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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2018 - AND

Key Takeaway: NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, MANAGEMENT INFORMATION CIRCULAR NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 1 MANAGEMENT INFORMATION CIRCULAR 2 APPOINTMENT OF PROXY HOLDERS 2 REVOCABILITY OF PROXY 3 SIGNING OF PROXY 3 VOTING OF SHARES

Full Press Release Details

NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 3,
MANAGEMENT INFORMATION CIRCULAR
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 1
MANAGEMENT INFORMATION CIRCULAR 2
APPOINTMENT OF PROXY HOLDERS 2
REVOCABILITY OF PROXY 3
SIGNING OF PROXY 3
VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES 3
VOTING SHARES AND THE PRINCIPAL HOLDERS OF COMMON SHARES 3
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES 4
BUSINESS OF THE MEETING 5
COMPENSATION DISCUSSION AND ANALYSIS 9
DIRECTOR COMPENSATION 14
EQUITY COMPENSATION PLAN INFORMATION 16
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 21
TERMINATION AND CHANGE OF CONTROL BENEFITS 21
PENSION PLAN BENEFITS 22
INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS 22
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 22
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON 22
STATEMENT OF CORPORATE GOVERNANCE PRACTICES 22
ADDITIONAL INFORMATION 26
SCHEDULE A - MANDATE OF THE BOARD OF DIRECTORS A-1
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF ONCOLYTICS BIOTECH INC.:
NOTICE IS HEREBY GIVEN that the annual
general meeting (the "Meeting") of shareholders of Oncolytics Biotech Inc. (the "Corporation")
will be held at the Toronto Region Board of Trade, First Canadian Place, Suite 350 - 77 Adelaide Street West, Toronto, Ontario
M5X 1C1 on May 3, 2018 at 4:30 p.m. (Toronto time). The purpose of the meeting is to consider, and to take action with respect
to, the following matters:
Shareholders are referred to the accompanying
management information circular dated March 27, 2018 (the "Circular") for more detailed information with respect
to the matters to be considered at the Meeting.
A shareholder may attend the Meeting in
person or may be represented at the Meeting by proxy. Shareholders who are unable to attend the Meeting in person are requested
to date, sign and return the accompanying Instrument of Proxy, or other appropriate form of proxy, in accordance with the instructions
set forth in the Circular. An Instrument of Proxy will not be valid unless it is deposited at the offices of Computershare Trust
Company of Canada, Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1. Proxies
may also be faxed. Faxes may be forwarded to 1-866-249-7775 for calls within Canada and the U.S. or to 416-263-9524 for calls outside
Canada and the U.S. To be accepted, the proxy must be received by 4:30 p.m. (Toronto time) on May 1, 2018 which is two days (excluding
Saturdays, Sundays and holidays) before the Meeting, or if the Meeting is adjourned, by 4:30 p.m. (Toronto time) on the day which
is two days (excluding Saturdays, Sundays and holidays) before the date of the adjourned Meeting. A person appointed as proxyholder
need not be a shareholder of the Corporation. Only persons registered as holders of common shares on the records of the Corporation
as of the close of business on March 27, 2018 are entitled to receive notice of the Meeting.
DATED as of the 27th day of
BY ORDER OF THE BOARD OF DIRECTORS
(signed) Dr. Matthew C. Coffey
President and Chief Executive Officer
ONCOLYTICS BIOTECH INC.
210, 1167 Kensington Crescent NW
Calgary, Alberta T2N 1X7
INFORMATION CIRCULAR
Except where indicated otherwise, the
following information is dated as at March 27, 2018 and all dollar amounts are in Canadian dollars.
SOLICITATION OF PROXIES
The information contained in this Management
Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management
of Oncolytics Biotech Inc. ("Oncolytics" or the "Corporation") to be used at the annual general meeting
(the "Meeting") of the holders (the "Shareholders") of common shares ("Common Shares") of the
Corporation to be held at the Toronto Region Board of Trade, First Canadian Place, Suite 350 - 77 Adelaide Street West, Toronto,
Ontario M5X 1C1 on May 3, 2018 at 4:30 p.m. (Toronto time), and at any adjournments or postponements thereof, for the purposes
set forth in the Notice of Meeting accompanying this Circular (the "Notice of Meeting") and in this Circular. Solicitation
of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by the directors,
officers and regular employees of the Corporation, at no additional compensation. Costs incurred in the preparation and mailing
of this Information Circular and related materials and the costs associated with the solicitation of proxies will be borne by the
Dr. Matthew C. Coffey and Kirk J. Look
(the management designees named in the accompanying Instrument of Proxy) are both officers of the Corporation. Each Shareholder
has the right to appoint a person (who does not need to be a Shareholder) other than Dr. Matthew C. Coffey or Kirk J. Look
