Full Press Release Details
NOTICE OF ANNUAL GENERAL MEETING
OF SHAREHOLDERS TO BE HELD ON MAY 7,
MANAGEMENT INFORMATION CIRCULAR
Important Notice regarding Participation
in the Annual Meeting of Shareholders on May 7, 2020
health of our shareholders and our employees is the top priority for Oncolytics Biotech Inc. ("Oncolytics").
In view of the current situation regarding the spread of the coronavirus (COVID-19), we have taken the following precautionary
measures for the upcoming Annual Meeting of Shareholders of Oncolytics (the "AGM")
to be held on Wednesday, May 7, 2020 at 4:30 p.m. (Toronto time):
shareholders are those shareholders who hold their shares directly with Oncolytics and therefore have their names and addresses
recorded in Oncolytics' share registry. Most Oncolytics shareholders are not registered shareholders. If you purchased Oncolytics
shares through a broker or other intermediary and/or a broker or other intermediary holds your Oncolytics shares in an account
you have with them, you are a non-registered shareholder.
the current circumstances, Oncolytics strongly encourages registered shareholders and proxyholders not to attend the AGM in person.
In particular, persons who have travelled outside of Canada prior to the AGM, who do not feel well or who are otherwise in weakened
state should not attend the AGM in person. Instead, the Circular and information provided by your broker or other intermediary
contains information on how shareholders may vote their shares through the internet, by email, by facsimile by mail or using their
mobile device, among other possible methods. Oncolytics is monitoring the situation closely and will advise if further action is
to be taken as circumstances evolve and further guidance is given and restrictions are imposed by governmental bodies. We thank
you for your understanding, and look forward to welcoming you again in person at our 2021 Annual Meeting.
| Sincerely yours, | |
| (signed) Dr. Matthew C. Coffey | |
| President and Chief Executive Officer |
| NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS | 4 |
| MANAGEMENT INFORMATION CIRCULAR | 5 |
| SOLICITATION OF PROXIES | 5 |
| NOTICE TO BENEFICIAL SHAREHOLDERS | 6 |
| NOTICE TO SHAREHOLDERS IN THE UNITED STATES | 6 |
| REVOCABILITY OF PROXY | 7 |
| PERSONS MAKING THE SOLICITATION | 7 |
| NOTICE-AND-ACCESS | 7 |
| EXERCISE OF DISCRETION BY PROXY | 7 |
| VOTING SHARES AND THE PRINCIPAL HOLDERS OF COMMON SHARES | 8 |
| BUSINESS OF THE MEETING | 9 |
| COMPENSATION DISCUSSION AND ANALYSIS | 15 |
| DIRECTOR COMPENSATION | 19 |
| EQUITY COMPENSATION PLAN INFORMATION | 21 |
| SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS | 26 |
| TERMINATION AND CHANGE OF CONTROL BENEFITS | 26 |
| PENSION PLAN BENEFITS | 27 |
| INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS | 27 |
| INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS | 27 |
| INTERESTS OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON | 27 |
| STATEMENT OF CORPORATE GOVERNANCE PRACTICES | 27 |
| ADDITIONAL INFORMATION | 31 |
| SCHEDULE A MANDATE OF THE BOARD OF DIRECTORS | A-1 |
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual
general meeting (the "Meeting") of shareholders of Oncolytics Biotech Inc. (the "Corporation")
will be held at Vantage Venues, 150 King Street West, Toronto, Ontario M5H 1J9 on May 7, 2020 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 16, 2020 (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. Please see the "Solicitation of Proxies" section of the Circular
for information on how to vote at the Meeting by proxy.
DATED as of the 16th day of
| BY ORDER OF THE BOARD OF DIRECTORS | |
| (signed) Dr. Matthew C. Coffey | |
| President and Chief Executive Officer |
INFORMATION CIRCULAR
Except where indicated otherwise, the
following information is dated as at March 16, 2019 and all dollar amounts are in Canadian dollars.
management information circular (the "Circular") is supplied in connection with the solicitation of proxies by management
of Oncolytics Biotech Inc. ("Oncolytics" or the "Corporation") for use at the annual general meeting (the
"Meeting") of holders ("Shareholders") of common shares of the Corporation ("Common Shares")
to be held on May 7, 2020 at 4:30 p.m. (Toronto time) at Vantage Venues, 150 King Street West, Toronto, Ontario for
the purposes as described in the "Notice of Annual General Meeting of Shareholders" accompanying this Circular.
of proxy or voting instructions must be received from registered shareholders not
less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting by:
to www.astvotemyproxy.com and follows the instructions.
