POWERNOVA TECHNOLOGIES CORPORATION
#1010, 207 West Hastings Street
Vancouver, BC
V6B 1H7
NOTICE OF ANNUAL AND SPECIAL MEETING
NOTICE IS HEREBY GIVEN that the annual and special meeting of the shareholders of POWERNOVA
TECHNOLOGIES CORPORATION (the “Company”) will be held at #1620, 1185 West Georgia Street,
Vancouver, British Columbia, on Wednesday, November 24, 2010 at 11:00 a.m. (Vancouver time) to transact the
usual business of an annual meeting and for the following purposes:
1.
To receive and consider the financial statements of the Company, together with the auditor’s reports
thereon, for the fiscal years ended May 31, 2009 and May 31, 2010;
2.
To fix the number of directors for the ensuing year at five (5) persons;
3.
To elect the directors to hold office until the next annual meeting of the Company;
4.
To appoint the auditors for the Company to hold office until the next annual meeting of the Company;
5.
To authorize the directors to fix the remuneration to be paid to the auditor for the Company;
6.
To re-approve the Stock Option Plan;
7.
To approve a special resolution to alter the Company’s Notice of Articles to provide for an increase in the
authorized share capital from 50,000,000 common shares to an unlimited number of common shares; and
8.
To transact such other business as may properly be brought before the meeting or any adjournment or
adjournments thereof.
The specific details of the matters proposed to be put before the Meeting are set forth in the Management
Information Circular accompanying this notice.
If you are unable to attend the Meeting in person, date and sign the enclosed form of proxy and mail it to or deposit
it with Equity Financial Trust Company, 200 University Avenue, Suite 400, Toronto, Ontario, M5H 4H1. In order
to be valid and acted upon at the Meeting, the forms of proxy must be returned not less than 48 hours before the
time for holding the Meeting (excluding Saturdays, Sundays and holidays) or any adjournment.
Only shareholders of record at the close of business on October 22, 2010 will be entitled to vote at &nbs p;the Meeting,
unless that shareholder has transferred any shares subsequent to that date and the transferee shareholder, not later
than 10 days before the Meeting, establishes ownership of the shares and demands that the transferee’s name be
included on the list of shareholders.
Dated at Vancouver, British Columbia, this 22nd day of October, 2010
By order of the Board of Directors of
POWERNOVA TECHNOLOGIES CORPORATION
"Stuart Lew"
Stuart Lew,
Chief Executive Officer