to attend and to act for the Shareholder and on behalf of the Shareholder at the Meeting. To exercise this right, the names of
the nominees of management should be crossed out on the accompanying Instrument of Proxy and the Shareholder should insert the
name of the Shareholder's appointee in the blank space provided on the Instrument of Proxy or complete another appropriate
A form of proxy will not be valid unless
it is deposited at the offices of Computershare Trust Company of Canada, Proxy Department, 100 University Avenue, 8th Floor,
Toronto, Ontario, M5J 2Y1. Proxies may also be faxed. Faxes may be forwarded to 1-866-249-7775 for calls within Canada and
the U.S. or to 416-263-9524 for calls outside Canada and the U.S. To be accepted, the proxy must be received by 4:30 p.m. (Toronto
time) on May 1, 2018 which is two days (excluding Saturdays, Sundays and holidays) before the Meeting, or if the Meeting is adjourned,
by 4:30 p.m. (Toronto time) on the day which is two days (excluding Saturdays, Sundays and holidays) before the date of the adjourned
A Shareholder who has submitted a form
of proxy may revoke it at any time prior to the exercise thereof. A form of proxy may be revoked by the Shareholder personally
attending at the Meeting and voting his or her Common Shares. In addition to revocation in any other manner permitted by law, a
proxy may be revoked by an instrument in writing executed by the Shareholder or by his or her duly authorized attorney in writing
or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation
and deposited either at the registered office of the Corporation, being McCarthy T trault LLP, 4000, 421 - 7th
Avenue S.W., Calgary, Alberta, T2P 4K9, Attention: Michael Bennett, at any time up to and including the last business
day preceding the day of the Meeting, or any adjournment thereof, at which the form of proxy is to be used, or with the Chairman
of the Meeting on the day of the Meeting or any adjournment thereof.
The Instrument of Proxy must be signed
by the Shareholder or the Shareholder's duly appointed attorney authorized in writing or, if the Shareholder is a corporation,
by a duly authorized officer or attorney. An Instrument of Proxy signed by a person acting as attorney or in some other representative
capacity (including a representative of a corporate Shareholder) should indicate that person's capacity (following his or
her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such
instrument has previously been filed with the Corporation).
OF SHARES REPRESENTED BY MANAGEMENT PROXIES
All Common Shares represented at the Meeting
by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter
to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the proxy will be voted in accordance
with such instructions. The management designees named in the accompanying Instrument of Proxy will vote or withhold from voting
the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing them on
any ballot that may be called for at the Meeting. In the absence of such direction, the Common Shares will be voted FOR approval
of: (i) the fixing of the number of directors at seven (7) for the ensuing year; (ii) the election of directors; (iii) the
reappointment of the Corporation's current auditors, at such remuneration as may be determined by the board of directors
of the Corporation; and (iv) such other matters that may come before the Meeting, all as more particularly described in this
Information Circular. The accompanying Instrument of Proxy also confers discretionary authority upon the persons named therein
with respect to amendments of, or variations to, the matters identified in the Notice of Meeting and with respect to other matters
that may properly be brought before the Meeting. At the time of printing this Circular, the management of the Corporation knows
of no such amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of
SHARES AND THE PRINCIPAL HOLDERS OF COMMON SHARES
The record date for the purpose of determining
holders of Common Shares is March 27, 2018 (the "Record Date"). Shareholders of record on that date are entitled
to receive notice of and attend the Meeting and vote at the Meeting on the basis of one vote for each Common Share held, except
to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record
Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes
that he or she owns the Common Shares and demands, not later than April 24, 2018, which is ten calendar days before the Meeting,
that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to
vote his or her Common Shares at the Meeting.
The Corporation is authorized to issue
an unlimited number of Common Shares. As at March 27, 2018, there are 142,325,222 Common Shares issued and outstanding. At the
Meeting, upon a show of hands, every Shareholder present in person or represented by proxy and entitled to vote shall have one
vote. On a poll or ballot, every Shareholder present in person or by proxy has one vote for each Common Share of which such Shareholder
is the registered holder.
When any Common Share is held jointly by
Last updated: Apr 25, 2018