EUPRAXIA PHARMACEUTICALS INC.

EUPRAXIA PHARMACEUTICALS INC.

ANNUAL GENERAL MEETING

EUPRAXIA PHARMACEUTICALS

TO BE HELD ON JUNE 18, 2026

MANAGEMENT INFORMATION CIRCULAR

EUPRAXIA PHARMACEUTICALS INC.

Vancouver, British Columbia

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general

meeting (the "Meeting") of the shareholders of Eupraxia Pharmaceuticals Inc. (the "Company" or

"Eupraxia") will be held at 10:00 a.m. (Vancouver time) on Thursday, June 18, 2026 via live webcast at https://virtual-meetings.tsxtrust.com/1935

(control number provided from TSX Trust Company, case sensitive password: EPRX2026).

The following items of business will be covered at the Meeting:

The Company will hold the Meeting in a virtual-only

format, which will be conducted via live audio and slideshow webcast at https://virtual-meetings.tsxtrust.com/1935. Eligible shareholders

attending the Meeting may ask questions during the Meeting, as described in more detail in the Management Information Circular (the "Circular").

Shareholders will not be able to attend the Meeting in person. You can find more information about voting and asking questions during

the Meeting in the guide by TSX Trust Company attached as Schedule B to the Circular.

Registered shareholders and duly appointed proxyholders

will be able to attend, submit questions and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/1935. Non-registered

(beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests

will not be able to vote or ask questions at the Meeting.

You have the right to vote

You are entitled to receive notice of and vote at

the Meeting, or any adjournment, if you are a registered holder of common shares in the capital of the Company (each, a "Common

Share") at the close of business on May 8, 2026.

Your vote is important

If you are a registered shareholder or duly appointed

proxyholder, you are entitled to vote at the Meeting online at https://virtual-meetings.tsxtrust.com/1935 (control number provided from

TSX Trust Company, case sensitive password: EPRX2026). If you are unable to attend the Meeting, you are requested to vote

your Common Shares using the

form of proxy or voting instruction form, as applicable, enclosed with the Circular.

Registered shareholders should complete and sign

the form of proxy and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the Circular. If you

are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures

to be followed for voting Common Shares held through intermediaries.

Shareholders who wish to appoint a proxyholder other

than the persons designated by us (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully

follow the instructions on their form of proxy or voting instruction form, as applicable. These instructions include the additional step

of registering such proxyholder with our transfer agent, TSX Trust Company, after submitting their form of proxy or voting instruction

form, as applicable. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required

for them to vote at the Meeting online and, consequently, only being able to attend the Meeting online as a guest. To register as a proxyholder,

the shareholder or the proxyholder MUST contact TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com, and complete the Request for

Control Number form at https://tsxtrust.com/resource/en/75, so that TSX Trust Company may provide the proxyholder with a control number

via email. Non-registered shareholders located in the United States must also provide TSX Trust Company with a duly completed legal proxy

if they wish to vote at the Meeting or appoint a third-party as their proxyholder.

Proxies must be received by our transfer agent,

TSX Trust Company, by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department; by

facsimile to 1416-595-9593; or online with your 12-digit control number at www.voteproxyonline.com, by no later than 10:00 a.m. (Vancouver

time) on June 16, 2026 or two business days before the commencement of any adjournment(s) or postponement(s) of the Meeting.

Shareholders can contact our transfer agent, TSX

Trust Company, toll free at 1-866-600-5869 or by email at tsxtis@tmx.com, with questions regarding how to vote their Common Shares.

DATED at Vancouver, British Columbia this

11th day of May 2026.

EUPRAXIA PHARMACEUTICALS INC.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

This Management Information Circular

(the "Circular") is furnished in connection with the solicitation of proxies by the management of Eupraxia Pharmaceuticals

Inc. for use at the annual general meeting (the "Meeting") of its shareholders to be held on Thursday, June 18, 2026 at the

time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Circular, references to the "Company",

"Eupraxia", "we" and "our" refer to Eupraxia Pharmaceuticals Inc. "Common

Shares" means common shares without par value in the capital of the Company. "Non-Registered Holders" or

"Beneficial 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.

All amounts are in U.S. dollars ("$" or "US$"),

unless otherwise stated

The Company will hold the Meeting in a virtual-only

format, which will be conducted via live audio and slideshow webcast at https://virtual-meetings.tsxtrust.com/1935 (control number provided

from TSX Trust Company, case sensitive password: EPRX2026). Eligible shareholders attending the Meeting may ask questions during the

Meeting, as described in more detail in this Circular. Shareholders will not be able to attend the Meeting in person. You can find

more information about voting and asking questions during the Meeting in the guide by TSX Trust Company attached as Schedule B to this

Solicitation of Proxies

The solicitation of proxies will be primarily by mail,

but proxies may be solicited personally or by telephone by directors, executive officers and regular 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

Common Shares held as of the Record Date (as defined herein) by those intermediaries and we may reimburse the intermediaries for their

reasonable fees and disbursements in that regard.

Shareholders who wish to appoint a proxyholder other than

the person designated by the Company on the proxy form or voting instruction form (including a Non-Registered Holder who wishes to appoint

themselves as proxyholder in order to attend and vote at the Meeting online) must carefully follow the instructions in this Circular and

on their proxy form or voting instruction form. These instructions include the additional step of registering such proxyholder with our

transfer agent, TSX Trust Company, after submitting their proxy form or voting instruction form. Failure to register the proxyholder will

result in the proxyholder not receiving a control number that is required for them to vote at the Meeting and, consequently, only being

able to attend the Meeting online as a guest.

The following information provides guidance on how to vote your

Your vote is important

As a shareholder of Eupraxia, it is very important that you

read this information carefully and then vote your Common Shares, either by proxy or by attending the online Meeting.

Voting by proxy means that you are giving the person or people

named on your proxy form (each a "proxyholder") the authority to vote your Common Shares for you at the Meeting or

any adjournment or postponement thereof. A proxy form is included in this package.

If you vote by proxy, the individuals who are named on the

proxy form will vote your Common Shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint

a person or company of your choice who need not be a shareholder to represent you at the Meeting other than the individuals designated

in the enclosed proxy form. If you appoint someone else, he or she must attend the Meeting to vote your Common Shares. See "Attending

and voting at the virtual meeting" or "Voting by Proxy" for additional information.

If you are voting your Common Shares by proxy, our transfer