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PROXY STATEMENT - SUBJECT TO COMPLETION, DATED APRIL 20, 2026
GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
BE HELD ON [____], 2026
OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
Notice and Management Proxy Circular,
with accompanying materials, require your immediate attention.
BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOUR OF ALL PROPOSED RESOLUTIONS.
VOTE IS IMPORTANT. PLEASE VOTE TODAY.
OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
IS HEREBY GIVEN that the annual general and special meeting (the "Meeting") of shareholders ("Shareholders")
of COSCIENS Biopharma Inc. (the "Corporation" or "COSCIENS") will be held on [_____________], 2026,
at [_____.m.] (Eastern time). The Meeting will be a virtual meeting conducted via live audio webcast. Shareholders can access the Meeting
by visiting [______]. The Meeting is being held for the following purposes:
| 1. | to receive the audited consolidated financial statements of the Corporation as at and for the year ended December 31, 2025, together with the auditors' report thereon; | |
| 2. | to elect directors; | |
| 3. | to appoint auditors and to authorize the directors to determine their compensation; | |
| 4. | to consider and, if thought appropriate, pass a special resolution (the full text of which is set out in the accompanying management proxy circular (the " Circular ")), authorizing amendments to the Corporation's articles to: (i) consolidate (the " Consolidation ") the common shares of the Corporation (the " Common Shares ") on the basis of a ratio of one (1) post-Consolidation Common Share for every 150 pre-Consolidation Common Shares (the " Consolidation Ratio "); and (ii) immediately subsequently, split (the " Split ") the post-Consolidation Common Shares on the basis of 50 Common Shares for every one (1) post-Consolidation Common Share, as more fully described in the Circular; and | |
| 5. | to transact such other business as may properly come before the Meeting. |
record date for the determination of Shareholders of COSCIENS entitled to receive notice of, and to vote at, the Meeting is [____], 2026.
Meeting will be held virtually. Shareholders will not be able to attend the Meeting in person. Shareholders (both registered and non-registered)
who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the Internet. To attend the Meeting,
Shareholders will need to visit [_______] and check-in using the control number included either on your proxy form or voting instruction
form, as applicable. The Meeting platform is fully supported across browsers and devices running the most updated version of applicable
software plugins. You should ensure you have a strong, preferably high-speed, Internet connection wherever you intend to participate
in the Meeting. The Meeting will begin promptly at [.m.] (Eastern time) on [_____], 2026. Online check-in will begin 15 minutes
prior, at [_____.m.] (Eastern time). You should allow ample time for online check-in procedures.
[__________], Shareholders will be able to listen to the Meeting live, and registered Shareholders and duly appointed proxyholders will
be able to ask questions and submit their vote while the Meeting is being held. We believe that hosting the Meeting virtually will enable
increased Shareholder attendance from locations around the world and encourage more active Shareholder engagement and participation at
you are unable to attend the Meeting or if you wish to vote in advance of the Meeting, please carefully follow the instructions on the
proxy or voting instruction form. Shareholders that hold their Common Shares with a bank, broker or financial intermediary and wish to
vote at the Meeting must carefully follow the instructions provided by their intermediary. In order to be effective, proxies must be
received by the Chair of the Meeting no later than [.m.] (Eastern time) on [_______], 2026 (or at least 48 hours (excluding
Saturdays, Sundays and holidays) prior to the commencement of any reconvened Meeting in the event of any adjournment(s) or postponement(s)
thereof). The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting without notice. If you are
attending the Meeting, please log-on to the virtual meeting platform in advance to ensure that your vote will be counted.
Shareholders of COSCIENS, it is very important that you read the accompanying Circular and other Meeting materials carefully. Even
if you intend to attend the Meeting, it is recommended that you vote in advance to ensure that your vote is received before the Meeting.
To cast your vote by telephone or Internet, please have your proxy card or voting instruction form in hand and carefully follow the instructions
contained therein. Your telephone or Internet vote authorizes the named proxies to vote your Common Shares in the same manner as if you
mark, sign and return your proxy card.
order of the Board of Directors,
| /s/ Peter H. Puccetti | |
| Interim CEO & Chair of the Board | |
| Toronto, Ontario | |
| [______], 2026 |
OF MATTERS TO BE ACTED UPON
summary does not purport to be complete and is qualified in its entirety by reference to the more detailed information contained elsewhere
in the management proxy circular (the "Circular"). Shareholders are urged to read the Circular in its entirety, including
the Schedules thereto.
