Aberdeen International : Management Information Circular 2023 (English

ABERDEEN INTERNATIONAL INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You are invited to our 2023 annual meeting of shareholders (the "Meeting") of Aberdeen International Inc. (the "Corporation"):

When: Monday, July 31, 2023 at 11:00 a.m. (Toronto time)

Where: 198 Davenport Road, Toronto, Ontario, M5R 1J2

The purpose of the Meeting is as follows:

1. Financial Statements. Receive and consider the audited financial statements as at and for the fiscal year ended January 31, 2023, together with the report of the auditors thereon (the "Financial Statements");
2. Auditor Appointment. Consider and appoint McGovern Hurley LLP as auditor of the Corporation for the ensuing year;

3. Elect Directors. Consider and elect the directors for the ensuing year; and

1. Other Business. Consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

Shareholders and/or their appointees may participate in the Meeting by way of conference call however votes cannot

be cast on the conference call. Please register https://us02web.zoom.us/meeting/register/tZUvde2vpj8pH9U_ze_VUaBie_FvidCawGqtto receive conference call details.

Notice-and-Access

Notice is also hereby given that the Corporation has decided to use the notice-and-access method of delivery ("Notice- and-Access") of Meeting Materials (as defined below) for the Meeting. Notice-and- Access allows the Corporation to deliver the Meeting Materials over the internet in accordance with the Notice-and-Access rules adopted by the Ontario Securities Commission under National Instrument 54- 101-Communicationwith Beneficial Owners of Securities of a Reporting Issuer. Under the Notice-and-Access system, Shareholders still receive a proxy or voting instruction form (as applicable) enabling them to vote at the Meeting. However, instead of a paper copy of the Management Information Circular and the Financial Statements (together, the "Meeting Materials"), Shareholders receive this notification with information on how they may access such materials electronically. The use of this alternative means of delivery is more environmentally friendly, as it will help reduce paper use and will also reduce the cost of printing and mailing materials to Shareholders. Shareholders are reminded to view the Meeting Materials prior to voting.

WEBSITES WHERE MEETING MATERIALS ARE POSTED

Materials can be viewed online under the Company's profile at www.sedar.comor at www.aberdeen.green/investors/. The Company will not use procedures known as "stratification" in relation to the use of Notice-and-Access provisions. Stratification occurs when a reporting issuer using Notice-and-Access provides a paper copy of the Management Information Circular to some Shareholders with this notice package.

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

Registered holders or beneficial owners may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting Materials are posted on the Company's website. In order to receive a paper copy of the Meeting Materials or if you have questions concerning

Notice-and-Access, please call toll free at 1-866-600-5869. Requests should be received by July 17, 2023 in order to receive the Meeting Materials in advance of the meeting date.

The directors of the Corporation have fixed the close of business on June 19, 2023 as the record date, being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any postponement(s) or adjournment(s) thereof.

You may vote your shares by proxy if you are unable to attend the meeting. Please review the enclosed Circular and date, sign and return the enclosed form of proxy to the Corporation's transfer agent by July 27, 2023 at 11:00 a.m. (Toronto time).

DATED at Toronto, Ontario as of the 28th day of June, 2023

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) "Martin Schuermann"

Chief Executive Officer and Executive Chairman

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MANAGEMENT INFORMATION CIRCULAR

ABOUT THE SHAREHOLDER MEETING

July 31, 2023

Solicitation of Proxies

You have received this management information circular (the "Circular") because you owned common shares ("Common Shares") of Aberdeen International Inc. ("Aberdeen" or the "Corporation") as of June 19, 2023. You are therefore entitled to vote at the 2023 annual meeting of shareholders (the "Meeting") to be held on July 31, 2023, and any postponement(s) or adjournment(s) thereof.

The board of directors of the Corporation has set the record date for the Meeting as June 10, 2023 (the "Record Date"). The Corporation shall make a list of all persons who are registered shareholders of the Corporation on the Record Date and the number of Common Shares registered in the name of each person on that date. Each Shareholder is entitled to one vote on each matter to be acted on at the Meeting for each Common Share registered in his or her name as it appears on the list.

Management is soliciting your proxy for the Meeting. The board of directors of Aberdeen (the "Board") has fixed 11:00 a.m. (Toronto time) on July 27, 2023, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be acted upon at the Meeting shall be deposited with the Corporation's transfer agent. Costs associated with the solicitation by management will be borne by Aberdeen.

These materials are being sent to both registered owners ("Shareholders") and non-registered owners ("Non-RegisteredShareholders") of Common Shares. The Corporation or its agent has obtained information regarding non-registered owners in accordance with the applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Unless otherwise stated, the information contained in this Circular is as of the Record Date. All dollar amounts referenced in this Circular, unless otherwise indicated, are expressed in Canadian dollars. United States dollars are referred to as "United States dollars" or "US$".

