NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of NATURALLY ADVANCED TECHNOLOGIES INC. (the "Company") will be held at 500 Granville Street, Vancouver, British Columbia, V6C 1W6, on Wednesday, September 22, 2010 at 2:00 p.m. (Vancouver time) for the following purposes:

1. To review and consider the audited financial statements of the Company for the fiscal year ended December 31, 2009, the report of the auditor thereon and the related management discussion and analysis;
2. To appoint an auditor for the ensuing year;
3. To set the number of directors of the Company at eight;
4. To elect the directors of the Company for the ensuing year;
5. To approve the Company's 2010 fixed share option plan; and
6. To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

An Information Circular accompanies this Notice of Meeting. The Information Circular contains details of matters to be considered at the Meeting.

Registered Shareholders who are unable to attend the Meeting in person and who wish to ensure that their shares will be voted at the Meeting are requested to complete, sign, date and return the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular.

Non-registered shareholders who plan to attend the Meeting must follow the instructions set out in the form of proxy or voting instruction form and in the Information Circular to ensure that their shares will be voted at the Meeting. If you hold your shares in a brokerage account you are not a registered shareholder.

Dated at Vancouver, British Columbia, Canada, on this 20th day of August, 2010.

This Information Circular is furnished in connection with the solicitation of proxies by the management of NATURALLY ADVANCED TECHNOLOGIES INC. (the "Company") for use at the annual general meeting (the "Meeting") of its shareholders to be held on 22^nd day, September, 2010, at the time and place and for the purposes set forth in the accompanying Notice of meeting and any adjournment thereof.

In this Information Circular, references to "the Company", "we" and "our" refer to NATURALLY ADVANCED TECHOLOGIES INC. "Common Shares" means common shares without par value in the capital of the Company. "Beneficial Shareholders" (also known as "Non-Registered Shareholders") means shareholders who do not hold Common Shares in their own name, and "intermediaries" refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders and "Non-Registered Shareholders".

It is expected that the solicitation of proxies will be primarily by mail. Proxies may be solicited personally or by telephone by directors, officers and employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the Meeting materials to beneficial owners of the Common Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

The persons named in the accompanying form of proxy (the "Proxy") are Kenneth Barker, the Chief Executive Officer and a director of the Company and Jason Finnis, the President, Chief Operating Officer and a director of the Company. If you are a shareholder entitled to vote at the Meeting you have the right to appoint a person or company, other than the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by:

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The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

1. each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;
2. any amendment to or variation of any matter identified therein; and
3. any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders submitting a proxy may do so by:

1. completing, dating and signing the enclosed Proxy and returning it to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), by fax within North America at 1-866-249-7775, outside of North America at 416-263-9524, or by mail or by hand to the 9^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1;
2. using a touch-tone phone to transmit voting choices to a toll free number at 1-866-732-8683 and following the instructions of the voice response system by providing the Control Number, Holder Account Number and Access Number located on the Proxy; or
3. using the internet through the website of Computershare at www.investorvote.com.

In all cases ensuring that the Proxy is received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or any adjournment thereof at which the Proxy is to be used.

The information in this section is of significant importance to shareholders who do not hold Common Shares in their own name.

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting.

Most shareholders of the Company are "non-registered" shareholders because the Common Shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank or trust company through which they purchased the shares. More particularly, a person is not a registered shareholder in respect of Common Shares which are held on behalf of that person (the "Non-Registered Holder") but which are registered either:

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In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has distributed copies of the Notice of Meeting, this Information Circular and the Proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials to Non-Registered Holders unless a Non-Registered Holder has waived the right to receive them. Often Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. Generally, Non-Registered holders who have not waived the right to receive Meeting Materials will either:

1. be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Common Shares beneficially owned by the Non-Registered Holder but which is otherwise not completed. Because the Intermediary has already signed the form of proxy, this form of proxy is not required to be signed by the Non-Registered Holder when submitting the proxy. In this case the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deposit it with Computershare as provided above; or
2. more typically, be given a voting instruction form which is not signed by the Intermediary, and which when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions (often called a "proxy authorization form") which the Intermediary must follow. Typically, the proxy authorization form will consist of a one page pre-printed form. Sometimes, instead of the one page pre-printed form, the proxy authorization form will consist of a regular printed proxy form accompanied by a page of instructions which contains a removable label containing a bar-code and other information. In order for the form of proxy to validly constitute a proxy authorization form, the Non-Registered Holder must remove the label from the instructions and affix it to the form of proxy, properly complete and sign the form of proxy and return it to the Intermediary or its service company in accordance with the instructions of the Intermediary or its service company.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares which they beneficially own. Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the Non-Registered Holder should strike out the names of the Management Proxyholders named in the Proxy form and insert the Non-Registered Holder's name in the blank space provided. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

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The solicitation of proxies involve securities of an issuer located in Canada and are being effected in accordance with the corporate laws of the Province of British Columbia, Canada, and securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is incorporated under the Business Corporations Act (British Columbia), as amended, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

In addition to revocation in any other manner permitted by law, a registered shareholder who has given a proxy may revoke it by:

1. executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered shareholder or the registered shareholder's authorized attorney in writing, or, if the registered shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare at 9^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening of the Meeting, or to the Chairman of the Meeting on the day of the Meeting or any reconvening thereof or in any other manner provided by law; or
2. personally attending the Meeting and voting the registered shareholder's Common Shares.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

No directors or executive officers of the Company, or any person who has held such a position since the beginning of the last completed financial year end of the Company, nor any nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, either direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as may be set out in this Information Circular.

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The Board of Directors of the Company (the "Board") has fixed July 30, 2010, as the record date (the "Record Date") for determination of persons entitled to receive notice of the Meeting. Only shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue 100,000,000 Common Shares without par value. As at the date of this Information Circular, 35,288,202 Common Shares without par value of the Company were issued and outstanding, each such Common Share carrying the right to one vote at the Meeting.

The Board and Officers of the Company are soliciting proxies by issuance of this Information Circular. Those persons, their present offices and their common shares beneficially owned in the Company, directly or indirectly, are reflected below together with the names of those individuals who beneficially own, directly or indirectly, or exercise control or direction, over common shares carrying more than 5% of the voting rights attached to any class of voting securities of the Company:

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(2)        This figure consists of: (a) 1,728,604 Common Shares held by Mr. Edmunds; (b) 252,500 Common Shares held by Lesley Hayes, the wife of Mr. Edmunds; (c) Mr. Edmunds also holds options to acquire 50,000 Common Shares; (d) Ms. Hayes holds options to acquire 20,000 Common Shares; and (d) Mr. Edmunds holds warrants to acquire 37,037 Common Shares.

(3)        This figure consists of (a) 2,190,873 Common Shares, of which 1,788,522 Common Shares are held jointly by Jason Finnis and Larisa Harrison who are husband and wife; 195,565 Common Shares are held by Mr. Finnis and 206,786 Common Shares are held by Ms. Harrison; and (b) Mr. Finnis holds options to acquire 682,939 Common Shares and Ms. Harrison holds options to acquire 382,938 Common Shares.

(4)        This figure consists of: (a) 939,931 Common Shares; (b) options to acquire 50,000 Common Shares; and (c) 87,500 warrants to acquire 87,500 shares.

(5)        This figure consists of options to acquire 100,000 Common Shares.

(6)        This figure consists of: (a) 2,025,000 Common Shares; and (b) options to acquire 75,000 Common Shares.

(7)        This figure consists of: (a) 184,300 Common Shares; and (b) options to acquire 550,000 Common Shares.

(8)        This figure consists of (a) 8,398,227 Common Shares; (b) options to acquire 3,910,877 Common Shares; and (c) warrants to acquire 124,537 Common Shares.

The management of the Company proposes that the number of directors to be elected at the Meeting be set at eight. Shareholders will be requested to approve an ordinary resolution that the number of directors be fixed at eight.

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The term of office of each of the current directors will end at the conclusion of the Meeting. Unless the director's office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia), each director elected will hold office until the conclusion of the next annual general meeting of the Company, or if no director is then elected, until a successor is elected.

The following table sets out the names of management's nominees for election as directors, all major offices and positions with the Company and any of its significant affiliates each now holds, each nominee's principal occupation, business or employment for the five preceding years for new director nominees, the period of time during which each has been a director of the Company and the number of Common Shares of the Company owned by each, directly or indirectly, or over which each exercised control or direction, as at the date of this Information Circular.

