PowerBank Corporation
Security Class: Common Shares
[name]
[address]
[city] [prov] [postal code]
[country]
FORM OF PROXY
to be held on Thursday, October 29, 2026 (the “Meeting”)
This Form of Proxy is solicited by and on behalf of the management of PowerBank Corporation (the “Company”)
Notes to proxy
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 persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.
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 must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.
This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
If this proxy is not dated, it will be deemed to bear the date on which it is mailed by the management to the holder.
If you appoint the Management Nominees, as defined herein, to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each resolution overleaf. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
This proxy confers discretionary authority in respect of amendments or variations to matters identified in the notice of meeting or other matters that may properly come before the Meeting or any adjournment or postponement thereof.
This proxy should be read in conjunction with the accompanying documentation provided by Management.
Proxies submitted must be received by 10:00 a.m., Eastern Time, on Tuesday, October 27, 2026 or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting.
| VOTING METHODS | ||
| MAIL or HAND DELIVERY | Endeavor
Trust Corporation 702 – 777 Hornby Street Vancouver, BC V6Z 1S4 | |
| FACSIMILE – 24 Hours a Day | 604-559-8908 | |
| proxy@endeavortrust.com | ||
| ONLINE | As listed on Form of Proxy or Voting Instruction Form | |
If you vote by FAX, EMAIL or On-Line, DO NOT mail back this proxy.
Voting by mail, fax or by email 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.
Login information for online voting
www.eproxy.ca
Control Number:
Password:
Appointment of Proxyholder
| I/We, being holder(s) of certain common shares in the capital of PowerBank Corporation hereby appoint: Dr. Richard Lu, CEO, or, failing this person, Nicole Rusaw, CFO (the “Management Nominees”). |
OR |
Print the name of the person you are appointing if this person is someone other than the Management Nominee listed herein. |  |
as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the annual general and special meeting of shareholders of PowerBank Corporation to be held at 803 - 505 Consumers Rd. Toronto, ON M2J 4V8 on Thursday, October 29, 2026 at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof.
MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.
| 1. Number of Directors | For | Against |
| The number of Directors shall be set to 5 (five); | ☐ | ☐ |
| 2. Election of Directors | For | Withhold |
| i) Dr. Richard Lu | ☐ | ☐ |
| ii) Matthew Wayrynen | ☐ | ☐ |
| iii) Paul Pasalic | ☐ | ☐ |
| iv) Paul Sparkes | ☐ | ☐ |
| v) Chelsea Nickles | ☐ | ☐ |
| 3. Appointment of Auditor | For | Withhold |
| To appoint Deloitte LLP, Chartered Professional Accountants as auditor of the Company for the ensuing year and to authorize the directors to fix their remuneration; | ☐ | ☐ |
| 4. Share Consolidation | For | Against |
| To adopt a special resolution approving the amendment to the articles of the Company, as amended to provide that: (i) the authorized capital of the Company be altered by consolidating all of the issued and outstanding Common Shares on the basis of a ratio to be determined by the Board, in its sole discretion, within a range of one post-consolidation share for every ten to thirty outstanding pre-consolidation shares, at any time prior to October 29, 2027 (or the date that is 12 months immediately following the date that any adjourned or postponed meeting is reconvened or held, as the case may be), with the exact ratio to be set at a whole number within this range by the Board in its sole discretion and applicable for all of the Common Shares; and (ii) any fractional shares arising from the consolidation of the Common Shares will be deemed to have been tendered by its registered owner to the Company for cancellation for no consideration. | ☐ | ☐ |
Authorized Signature(s) – This section must be completed for your instructions to be executed. |
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. | |
| Print Name(s) & Signing Capacity(ies), if applicable | |
| If no voting instructions are indicated above, this proxy will be voted as recommended by management. | __________________________________ |
Date (MM-DD-YY) THIS PROXY MUST BE DATED |
Financial Statements Request
In accordance with securities regulations, shareholders may elect annually to receive financial statements, or a notice advising how to access financial statements, if they so request. If you wish to receive such mailings, please mark your selection.
Interim Financial Reports – Mark the box to the right if you would like to RECEIVE interim financial statements and accompanying management’s discussion & analysis by mail. |
☐ | Annual Financial Report – Mark the box to the right if you would like to RECEIVE annual financial statements and accompanying management’s discussion and analysis by mail. | ☐ |
To request the receipt of future documents via email, you may contact Endeavor Trust Corporation at proxy@endeavortrust.com.