Voting

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. You may appoint some other person or entity (who need not be a Shareholder) to represent you at the Meeting by inserting such person's name in the blank space provided in that form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of the transfer agent of the Corporation indicated on the enclosed envelope not later than the times set out above.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the Shareholder or by an attorney authorized in writing at 198 Davenport Road, Toronto, Ontario, M5R 1J2 at any time up to and including the last business day preceding the day of the Meeting.

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Voting of Proxies

Registered Shareholders

You can vote in person or vote by proxy. Voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a shareholder. The executive officers named in the proxy form can act as your proxyholder and vote your Common Shares according to your instructions.

If you appoint the Aberdeen proxyholders and do not indicate your voting instructions, they will vote your Common Shares:

• FOR the appointment of the auditors
• FOR the election of the nominated directors

If you want to appoint someone else as your proxyholder, print that person's name in the blank space provided in the proxy form (or complete another proxy form) and send the form to the Corporation's transfer agent in accordance with the instructions on the proxy form. Make sure this person is aware that you appointed them as your proxyholder and that they must attend the Meeting to vote on your behalf and according to your instructions. If you do not indicate your voting instructions, your proxyholder can vote as he or she sees fit.

At the time of printing this Circular, management is not aware of any amendments, variations or other matters to come before the Meeting. If other matters are properly brought before the Meeting, your proxyholder can vote as he or she sees fit.

The transfer agent must receive the completed proxy form by 11:00 a.m. (Toronto time) on July 27, 2023, or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting.

Non-Registered Shareholders

Non-Registered Shareholders are those holders who beneficially own Common Shares in the name of an intermediary such as a bank, trust company, securities dealer (all, an "Intermediary") or in the name of a clearing agency such as CDS & Co. Securities laws require the Corporation to send the Meeting materials to the Intermediaries and clearing agencies so they can distribute them to Non-Registered Shareholders. These materials include the notice of the meeting, this Circular, a proxy or voting instruction form, a consent form to receive supplemental mailings, a copy of the Corporation's 2023 annual report if the Non-Registered Shareholder requested a copy and documents by electronic delivery.

Intermediaries and clearing agencies must forward the meeting materials to Non-Registered Shareholders unless the shareholder has waived the right to receive them. If you are a Non-Registered Shareholder and have not waived the right to receive the materials, your package includes either a voting instruction form (not signed by your Intermediary) or a proxy form (signed by your Intermediary).

Either form instructs your Intermediary (the respective registered Shareholder) to vote your Common Shares according to your instructions. Be sure to send back your completed form as soon as possible to ensure your Intermediary carries out your voting instructions.

Adoption of Notice and Access

In accordance with the notice and access rules adopted by the Ontario Securities Commission under NI 54- 101, the Corporation has sent its proxy-related materials directly to registered holders and NOBOs using notice-and-access. Therefore, although Shareholders still receive a Form of Proxy or VIF in paper copy, this Circular, annual consolidated financial statements and related MD&A are not physically delivered. Instead,

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Shareholders may access these materials at www.aberdeen.green/investors/. or under the Corporation's profile page on SEDAR at www.sedar.com.

Registered Shareholders or Non-Registered Shareholders may request paper copies of the Meeting materials be sent to them by postal delivery at no cost to them. Requests may be made up to one year from the date the Meeting materials are posted on the Corporation's website. In order to receive a paper copy of the Meeting materials or if you have questions concerning Notice-and-Access, please call toll free at 1-866-600-5869. Requests for paper materials should be received by July 17, 2023 in order to receive the Meeting materials in advance of the Meeting.

Voting Securities and Principal Holders

The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the Record Date, the Corporation had 144,877,282 Common Shares issued and outstanding and no preferred shares issued and outstanding. To the knowledge of the directors and officers of the Corporation, as at the Record Date, no person beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to the Common Shares, other than Stan Bharti who has disclosed publicly that he holds or controls 19,185,000 Common Shares, which represents approximately 13.2% of the outstanding Common Shares as of the date hereof.

BUSINESS OF THE MEETING

Other than in respect of the election of directors, no informed person (as such term is defined under applicable securities laws) of the Corporation or Nominee (as defined herein) (and each of their associates or affiliates) has had any direct or indirect material interest in any transaction involving the Corporation since February 1, 2022 or in any proposed transaction that has materially affected or would materially affect the Corporation or its subsidiaries.

Financial Statements

The financial statements of the Corporation as at and for the financial year ended January 31, 2023, together with the auditor's report thereon have been approved by the Board, will be presented to Shareholders for review at the Meeting and were mailed to Shareholders with the Notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

Appointment of Auditors

McGovern Hurley LLP, Chartered Accountants, have been the auditors of the Corporation since March 7, 2006.

Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote FORthe appointment of McGovern Hurley LLP, Chartered Accountants, as auditors of the Corporation until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration.

The following table sets out the fees billed by the Corporation's auditors for the years ended January 31, 2023 and 2022.

Service	2023	2022
Audit Fees(1)	$63,000	$58,000
Audit-Related Fees(2)	$12,000	$10,000
Tax Fees(3)	NIL	NIL
Other Fees(4)	NIL	NIL
Total:	$75,000	$68,000

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