Beneficial International, Inc.

Notice of Special Meeting of Shareholders

To Be Held On March 27, 2025

March 10, 2025

Dear Shareholders,

The board of directors (the “Board”) of Beneficial International, Inc., a Utah corporation (the “Corporation”), hereby notifies you that a special meeting of the Corporation’s shareholders will be held on Thursday, March 27, 2025, at 10:00 AM Mountain Daylight Time. The special meeting will be held online via the online webinar platform - Zoom. Information about the meeting, including instructions for virtual attendance and voting by proxy may be obtained prior to the meeting by contacting the Corporation’s counsel at mstern@swlaw.com, or by calling (303) 634-2143.

The purpose of the special meeting is to consider and vote upon the dissolution of the Corporation (the “Dissolution”).

The Board is recommending the Dissolution for consideration and vote by the shareholders. In making such recommendation, the Board has reviewed financial materials regarding the liabilities and liquidity situation of the Corporation, strategic alternatives available to the Corporation, and the impact of the foregoing on the Corporation’s business. Based on such review, the Board has determined that the Corporation will be unable to continue as a going concern in the near term. Therefore, the Board has determined that it is in the best interest of the Corporation’s shareholders to authorize that the Corporation’s remaining available assets be liquidated and distributed to the shareholders following the satisfaction of the Corporation’s outstanding liabilities and subject to reasonable reserves for contingent liabilities.

The record date for determining the Corporation’s shareholders entitled to receive notice of, to attend, and to vote at the special meeting is 5:00 PM Mountain Daylight Time on March 9, 2025. Only those persons who are the registered holders of shares of the Corporation’s common stock on the record date will be entitled to attend and vote at the special meeting. For the Dissolution to be approved, holders of a majority of the shares of the Corporation’s common stock represented at the special meeting must vote in favor of the Dissolution described above.

Shareholders may attend the special meeting virtually or may be represented at the meeting by proxy. Any such proxy must be given either electronically or in a writing signed by the registered holder of the shares of Corporation common stock to which such proxy applies. For your convenience, a proxy may be given by contacting the Corporation’s counsel at mstern@swlaw.com or at (303) 634-2143.

Your vote is important. Whether or not you expect to attend the special meeting, please vote so that your shares can be represented at the special meeting.

If you plan to attend the special meeting in person, please ensure to log in using the information set forth above at least 30 minutes in advance. Once you log in, your status as a shareholder will be verified. If you experience difficulty in accessing the special meeting on Zoom, please contact the Corporation’s counsel at mstern@swlaw.com or at (303) 634-2143.

If you have any questions, please email the Corporation’s counsel at mstern@swlaw.com. Please take this opportunity to vote. Thank you for your participation and for your continued support.

By Order of the Board of Directors,

Wallace V. Nelson,
President, CEO, and Director