Full Press Release Details
EUPRAXIA PHARMACEUTICALS INC.
EUPRAXIA PHARMACEUTICALS INC.
BE HELD ON JUNE 6, 2024
MANAGEMENT INFORMATION CIRCULAR
EUPRAXIA PHARMACEUTICALS INC.
Suite 201, 2067 Cadboro Bay Road
Victoria, British Columbia
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual general and special 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 6, 2024 via live webcast at
https://virtual- meetings.tsxtrust.com/en/1660 (control number
provided from TSX Trust Company, case sensitive password: eupraxia2024).
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/en/1660. 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 D 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/en/1660. 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 April 24, 2024.
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/en/1660 (control number provided from TSX Trust Company, case sensitive password: eupraxia2024). 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 4, 2024 or two business days before the commencement of any adjournment(s) or postponement(s) of
Shareholders can contact our transfer agent, TSX Trust Company, toll free at
1-866-600-5869 or by email at TMXEInvestorServices@tmx.com, with questions regarding how to vote their Common Shares.
DATED at Vancouver, British Columbia this 1st day of May 2024.
| ON BEHALF OF THE BOARD OF DIRECTORS |
| Signed: James A. Helliwell |
| James A. Helliwell |
| Chief Executive Officer and Director |
EUPRAXIA PHARMACEUTICALS INC.
Suite 201, 2067 Cadboro Bay Road
Victoria, British Columbia
MANAGEMENT INFORMATION CIRCULAR
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 and special meeting (the Meeting ) of its shareholders to be held on Thursday, June 6, 2024 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/en/1660 (control number provided from TSX Trust Company, case sensitive password: eupraxia2024). 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 D to this Circular.
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 Common Shares.
Your vote is important
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 agent, TSX Trust Company, or
other agents we appoint must receive your signed proxy form by 10:00 a.m. (Vancouver time) on June 4, 2024 or if the Meeting is adjourned or postponed, prior to 10:00 a.m. (Vancouver time) on the second business day preceding the day of the Meeting.
Attending and voting at the virtual meeting
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/en/1660. 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.
Registered shareholders and
duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at
https://virtual-meetings.tsxtrust.com/en/1660. Such persons may enter the Meeting by clicking I have a control number and
entering a valid control number and the Password: eupraxia2024 before the start of the Meeting.
Registered shareholders: The
control number located on the proxy form or in the email notification you received is your control number. If you are a registered shareholder and choose to vote online at the Meeting, you do not need to complete or return your proxy form. You can
login to the Meeting and complete a ballot online during the Meeting.
Duly appointed proxyholders: TSX Trust Company will provide
the proxyholder with a control number by e-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described in How can I appoint a third party as
my proxyholder? below.
Guests, including Non-Registered Holders who have not duly appointed themselves
as proxyholder can login to the Meeting by clicking I am a guest and completing the online registration form. Guests will be able to listen to the Meeting but will not be able to vote or ask questions at the Meeting.
If you attend the Meeting, it is important that you are connected to the internet at all times during the
Meeting in order to vote when balloting commences. You should ensure you have a strong, preferably high- speed internet connection wherever you intend to participate in the Meeting. You will need the latest versions of Chrome, Safari, Edge or