Dynacor

DYNACOR GROUP INC.

Notice of Annual Meeting of Shareholders

NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the "Shareholders") of Dynacor Group Inc. (the "Corporation") will be held via live webcast at https://meetings.lumiconnect.com/400-046-300-316 on Tuesday, June 17, 2025 at 10:00 a.m. (EDT) (the "Meeting"), for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the financial year ended December 31, 2024 and the auditors' report thereon (collectively, the "Financial Statements");
2. to elect the directors for the ensuing year;
3. to appoint the auditors and to authorize the directors to fix their remuneration;
4. to consider and, if deemed advisable, to adopt a resolution authorizing an amendment to the stock option plan of the Corporation in order to replenish 600,000 previously granted and exercised options;
5. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

The management proxy circular (the "Proxy Circular") and the form of proxy (the "Form of Proxy") prepared in respect of the Meeting accompany this notice. The enclosed Proxy Circular contains supplementary information on matters to be discussed at the Meeting, as detailed below under the heading "Matters to be Acted Upon at the Meeting" and is hereby deemed to be an integral part of this notice.

Pursuant to Canadian securities laws, we are no longer required to distribute physical copies of the meeting materials to our Shareholders for the Meeting, namely the Proxy Circular and our management's discussion and analysis for the financial year ended December 31, 2024 (the "MD&A") and the financial statements (collectively, the "Meeting Materials")

Instead, we are posting electronic versions of the Meeting Materials on a website for shareholder review, a process known as "notice and access". Electronic copies may be accessed on our website at https://dynacor.com/agm-2025/ or on the Corporation's SEDAR+ profile at www.sedarplus.ca.

Should you wish to receive paper copies of the Meeting Materials prior to the Meeting, or should you have any questions regarding the use of notice-and-access by the Corporation, please contact TSX Trust Company ("TSX Trust") at 1-888-433-6443 (toll free in Canada and the United States) or 416-682-3801 (other countries) or at [email protected], or the Corporation at 514-393-9000, or send an email to [email protected], and we will send them by postal delivery at no cost within three business days of your request. We must receive your request no later than 5:00 p.m. (EDT), on June 3, 2025, to ensure you will receive paper copies in advance of the deadline to submit your vote.

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The Meeting will be held via live webcast, where all Shareholders regardless of geographic location and equity ownership will have an equal opportunity to participate and engage with the Corporation, as well as other Shareholders.

To attend the Meeting virtually, please register using the link https://meetings.lumiconnect.com/400-046-300-316 at least 30 minutes before the scheduled start of the Meeting. After registering, you will receive a confirmation email with access instructions. You can also contact the Corporation at [email protected] for more information. To ensure a smooth process, the Corporation is asking registered participants to log into the Meeting by 9:30 a.m. (EDT) on June 17, 2025. Registered Shareholders and duly appointed proxyholders will be asked to identify themselves before the beginning of the Meeting.

Montréal, Québec, May 14, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

(s) Jean Martineau

Jean Martineau, President and Chief Executive Officer

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IMPORTANT

Please complete, sign, date and return the GOLD form of proxy or GOLD voting instruction from (together, the "GOLD Proxy"), whether or not you plan to personally attend the Meeting. Please submit the GOLD Proxy in accordance with the instructions provided therewith sufficiently in advance to enable TSX Trust to receive it prior to 10:00 a.m. (Eastern Time) on June 13, 2025, or no less than 48 hours (excluding Saturdays, Sundays and holidays) prior to any adjournment of the Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion, without notice.

SHAREHOLDERS ARE ENCOURAGED TO VOTE WELL IN ADVANCE OF THE MEETING USING THE FOLLOWING METHODS

| Voting Method | Registered Shareholders
If your securities are held in your name and represented by a physical certificate or DRS statement. | Non-Registered Shareholders
If your shares are held with a broker, bank or other intermediary. |
| --- | --- | --- |
| Internet | Go to www.meeting-vote.com. Enter the 13-digit control number printed on the form of proxy and follow the instructions on screen.

or
Complete, date and sign the form of proxy, and email to [email protected] | Go to www.proxyvote.com. Enter the control number printed on the form of proxy/voting instruction form and follow the instructions on the screen. |
| Telephone or Fax | Call TSX Trust Company at 1-888-489-7352 and an agent will help you vote online. You will need the 13-digit control number printed on the form of proxy to vote

or
Complete, date and sign the form of proxy and fax it to 416-595-9593

— | Complete, date, and sign the form of proxy/voting instruction form voting instruction form and fax it to the number listed therein. |
| Mail | Enter voting instructions, sign and date the form of proxy and return it in the enclosed postage paid envelope to:

TSX Trust Company,
P.O. Box 721
Agincourt, Ontario M1S 0A1 | Enter your voting instructions, sign and date the form of proxy/voting instruction form, and return it in the enclosed postage paid envelope. |

Questions or Require Voting Assistance?

You may contact the Corporation's shareholder communication advisor and proxy solicitation agent:

Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
Outside North America: 416-304-0211
Email: [email protected]