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(2)         Member of Compensation Committee.

(3)         This figure consists of (a) 1,077,019 Common Shares, of which 112,649 Common shares are held directly by Mr. Barker, 83 Common Shares are held of record by Meriwether Group Investments, LLC (of which Mr. Barker has a 50% equity ownership interest), and 964,287 Common Shares are held of record by Meriwether Capital Partners LP (of which Mr. Barker has a one-third equity ownership interest in Meriwether Ventures, the general partnership which is the manager of Meriwether Capital Partners LP). Mr. Barker also holds options to acquire 2,000,000 Common Shares.

(4)         This figure consists of 1,728,604 Common Shares held by Mr. Edmunds and 252,500 Common Shares held by Lesley Hayes, the wife of Mr. Edmunds. Mr. Edmunds also holds options to acquire 50,000 Common Shares. Ms. Hayes also holds options to acquire 20,000 Common Shares. Robert Edmunds holds warrants to acquire 37,037 Common Shares.

(5)         This figure consists of (a) 2,190,873 Common Shares, of which 1,788,522 Common Shares are held jointly by Jason Finnis and Larisa Harrison who are husband and wife; 195,565 Common Shares are held solely by Mr. Finnis and 206,786 Common Shares are held solely by Ms. Harrison. Mr. Finnis also holds options to acquire 682,939 Common Shares. Ms. Harrison also holds options to acquire 382,938 Common Shares.

(6)         Mr. Horvat also holds options to acquire 50,000 Common Shares. Mr. Horvat holds warrants to acquire 87,500 Common Shares.

(7)         Mr. Jones also holds options to acquire 100,000 Common Shares.

(8)         Mr. Moore also holds options to acquire 75,000 Common Shares.

(9)         Mr. Prevost also holds options to acquire 550,000 Common Shares.

To the knowledge of management, no proposed director:

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In this section "NEO" or "Named Executive Officer" means each of the following individuals:

The only equity compensation plan which the Company currently has in place is its 2008 Fixed Share Option Plan under which 6,058,766 shares are authorized. The 2008 Fixed Share Option Plan was approved by the TSXV on November 6, 2008.

Shareholders are being asked to approve a new plan (See Section "Particulars of Matters to be Acted Upon").

The table set forth below presents the securities authorized for issuance with respect to the respective Stock Option Plans under which equity securities are authorized for issuance as of December 31, 2009.

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To the knowledge of management of the Company, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect the Company or any of its subsidiaries during the year ended December 31, 2009, or has any interest in any material transaction in the current year other than as set out below:

On February 19, 2007, the Company signed a secured loan agreement with Robert Edmunds, a director of the Company, for financing of apparel manufacturing. Under the terms of this agreement, the Company can borrow up to US$400,000 at an interest rate of 12% with a 1% charge for each draw on the loan. On August 28, 2007, this amount was increased to US$550,000. The loan is secured by a subordinated charge on the assets of the Company and was originally due February 28, 2008, and was subsequently extended to February 28, 2009. During 2007, the Company made draws on the loan totaling US$510,000. On March 7, 2008, the Company increased the amount available from the secured loan agreement to US$700,000 and made an additional draw against the loan for US$183,000 on March 8, 2008. On June 13, 2008, the Company made a draw of US$7,000 on the secured loan agreement and also received an additional US$35,000 loan. The additional loan of US$35,000 and outstanding interest of US$40,726 were paid back to Mr. Edmunds on July 22, 2008.

On February 16, 2009, Mr. Edmunds advanced the Company an additional US$200,000 for a total amount due to him of US$900,000. A new secured loan agreement, with an interest rate of 12%, is due in February, 2011, and is for the total amount outstanding (US$900,000).

On September 21, 2009, the Company closed a non-brokered private placement for gross proceeds of CDN$999,672 (US$916,366). Pursuant to the private placement, the Company issued a total of 833,060 units (each a "Unit") at a subscription price of CDN$1.20 per Unit, with each Unit being comprised of one Common Share and one-half of one share purchase warrant (each a "Warrant"), and with each whole Warrant exercisable to purchase one additional Common Share at a price of CDN$1.50 until September 21, 2012.

