Secure Waste Infrastructure Corp. — Proxy Solicitation & Information Statement 2025

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

THE HOLDERS OF COMMON SHARES (THE "SHAREHOLDERS") OF SECURE WASTE INFRASTRUCTURE CORP. ("SECURE") ARE INVITED TO OUR ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS (THE "MEETING").

The Business of the Meeting is to:

• Receive the audited consolidated financial statements and the auditor's report for the year ended December 31, 2024;
• Appoint the auditors of SECURE for the ensuing year and to authorize the board of directors of SECURE (the "Board") to set the remuneration of the auditors;
• Elect directors of SECURE for the ensuing year or until their successors are elected or appointed;
• Hold a non-binding "say on pay" advisory vote approving SECURE's approach to executive compensation;
• Consider and, if thought advisable, approve SECURE's omnibus incentive plan and all unallocated awards thereunder, as further described in the Information Circular; and
• Transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The specific details of the matters to be brought before the Meeting are set forth in the information circular accompanying this notice (the "Information Circular"). Shareholders should review the Information Circular prior to voting.

The Right to Vote

Holders of common shares of SECURE as at the close of business on March 17, 2025, are entitled to receive notice of and to attend and vote at the Meeting, or any adjournment or postponement of the Meeting.

Voting

Consistent with the prior year, the Meeting will be conducted via live audio conference call. Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to vote. Your participation as a Shareholder is very important to us.

If you are a registered shareholder and unable to attend the Meeting, you are requested to complete, date and sign the enclosed form of proxy and return it to Odyssey Trust, Attention: Proxy Department, Traders Bank Building, 702, 67 Yonge Street, Toronto, Ontario M5E 1J8. You may also vote online at https://vote.odysseytrust.com or by fax at 1-800-517-4553. If you are a non-registered shareholder, you are requested to return the voting information form provided by your broker or other intermediary in accordance with instructions contained therein.

In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by Odyssey Trust Company by 11:00 a.m. (Mountain Time) on Wednesday, April 30, 2025, or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. A person appointed as proxyholder need not be a Shareholder. See the Information Circular for further instructions.

As described in the notice and access notification mailed to beneficial Shareholders of SECURE, we continue to deliver the Information Circular to beneficial Shareholders by posting it on our website at www.SECURE.ca. The use of this alternative means of delivery is more environmentally responsible as it will help reduce paper use and it will also reduce printing and mailing costs. The Information Circular will be available on SECURE's website, www.SECURE.ca, as of March 25, 2025, and will remain available on the website for at least one full year thereafter. The Information Circular will also be available under SECURE's profile on SEDAR+ at www.sedarplus.ca and will be mailed to registered Shareholders as required.

By order of the Board of Directors of SECURE Waste Infrastructure Corp.

Mick Dilger
Chair of the Board of Directors
March 20, 2025

MEETING DETAILS

Date: Friday, May 2, 2025
Time: 11:00 A.M. (MST)
Audio conference call: Toll-Free: 1-877-869-3847
Reference ID: 13751637 or SECURE
Record Date: March 17, 2025

VOTING OPTIONS

☐ Online: https://vote.odysseytrust.com
☐ Mail: Complete, date and sign the enclosed form of proxy and return it to:
Odyssey Trust Company
Attention: Proxy Department
Traders Bank Building
702, 67 Yonge Street
Toronto, Ontario M5E 1J8
☐ At the Meeting
Refer to the Information Circular for more information