Biopharma Inc. (the "Corporation") (TSX: CSCI; OTCQB: CSCIF), a corporation incorporated under the Canada Business
Corporations Act. The Corporation's registered office is located at c/o Borden Ladner Gervais, LLP, 22 Adelaide Street West, Suite
3400, Toronto, Ontario, Canada M5H 4E3. The Corporation's telephone number is (843) 900-3223.
meeting (the "Meeting") will be held virtually on [], 2026, at [.m.] (Toronto time) for the purposes set
forth in the Notice of Annual General and Special Meeting. At the Meeting, shareholders of the Corporation ("Shareholders")
will attend to certain annual business, including to: (i) receive and consider the report of the directors and the financial statements
of the Corporation, together with the auditor's report thereon, for the fiscal year ended December 31, 2025; (ii) to elect directors
of the Corporation; (iii) to appoint Deloitte LLP as auditors of the Corporation; and (iv) to approve the Share Capital Amendment (as
defined below). See "Particulars of Matters to be Acted Upon".
record date for the determination of Shareholders of COSCIENS entitled to receive notice of, and to vote at, the Meeting is [_______],
2026. See "Information Concerning Voting at the Meeting".
the Financial Statements
audited financial statements of the Corporation for the financial year ended December 31, 2025 and the auditors' report thereon
will be presented at the Meeting. See "Particulars of Matters to be Acted Upon - Presentation of the Financial Statements".
will be asked to re-elect the current directors of the Corporation, being Peter H. Puccetti, Ronald W. Miller, Robert A. Seager, Ulrich
Kosciessa, Anthony J. Giovinazzo and David Spear. If re-elected, each director will remain in office until termination of the next annual
meeting of Shareholders or until his successor is duly elected or appointed, unless his post is vacated earlier. See "Particulars
of Matters to be Acted Upon - Election of Directors".
will be asked to vote on the appointment of Deloitte LLP as external auditors of the Corporation and to authorize the Board to set the
compensation of Deloitte LLP. See "Particulars of Matters to be Acted Upon - Appointment of Auditors and Audit Committee
Capital Amendment Transaction
Share Capital Amendment consists of: (i) a consolidation (the "Consolidation") of the issued and outstanding Common
Shares on the basis of a ratio of one (1) post-Consolidation Common Share for every 150 pre-Consolidation Common Shares (the "Consolidation
Ratio"); and (ii) immediately following the Consolidation, a subdivision of the post-Consolidation Common Shares on the basis
of 50 Common Shares for every one (1) post-Consolidation Common Share (collectively, the "Share Capital Amendment").
with positions (i.e. individual share certificates or individual accounts) representing a number of Common Shares less than the Consolidation
Ratio (individually, and not the in aggregate) (the "Consolidated Shareholders") will cease to hold such Common Shares
and will be entitled to an amount in cash per Common Share equal to U.S.$1.60 (the "Consolidation Consideration"),
rounded down to the nearest whole cent.
primary purpose of the Share Capital Amendment is to reduce the number of "holders of record" (as determined pursuant to
Rule 12g5-1 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act")) to fewer
than 300, which will enable the Corporation to file a Form 15 with the SEC to suspend its reporting obligations under the Exchange Act
(the "SEC Reporting Suspension"). The Share Capital Amendment is considered a "going-private transaction"
under Rule 13e-3 of the Exchange Act. See "Particulars of Matters to be Acted Upon - Share Capital Amendment - Background
and Reasons for the Share Capital Amendment; Purpose, Effects, and Alternatives".
of the Share Capital Amendment
the Share Capital Amendment, the Corporation anticipates that the number of holders of record will be reduced to fewer than 300, which
will enable the Corporation to file a Form 15 with the U.S. Securities and Exchange Commission (the "SEC") to suspend
its reporting obligations under the Exchange Act. The Common Shares will continue to be listed on the Toronto Stock Exchange ("TSX")
and quoted for trading on the OTCQB Venture Market (the "OTC Market"), and the Corporation intends to continue to
meet its public reporting obligations as a "reporting issuer" under applicable Canadian securities laws. However, the absence
of SEC reporting may affect the marketability of the Common Shares in the United States. The Corporation currently expects its business
and operations to continue in all material respects as they are currently being conducted and, except as disclosed in this Circular,
the Share Capital Amendment is not anticipated to have any material effect on the conduct of the Corporation's business. See "Particulars
of Matters to be Acted Upon -Share Capital Amendment - Effects of the Share Capital Amendment" and "Particulars
of Matters to be Acted Upon -Share Capital Amendment - Purposes of the Transaction and Plans or Proposals".
Share Capital Amendment Resolution (as defined in the Circular) requires: (i) the affirmative vote of not less than two-thirds (2/3)
of the votes cast at the Meeting; and (ii) the approval of a simple majority of the votes cast, excluding votes beneficially owned or
controlled by directors and senior officers of the Corporation, as required by Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). See "Particulars of Matters to
be Acted Upon -Share Capital Amendment - Shareholder Approval".
Share Capital Amendment is subject to: (i) approval of the Share Capital Amendment Resolution by Shareholders at the Meeting; and (ii)
approval of the TSX.
Effective Time; Reservation of Rights
approval of the Shareholders is received and approval of the TSX is obtained, the Corporation anticipates that the Share Capital Amendment
will become effective on a date to be determined by the Board following the Meeting. The Board reserves the right, in its discretion,
to abandon the Share Capital Amendment prior to the effective time if it determines that abandoning the Share Capital Amendment