Miljenko Horvat, a director and officer of the Company, purchased 25,000 Units in the private placement.

On May 18, 2010, the Company closed a non-brokered private placement for gross proceeds of $1,424,739. Pursuant to the private placement, the Company issued a total of 1,424,739 units (each a "Unit") at a subscription price of $1.00 per Unit, with each Unit being comprised of one Common Share and one-half of one share purchase warrant (each a "Warrant"), and with each whole Warrant exercisable to purchase one additional Common Share at a price of $1.25 until May 19, 2013, 2012.

Miljenko Horvat, a director and officer of the Company, purchased 150,000 Units in the private placement.

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As of the end of the financial year ended December 31, 2009, the Company was party to a CEO Agreement dated for reference as at August 24, 2009, with Kenneth Barker, the CEO and a director of the Company. Under the CEO Agreement, Mr. Barker is to be paid US$15,000.00 per month plus reimbursement of out-of-pocket. The CEO Agreement can be terminated without cause by either party with 30 calendar days prior written notice.

Under the terms of the CEO Agreement and subject to certain vesting terms and conditions, the Company granted Mr. Barker the right and option to purchase an aggregate of up to 500,000 Common Shares at a price of US$1.17 Common Share expiring October 20, 2014.

The management of the Company proposes to nominate Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, as auditor of the Company to hold office until the next annual general meeting of shareholders, at a remuneration to be fixed by the Board.

Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants, has acted as the Company's auditor since June 12, 2004.

National Instrument 52-110 of the Canadian Securities Administrators ("NI 52-110") requires the Company, as a venture issuer, to disclose annually in its information circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

The Company's Board has adopted a charter (the "Charter") for its Audit Committee. A copy of the Audit Committee Charter is attached as Schedule "A" hereto.

The following table sets out the members of the Audit Committee and indicates whether each is "independent" members and whether each is "financially literate" within the meanings given to those terms in the Charter.

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(2)        A member of the Audit Committee is considered "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Each member of the Audit Committee has:

1. an understanding of the accounting principles used by the Company to prepare its financial statements;
2. the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
3. experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more individuals engaged in such activities; and
4. an understanding of internal controls and procedures for financial reporting.

At no time since the commencement of the Company's most recently completed financial year have any recommendations by the Audit Committee respecting the appointment and/or compensation of the Company's external auditors not been adopted by the Board.

At no time since the commencement of the Company's most recently completed financial year has the Company relied on:

1. the exemptions in section 2.4 of "De Minimus Non-Audit Services" (Section 2.4 of NI 52-110); or
2. any exemption from NI 52-110 provided by Part 8 of NI 52-110.

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

The following table discloses the fees billed to the Company by its external auditor during the last two financial years.

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(2)         The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit Fees".

(3)         The aggregate fees billed for tax compliance, tax advice, and tax planning services.

(4)         The aggregate fees billed for professional services other than those listed in "Audited Fees", "Audited-Related Fees" and "Tax Fees".

Corporate governance refers to the policies and structure of the board of directors of a company whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the board of directors from executive management and the adoption of policies to ensure the board of directors recognizes the principles of good management. The Board is committed to sound corporate governance practices; as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

In order that the Board can function independently of management, it will seek to maintain a majority of the Board as independent and unrelated.

An "independent director" is a director who is not an employee or officer of the Company and is not receiving remuneration from the Company beyond directors' fees. In the context of the Audit Committee, as defined in NI 52-110, no material relationship with the Company is a further requirement.

An "unrelated director" is a director who is independent of management and free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially, interfere with the director's ability to act with a view to the best interests of the Company, other than interests and relationships arising from the holder of shares of the Company.

The following table describes whether the directors are independent and, if not independent, sets out the reasons:

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None of the current directors of the Company hold directorships in any other reporting issuers.

New directors, as part of the orientation program, meet with senior management to discuss the business of the Company and receive historical and current operating and financial information and may tour offices and locations of the Company.

The Board has adopted a code of business conduct and ethics applicable to all our employees and directors (the "Code").

