Mr. Andre Garber reports

NOWVERTICAL ANNOUNCES 2025 SHAREHOLDER MEETING RESULTS AND EQUITY GRANTS

Nowvertical Group Inc. has released the voting results from its annual general and special meeting of shareholders, held on June 27, 2025.

At the meeting, all matters of business set out in the company's management information circular dated May 16, 2025, were approved. Each of the five director nominees proposed by management of the company was elected to serve as a director of the company until the close of the next annual meeting of shareholders, or until such director's successor is elected or appointed. Detailed results of the votes are set out in the attached table.

Nowvertical's shareholders also voted in favour of: (i) reappointing Ernst & Young LLP as the company's auditor for the ensuing year and authorized the board of directors of the company to fix its remuneration; (ii) the approval of the 10-per-cent rolling omnibus equity incentive plan of the company; and (iii) the issuance of 477,459 Class A subordinate voting shares to Andre Garber in settlement of a portion of his wages for the period from Jan. 1, 2021, to Dec. 31, 2021. The Class A subordinate voting shares issued to Mr. Garber will be subject to a statutory hold period of four months and one day from the date of issuance.

The debt settlement transaction with the company is considered a related party transaction for purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The debt settlement transaction will be completed in reliance on exemptions available under MI 61-101 from the formal valuation of MI 61-101. The company is relying on the exemption from the valuation requirement pursuant to Subsection 5.5(a) of MI 61-101 for the insider participation, as the Class A subordinate voting shares do not represent more than 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

For further information regarding the plan and the debt settlement transaction to Mr. Garber, please see the circular, which is available on SEDAR+.

Equity award grants

In addition, the company further announces the granting of 109,400 incentive stock options and 269,531 restricted share units (RSUs) to the non-executive members of the company's board of directors, and 1,177,422 performance share units (PSUs) of the company to certain members of the company's management team.

Each option will entitle the holder thereof to acquire one Class A subordinate voting share of the company at an exercise price of 64 cents per share for a period of five years, subject to the terms of the plan. The options will vest on the one-year anniversary of the date of grant.

The RSUs will be issued pursuant to the plan and will vest on the one-year anniversary of the date of issuance. Each vested RSU will entitle the holder thereof to receive one Class A subordinate voting share of the company or a cash amount equal to the equivalent of one share.

The PSUs will be issued pursuant to the plan and, subject to the achievement of certain performance milestones, will vest on the one-year anniversary of the date of issuance. Each vested PSU will entitle the holder thereof to receive one Class A subordinate voting share of the company or a cash amount equal to the equivalent of one share.

The equity grants were made as part of Nowvertical's annual compensation process, and are intended to appropriately reward past and continuing contributions, and to incentivize contributions to Nowvertical's success in the future.

About Nowvertical Group Inc.

Nowvertical is a global data and analytics company that helps clients transform data into tangible business value with AI (artificial intelligence), fast. Offering a comprehensive suite of solutions and services, the company enables clients to quickly harness the full potential of their data, driving measurable outcomes and accelerating potential return on investment. Enterprises optimize decision-making, improve operational efficiency and unlock long-term value from their data using the company's AI-infused first party and third party technologies. Nowvertical is growing organically and through strategic acquisitions.

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