Volatus Aerospace Inc. — Proxy Solicitation & Information Statement 2026

Apr 16, 2026

VOLATUS AEROSPACE INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of holders (the “Shareholders”) of common voting shares (the “Common Shares”) in the capital of Volatus Aerospace Inc. (the “Company”) and variable voting shares in the capital of the Company (the “Variable Voting Shares”, and together with the Common Shares, the “Shares”) will be held on May 22, 2026, at 10:00 a.m. (Toronto time), at the Toronto Airport Marriott Hotel, 901 Dixon Road, Toronto, Ontario, M9W 1J5 for the following purposes:

1. TO RECEIVE and consider the audited consolidated financial statements of the Company for the year ended December 31, 2025, together with the report of the auditors thereon;
2. TO REAPPOINT the independent auditors of the Company and to authorize the directors to fix their remuneration (the “Auditor Resolution”);
3. TO ELECT the directors of the Company to hold office for the ensuing year, as particularly described in the attached Information Circular, (the “Director Appointment Resolution”);
4. TO CONSIDER and, if deemed advisable, to approve an ordinary resolution, with or without variation, approving the omnibus equity incentive plan of the Company (the “Omnibus Equity Incentive Plan Resolution” and collectively with the Auditor Resolution and the Director Appointment Resolution, the “AGM Resolutions”); as more particularly described in the accompanying Information Circular;
5. TO CONSIDER and, if deemed advisable, to pass, with or without variation, a special resolution to approve a consolidation (the “Consolidation”) of the outstanding Shares on the basis of a Consolidation ratio of up to twenty (20) pre-Consolidation Shares for one (1) post-Consolidation Share, as and when determined by the board of directors of the Company in its sole discretion, as more fully described in the accompanying Information Circular (the “Share Consolidation Resolution”);
6. TO CONSIDER and, if deemed advisable, to approve an ordinary resolution, with or without variation, an advance notice by-law of the Company, as more fully described in the Information Circular (the “By-Law Resolution” and collectively with the AGM Resolutions and, the Share Consolidation Resolution are referred to the as the “Meeting Resolutions”); and
7. TO TRANSACT such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The board of directors of the Company (the “Board”) unanimously recommend that Shareholders vote for FOR the AGM Resolutions.

The nature of the business to be transacted at the Meeting is described in further detail in the management information circular of the Company dated April 13 2026 (the “Information Circular”). Shareholders are directed to read the Information Circular carefully and in full to evaluate the matters for consideration at the Meeting.

Each Common Share entitled to be voted in respect of the Meeting Resolutions will entitle the holder thereof to one vote at the Meeting. Each Variable Voting Share entitled to be voted in respect of the Meeting Resolutions will entitle the holder thereof to one vote at the Meeting, unless any of the thresholds set forth under “Voting Securities and Principal Holders of Voting Securities” in the accompanying Information Circular would otherwise be surpassed at any time, in which case the vote attached to the Variable Voting Share will decrease as described under “Voting Securities and Principal Holders of Voting Securities” in the accompanying Information Circular. The AGM Resolutions and the By-Law Resolutions must each be approved by at least a simple majority of the votes cast by Shareholders eligible to vote on the subject matter thereof present or represented by proxy and entitled to vote at the Meeting. The Share Consolidation Resolution must be approved by at least $66\frac{1}{2}%$ of the votes cast by Shareholders eligible to vote on the subject matter thereof present or represented by proxy and entitled to vote at the Meeting.

Shareholders are entitled to attend and vote at the Meeting in person or may be represented by proxy. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his, her or its duly executed form of proxy with the Company’s transfer agent and registrar, Computershare Investor Services Inc., at 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6 not later than 10:00 a.m. (Toronto time) on Tuesday, May 20, 2026 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting. Voting by proxy will not prevent you from voting at the Meeting if you revoke your proxy and attend in-person, but it will ensure that your vote will be counted if you are unable to attend.

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Shareholders who are unable to attend the Meeting are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

If you are a beneficial Shareholder and have received these materials through your broker or other intermediary (but not from Computershare), please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

The Board has by resolution fixed the close of business on April 7, 2026 as the record date (the “Record Date”). Only Shareholders of record as at the Record Date are entitled to receive notice of the Meeting and to attend and vote at the Meeting or any adjournment thereof.

The Company is using the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of an Issuer and National Instrument 51-102 – Continuous Disclosure Obligations (collectively, the “Notice and Access Provisions”) to provide Shareholders with electronic access to this notice of Meeting, the Information Circular, the form of proxy or voting information form, as applicable, the audited annual financial statements for the year ended December 31, 2025 (the “Meeting Materials”). The Company will not be adopting stratification procedures in relation to the use of Notice-and-Access Provisions.

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

Shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. In order for holders to receive a paper copy of the Meeting Materials or if you have questions concerning notice-and access, please contact 1-844-916-0609 (English) or 1-844-973-0593 (French).

Requests should be received by 4:00 p.m. (Toronto time) on May 20, 2026, in order to receive the Meeting Materials in advance of the Meeting.

DATED at Toronto, Ontario this 13th day of April 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Glen Lynch Glen Lynch Chief Executive Officer and Director