You will need to refer the control number printed on your proxy voting form.
and return your proxy voting form in the envelope provided in your mailing package and mail to:
Trust Company (Canada)
a touch tone telephone, call 1-888-489-5760 (toll free in Canada and the United States) and follow the instructions of the "Vote
Voice". You will need to refer the control number printed on your proxy voting form.
Scan both sides of your completed
proxy form and send to email address: www.proxyvote.astfinancial.com
proxy voting form will include a QR Code that you can scan using your mobile device and follow the instructions to vote your shares.
your proxy form and fax both sides to 1-866-781-3111 (toll free).
with an AST Trust Company representative when you arrive at the Meeting. If you intend to vote at the Meeting, do not fill out
your form of proxy as you will be casting your vote at the meeting.
deadline for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion, without notice.
instrument appointing a proxy must be in writing and executed by the Shareholder or his or her attorney authorized in writing or,
if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney.
persons named in the accompanying form of proxy are directors or officers of the Corporation. Each Shareholder has the right
to appoint a proxyholder other than the persons designated in the form of proxy, and they do not need to be a Shareholder to attend
and to act for and on behalf of the Shareholder at the Meeting. To exercise this right, the names of the nominees of management
should be crossed out and the name of the Shareholder's appointee should be legibly printed in the blank space provided.
TO BENEFICIAL SHAREHOLDERS
of significant importance to many Shareholders, as many do not hold Common Shares in their own name. Shareholders
who do not hold their Common Shares in their own name are considered beneficial Shareholders and should note that only proxies
deposited by Shareholders whose names appear on the records of Oncolytics as the registered Shareholders can be recognized and
acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost
all cases those Common Shares will not be registered in the Shareholder's name on the records of Oncolytics. These Common
Shares will more likely be registered under the name of the Shareholder's broker or an agent of that broker. In Canada, the
vast majority of Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository
Services Inc., which acts as nominee for many Canadian brokerage firms) ("CDS").
The majority of Common Shares held in the United States of America ("U.S.")
are registered in the name of Cede & Co. (the nominee for The Depository Trust Company, which is the U.S. equivalent of CDS).
Common Shares held by brokers or their nominees can only be voted upon the instructions of the beneficial Shareholder. Without
specific instructions, the broker/nominees are prohibited from voting Common Shares for their clients. Oncolytics does not know
for whose benefit the Common Shares registered in the name of CDS and Cede & Co. are held. Therefore, beneficial Shareholders
cannot be recognized at the Meeting for the purposes of voting the Common Shares in person or by way of proxy except as outlined
regulatory policy requires intermediaries/brokers to seek voting instructions from beneficial Shareholders in advance of shareholders'
meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions, which should be carefully
followed by beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy
supplied to a beneficial Shareholder by his or her broker is identical to the form of proxy provided to registered Shareholders;
however, its purpose is limited to instructing the registered shareholder how to vote on behalf of the beneficial Shareholder.
The majority of brokers now delegate responsibility for obtaining instructions from clients in the U.S. and Canada to Broadridge
Investor Communication Solutions, Canada ("Broadridge"). Broadridge typically
applies a special sticker to the form of proxy, mails those forms to the beneficial Shareholders and requests that they return
the forms to Broadridge or vote online. Broadridge then tabulates the results of all instructions received and provides appropriate
instructions respecting the voting of Common Shares to be represented at the Meeting. A beneficial Shareholder receiving
a form of proxy from Broadridge cannot use that form to vote Common Shares directly at the Meeting as the form must be returned
as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted.
TO SHAREHOLDERS IN THE UNITED STATES
solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of
1934, as amended (the "U.S. Exchange Act"), by virtue of an exemption
applicable to proxy solicitations by "foreign private issuers" as defined in Rule 3b-4 under the U.S. Exchange Act.
Accordingly, this Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Residents of
the U.S. should be aware that requirements are different than those of the U.S. applicable to proxy statements under the U.S. Exchange
may be difficult for you to enforce your rights and any claim you may have arising under U.S. federal securities laws, since we
are located outside the U.S., and certain of the Corporation's officers and directors are residents of a country other than
the U.S. You may not be able to sue or effect service of process upon a non-U.S. entity or its officers or directors in a non-U.S.