POSaBIT Systems Corporation (CSE:PBIT)
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May 1, 2026, 9:30 AM EST
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AGM 2025

Jun 24, 2025

Operator

Hello, welcome to the Annual General and Special Meeting of Shareholders of POSaBIT Systems Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, it will be deemed to represent and warrant the Computershare and the corporation that first obtained required consent for the disclosure, recording, and transfer and use of personal information for all appropriate persons before your disclosure. At this time, it's my pleasure to turn today's meeting over to Ryan Hamlin, Chief Executive Officer and Co-founder of POSaBIT. Mr. Hamlin, the floor is yours.

Ryan Hamlin
CEO and Co-founder, POSaBIT

Thank you. Good morning and good afternoon. Welcome to the Annual General and Special Meeting of Shareholders of POSaBIT Systems Corporation. In accordance with the corporation's articles, I'll preside as chair of the meeting, and Stephen Gledhill will act as secretary of the meeting. Before commencing the formal business of this meeting, given this meeting is being held virtually, I would like to set out a few rules for orderly conduct. Number one, questions in respect of a motion or a procedural matter can be submitted by any registered shareholder or duly appointed proxyholder using the instant messaging service on the virtual interface. Please note that there will be a slight delay in the publication of the communications received. Number two, today's meeting is being held solely for the purposes set out in the notice of meeting and accompanying management information circular in respect of this meeting.

Number three, for the purpose of today's meeting, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote on each business item. Lastly, number four, when you are asked to vote, you can click on the Vote icon on the virtual interface to register your votes. I'll advise you when the polls are about to close. Let's begin. To make the best use of our time, certain shareholders or proxyholders have been asked to move the resolutions on the matters which are set out in the notice of meeting and accompanying management information circular. We'll begin with the consent of the meeting. Computershare Investor Services Inc., the corporation's registrar and transfer agent, through its representatives, will act as the scrutineer.

The scrutineer will report on the shareholders' participation in the meeting and the number of securities represented at this meeting, compute the votes cast by ballot, and report to me on these matters. The purposes of today's meeting are set out in the management information circular and accompanying materials, which have been mailed to all shareholders of the corporation. The secretary of the meeting has received proof of service of such materials, and I direct that such proof of service be annexed to the minutes of the meeting. Accordingly, the notice of meeting will not be read. I have been advised that the requisite quorum of shareholders is present and that the meeting is properly constituted for the transaction of business. I have received the scrutineer's report on attendance, and I direct that it be annexed to the minutes of the meeting.

As the first item of business, I now present to the meeting the audited consolidated financial statements of the corporation for the year ended December 31st, 2024, and the report of the auditors therein. Copies of the financial statements have been mailed to the shareholders of the corporation and are available under the corporation's profile on SEDAR website. Given the foregoing, it is not proposed that they be read at the meeting, but that they be taken as received. Before I move to the next item of business, I will now take a moment to ask that the balloting be opened to registered shareholders and duly appointed proxyholders. I will just pause briefly while Computershare opens that up. Okay.

I've been told the polls are now open, and at this point, all registered shareholders and duly appointed proxyholders who have properly logged in with their control numbers or usernames and wish to vote will be able to see on the screen all motions being brought forward at this meeting. If you have already registered your vote in one of the manners specified in the management information circular, you do not need to vote by electronic ballot at this meeting unless you wish to change your vote. Please register your votes by accessing the voting page and selecting the For, Against, or Withhold buttons as applicable next to the relevant resolutions.

Although the polls are now open, each item of business will be introduced one at a time. Registered shareholders and duly appointed proxyholders who have properly logged in with their control numbers or usernames will be able to vote on the motions until the closing of polls, which will occur shortly after the matters to be voted on which have been formally put forth before the meeting. I will now move to the next item of business. We will now proceed with setting the number of directors. I have a motion to set the number of directors at three. I will now move to the next item of business.

The following are the names of each person proposed to be nominated for election as a director of the corporation, each to serve as a director until the next meeting of shareholders at which the election of the directors is considered or until his or her successor is duly elected or appointed. The three names are Ryan Hamlin, Michael Apker, and Bruce Jaffe. Seeing no further nominations, I declare the nominations for directors closed. I move a motion to approve the election of the directors as set out in the management information circular. I will now move to the next item of business. The next item of business is to appoint the auditors of the corporation for the current year and to authorize the directors to fix their remuneration. I move a motion appointing McGovern Hurley LLP as the auditors of the corporation for the current year.

I will now move to the next item of business. The last item of business is to approve a special resolution authorizing the corporation to consolidate the corporation's issued and outstanding common shares at a share consolidation ratio to be determined by the board of directors of the corporation in its sole discretion. The exact text of the share consolidation resolution is included in the management information circular, which was distributed to shareholders in respect of this meeting. I move a motion to approve the share consolidation resolution as set out in the management information circular. Registered shareholders and duly appointed proxy holders have been provided with ample time to register their votes. Accordingly, the polls will be closing in approximately 30 seconds. Once the electronic balloting closes, the voting page will disappear and your votes will be automatically submitted.

I will now pause for 30 seconds to let the balloting complete and the ballots close. Okay, I am informed the polls are now closed. I would ask that the scrutineer compile the report on the results of voting on all business matters. Let me communicate with them briefly and I'll be right back. Okay, I've been advised that a sufficient number of the ballots and proxies deposited have been voted in favor of all resolutions considered at the meeting today. Therefore, I declare all of the resolutions to have been carried. I direct that the results of the ballots be annexed to the minutes of the meeting. I'll now ask if there is any further business. As I see there is no further business to come before the meeting, I move a motion to terminate the meeting. I declare the motion carried.

I now declare this meeting concluded. I thank you all for joining today. You may now disconnect.

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