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SATO Technologies Corp. Proxy Solicitation & Information Statement 2026

Jun 5, 2026

46366_rns_2026-06-05_a2869aa0-ae16-4022-aceb-dbdad590f515.pdf

Proxy Solicitation & Information Statement

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SATO TECHNOLOGIES CORP.

320 Bay Street, 14th Floor Toronto, ON M5H 4A6 www.computershare.com

Security Class
Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on June 22, 2026

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

  1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

  2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President.

  3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

  4. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

  5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

  6. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

  8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 5:00 pm, Eastern Daylight Time, on June 18, 2026.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

To Vote Using the Telephone

To Vote Using the Internet

To Receive Documents Electronically

  • Call the number listed BELOW from a touch tone telephone.

  • Go to the following web site: You can enroll to receive future securityholder www.investorvote.com communications electronically by visiting www.investorcentre.com.

  • Smartphone?

  • 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We being holder(s) of securities of SATO Technologies Corp. (the OR Print the name of the person you are “Corporation”) hereby appoint: Romain Nouzareth, or failing this person, appointing if this person is someone Kyle Appleby (the "Management Nominees") other than the Management Nominees listed herein.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held at 433 Broadway, Meeting Room 5, New York, NY 10002, USA on June 22, 2026 at 11:00 am, Eastern Daylight Time and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
1.Election of Directors
For
Withhold For Withhold For Withhold
01. Dominique Payette 02. Randal S. Milch 03. Frank Di Tomaso
04. Romain Nouzareth 05. Mathieu Nouzareth -------
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2.Appointment of Auditors
Appointment of Davidson & Company LLP as
remuneration.
Auditors of the Corporation for the ensui ng year and aut horizing the Directors to fix their For Withhold
For Against
3.Share Consolidation
To consider, and if thought appropriate, to ap
Corporation to complete a consolidation of th
Common Shares for one (1) post-consolidatio
Corporation at a later date.
prove with or without variation, a special
e Common Shares on the basis of a ratio
n Common Share, with the timing and ex
resolution autho
of between five
act ratio to be d
rizing an amendment to the articles of the
(5) and twenty-five (25) pre-consolidation
etermined by the board of directors of the
For Against
4.Omnibus Equity Incentive Plan
To consider and, if deemed advisable, to pas
incentive plan, for the ensuing year.
s, with or without variation, an ordinary re solution approvi ng the Corporation’s omnibus equity For Against
5.Amendments to Stock Options -------
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To consider and, if deemed appropriate, approve, with or without variation, an ordinary resolution of disinterested shareholders approving the repricing and amendment to the term of up to 3,820,846 outstanding stock options granted to certain directors and officers of the Corporation.

Signature of Proxyholder Signature(s) I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management. If you are voting on behalf of a corporation you are required to provide your name and designation of office, e.g., ABC Inc. per John Smith, President. Signing Capacity

Date

Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by accompanying Management’s Discussion and Analysis by mail. mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

K B A Q

3 8 6 2 9 9

A R 1