated a preference for either delivery method.