Full Press Release Details
PROFOUND MEDICAL CORP.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON MAY 18, 2022
MANAGEMENT INFORMATION CIRCULAR
DATED AS OF APRIL 8, 2022
OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT an annual
and special meeting (the "Meeting") of the holders (the "Shareholders") of common shares ("Common
Shares") in the capital of Profound Medical Corp. (the "Corporation") will be held at 2400 Skymark Avenue,
Unit 6, Mississauga, Ontario, L4W 5K5, on Wednesday, May 18, 2022 at 10:00 a.m. (Toronto time) and will be broadcast via webcast
and may be accessed either by conference call at 1-833-710-1825 (Toll Free) or 1-929-517-0404 (International) Conference ID: 7174008
or online at https://edge.media-server.com/mmc/p/yxxgp4ws for the following purposes:
Shareholders should refer to the accompanying
management information circular for more detailed information with respect to the matters to be considered at the Meeting.
Due to the unprecedented public health impact
of the coronavirus outbreak (COVID-19) and in consideration of the health and safety of our Shareholders, team members and the broader
community, the Corporation will be strictly restricting physical access to the Meeting to registered Shareholders and formally appointed
proxyholders and will not be permitting any others (including beneficial Shareholders that hold their Common Shares through a broker or
other intermediary) to attend.
Shareholders are strongly encouraged not to
attend the meeting in person. The Corporation will follow all other public health recommendations of the Government of Ontario and
the Region of Peel, including potential screening of attendees at the Meeting.
To access the live webcast of the Meeting on
May 18, 2022 at 10:00 a.m. (Toronto time), please dial in to the conference call at 1-833-710-1825 (Toll Free) or 1-929-517-0404 (International)
Conference ID: 7174008 or online at https://edge.media-server.com/mmc/p/yxxgp4ws.
The Corporation encourages all registered
Shareholders to vote in advance of the meeting by dating and executing the accompanying form of proxy and returning it to TSX Trust
Company by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 or via the internet at www.voteproxyonline.com
by no later than by 10:00 a.m. on Monday May 16, 2022, or if the Meeting is adjourned or postponed, at least 48 hours, excluding
Saturdays, Sundays and holidays, prior to any such adjournment or postponement. If you receive more than one form of proxy because you
own Common Shares registered in different names or addresses, each form of proxy should be completed and returned.
If you are not a registered Shareholder
and receive these materials through your broker or through another intermediary, please complete and return the accompanying voting instruction
form in accordance with the instructions provided to you by your broker or by the other intermediary.
Only Shareholders of record as of April 8, 2022
are entitled to notice of the Meeting and to vote at the Meeting and at any postponement or adjournment thereof.
Order of the Board of Directors
| /s/ Arun Menawat | ||
| Arun Menawat Director and Chief Executive Officer April 8, 2022 |
MANAGEMENT INFORMATION
This management information circular (this
"Circular") is provided in connection with the solicitation of proxies by the management of Profound Medical Corp. (the "Corporation"
or "Profound") for use at the annual and special meeting (the "Meeting") of the holders (the "Shareholders")
of common shares ("Common Shares") in the capital of the Corporation. The Meeting will be held on Wednesday May 18, 2022
at 10:00 a.m. (Toronto time) at 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, L4W 5K5, or at such other time or place to which the
Meeting may be adjourned, for the purposes set forth in the notice of annual and special meeting accompanying this Circular (the "Notice").
Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited by telephone, facsimile
or other means of electronic communication. In accordance with National Instrument 54-101 - Communication with Beneficial Owners of
Securities of a Reporting Issuer ("NI 54-101"), arrangements have been made with brokerage houses and other intermediaries,
clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the Common Shares
held of record by such persons and the Corporation may reimburse such persons for reasonable fees and disbursements incurred by them in
doing so. The costs thereof will be borne by the Corporation.
Due to the unprecedented public health impact
of the coronavirus outbreak (COVID-19) and in consideration of the health and safety of our Shareholders, team members and the broader
community, the Corporation will be strictly restricting physical access to the Meeting to registered Shareholders and formally appointed
proxyholders and will not be permitting any others (including beneficial Shareholders that hold their Common Shares through a broker or
other intermediary) to attend.
Shareholders are strongly encouraged not to
attend the meeting in person. The Corporation will follow all other public health recommendations of the Government of Ontario and
the Region of Peel, including potential screening of attendees at the Meeting.
To access the live webcast of the Meeting on
May 18, 2022 at 10:00 a.m. (Toronto time), please dial in to the conference call at 1-833-710-1825 (Toll Free) or 1-929-517-0404 (International)
Conference ID: 7174008 or online at https://edge.media-server.com/mmc/p/yxxgp4ws.
These securityholder materials are being sent
to both registered and non-registered (beneficial) owners of the securities. If you are a non-registered owner and the Corporation or
its agent has sent these materials directly to you, your name and address and information about your holdings or securities have been
obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.
Accompanying this Circular (and filed with applicable
securities regulatory authorities) is a form of proxy for use at the Meeting. Each Shareholder who is entitled to attend the Meeting is
encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered in person or by proxy.
Unless otherwise stated, the information contained
in this Circular is given as of April 8, 2022. All time references in this Circular are references to Toronto time. Unless otherwise stated,
all references to "$" are to United States dollars and references to "C$" are to Canadian dollars.
REVOCATION OF PROXIES
Registered Shareholders
Appointment of Proxies
Those Shareholders who wish to be represented
at the Meeting by proxy must complete and deliver a proper form of proxy to TSX Trust Company (the "Transfer Agent") either
by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 or via the internet at www.voteproxyonline.com.
The persons named as proxyholders in the form
of proxy accompanying this Circular are designated by management of the Corporation and are representatives of the Corporation's
management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) to attend and act
for and on such Shareholder's behalf at the Meeting other than the management nominees designated in the form of proxy may do so
by either: (i) crossing out the names of the management nominees AND legibly printing the other person's name in the blank space
provided in the accompanying form of proxy; or (ii) completing another valid form of proxy. In either case, the completed form of
proxy must be delivered to the Transfer Agent at the place and within the time specified herein for the deposit of proxies. A Shareholder
who appoints a proxy who is someone other than the management representatives named in the form of proxy should notify the nominee of
the appointment, obtain the nominee's consent to act as proxy and provide instructions on how the Common Shares are to be voted.
The nominee should bring personal identification to the Meeting. In any case, the form of proxy should be dated and executed by the Shareholder
or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).
In order to validly appoint a proxy, the form
of proxy must be received by the Transfer Agent (the address is stated above or in the form of proxy) by 10:00 a.m. (Toronto time) on
Monday May 16, 2022, or if the Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, prior
to any such adjournment or postponement. After such time, the Chair of the Meeting may accept or reject a form of proxy delivered to him
in his discretion but is under no obligation to accept or reject any particular late form of proxy.
Revocation of a Proxy
A Shareholder who has validly given a proxy may
revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed therein. In addition to revocation in
any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the registered
office of the Corporation or the Transfer Agent, 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, at any time up to and
including the last business day preceding the date of the Meeting, or any postponement or adjournment thereof at which the proxy is to