The Code is intended to describe our core values and beliefs and to provide the foundation for all business conduct. The Code is further intended to focus our Board and each director, officer and employee on areas of ethical risk, provide guidance to our directors, officers and employees to help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and help foster a culture of honesty and accountability. Our guidelines for conducting business are consistent with the highest standards of business ethics. Each director, officer and employee must comply with the letter and spirit of this Code.

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

The Company has a Compensation Committee comprised of Larisa Harrison, Miljenko Horvat and Robert Edmunds. The Compensation Committee is responsible for the development and supervision of the Company's approach to compensation for directors, officers and senior management as well as bonuses and any increases in compensation to employees or staff that would have a material impact on the Company's expenses.

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The Company has adopted a Compensation Committee Charter. The Company has posted the text of the Compensation Committee Charter on its Internet website at www.naturallyadvanced.com.

In addition to the Audit Committee and the Compensation Committee, the Company has one additional committee, the Advisory Board Committee. The Advisory Board Committee is comprised of Lesley Hayes, John Hoekman and Jeremy K. Jones.

8.          Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board.

In addition to the ordinary business to be conducted at the Meeting, approval of the Company's shareholders is being sought for the following matters:

The TSXV requires that each company listed on the TSXV have a stock option plan if the company grants options to its optionees. Subject to the approval of the regulatory authorities having jurisdiction over the securities of the Company, on August 16, 2010 the board of directors approved the adoption of the 2010 Fixed Share Option Plan in which a maximum number of 7,057,640 Common Shares (approximately 20% of the current issued and outstanding Common Shares) were reserved for issuance (the "2010 Option Plan"). It is the responsibility of the Board to ensure that the provisions of the Plan are adhered to.

The Company currently has a stock option plan outstanding, the 2008 Fixed Share Option Plan. Under the 2008 Fixed Share Option Plan, a maximum of 6,068,266 options are reserved for issuance. As of August 16, 2010, 6,044,000 options are issued and outstanding under the 2008 Fixed Share Option Plan.

All outstanding options will be rolled into the 2010 Fixed Share Option Plan and will be counted against the number of Common Shares available for option under the 2010 Option Plan. An option can be exercisable for a maximum of 10 years.

         Eligible Optionees

The Board recommends that shareholders vote in favour of the adoption of the 2010 Option Plan.

The Company is of the view that the 2010 Option Plan provides the Company with the flexibility necessary to attract and maintain the services of senior executives and other employees in competition with other businesses in the industry. A full copy of the 2010 Option Plan will be available for inspection at the Meeting.

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An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy.

The audited financial statements of the Company for the year ended December 31, 2009, and the report of the auditor thereon will be placed before the Meeting. Additional financial statements for the past two years may be obtained upon request without charge from Guy Prevost, the Chief Financial Officer of the Company, at Suite 402, 1008 Homer Street, Vancouver, British Columbia, Canada, V6B 2X1, telephone number 604-683-8582.

Additional information relating to the Company is available on the SEC website (www.sec.gov), OTC bulletin board (www.otcbb.com) or the Company's website (www.naturallyadvanced.com).

The directors are not aware of any other matters which they anticipate will come before the meeting as of the date of mailing of this Information Circular.

The contents of this Information Circular and its distribution have been approved by the board.

DATED at Vancouver, British Columbia, Canada, on this 20th day of August, 2010.

Kenneth Barker,
Chief Executive Officer and a Director

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August 20, 2010

In accordance with the rules of National Instrument 51-102 "Continuous Disclosure Obligations", effective March 30, 2004, as a registered shareholder or non-registered shareholder of the Company you are entitled to receive our interim financial statements, annual financial statements, or both. If you wish to receive them, please either complete the information below and return the form by mail. Your name will then be placed on the Supplemental Mailing List maintained by the Company.

As long as you remain a registered shareholder, you will receive this form each year and will be required to renew your request to receive these financial statements.

To:       Naturally Advanced Technologies Inc.
            Suite 402 - 1008 Homer Street, Vancouver, BC CANADA V6B 2X1

I wish to receive your (check one or both as necessary):

                                   _________     Interim Financial Statements & MD&A
                                   _________     Annual Financial Statements & MD&A

Preferred method of communication:

                                   _________     Email
                                   _________     Mail

which should be sent to:

                       _____________________________________________________

                       Name

                       _____________________________________________________

                       Address

                       _____________________________________________________