Appili Therapeutics Inc. — Proxy Solicitation & Information Statement 2024

Oct 10, 2024

APPILI THERAPEUTICS INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the “ Meeting ”) of holders (the “ Company Shareholders ”) of Class A common shares (“ Company Shares ”) of Appili Therapeutics Inc. (the “ Company ” or “ Appili ”) will be held virtually via a live teleconference hosted through the facilities of Chorus Call at 11:00 a.m. (Toronto time), on November 6, 2024:

1. to consider pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated October 1, 2024 (the “ Interim Order ”) and, if thought advisable, to pass, with or without amendment, a special resolution (the “ Arrangement Resolution ”), the full text of which is set forth in Appendix B to the Circular, to approve a plan of arrangement (as may be amended from time to time, the “ Arrangement ”) pursuant to Section 182 of the Business Corporations Act (“ OBCA ”); and

2. to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

Particulars of the Arrangement are set forth in the Circular. The board of directors of the Company has fixed the close of business on October 2, 2024, as the record date for the determination of the Company Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Company Shareholders whose names have been entered in the register of shareholders as of the close of business on October 2, 2024 will be entitled to receive notice of, and to vote at, the Meeting.

Company Shareholders are entitled to vote at the Meeting either on their own behalf or by proxy, as described in the Circular under the heading “ General Proxy Information ”. Only Registered Company Shareholders, or the persons appointed as their proxies, are entitled to vote at the Meeting. For information on how to vote Company Shares held through an intermediary, see “ GENERAL PROXY INFORMATION - Non-Registered Company Shareholders ” in the accompanying Circular.

Whether or not you are able to attend the Meeting, you are encouraged to provide voting instructions on the enclosed form of proxy as soon as possible. The Company’s transfer agent, Computershare Investor Services Inc., must receive your proxy no later than November 4, 2024 at 11:00 a.m. (Toronto time), or, if the Meeting is adjourned or postponed, no later than two (2) Business Days before any adjourned or postponed Meeting. You must send your proxy to the Company’s transfer agent by either using the envelope provided or by mailing the proxy to Appili Therapeutics Inc. c/o Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1. You may vote on the internet by going to investorvote.com and following the instructions. You will need your control number located on the form of proxy. If you wish to vote on the internet, you must do so no later than two (2) days prior to the Meeting on November 4, 2024 at 11:00 a.m. (Toronto time).

If you are a Non-Registered Company Shareholder (for example, if you hold Company Shares in an account with an intermediary), you should follow the voting procedures described in the form of proxy or voting instruction form provided by your intermediary or call your intermediary for information as to how you can vote your Company Shares. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the dates described above. Computershare must receive your voting instructions from your intermediary no later than the proxy deadline which is November 4, 2024 at 11:00 a.m. (Toronto time).

Late proxies may be accepted or rejected by the Chairperson of the Meeting (“Chairperson”) at his or her sole discretion. The Chairperson is under no obligation to accept or reject any particular late proxy. The time limit for the deposit of proxies may be waived or extended by the Chairperson of the Meeting at his or her discretion, without notice.

Company Shareholders are directed to read the Circular carefully and in full to evaluate the matters for consideration at the Meeting.

Registered Company Shareholders have the right to dissent with respect to the Arrangement Resolution. If the Arrangement Resolution becomes effective, registered Company Shareholders who validly dissent pursuant to the Interim Order will be entitled to be paid the fair value of their Company Shares in accordance with the provisions of Section 185 of the OBCA, as modified by the Interim Order and the Arrangement. A Company Shareholder’s right to dissent is more particularly described in the Circular under the heading “ Dissenting Shareholders’ Rights ” and the relevant text of the OBCA with respect to the Arrangement Resolution is set forth in Appendix F to the Circular and a copy of the Interim Order is attached to the Circular as Appendix D.

Please refer to the Circular for a description of the right to dissent in respect of the Arrangement Resolution.

Failure to strictly comply with the requirements set forth in Section 185 of the OBCA (as modified by the Interim Order and the Arrangement), may result in the loss of any right to dissent. Persons who are beneficial owners of Company Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the Registered Company Shareholders are entitled to dissent. Accordingly, a beneficial owner of Company Shares desiring to exercise the right to dissent must make arrangements for the Company Shares beneficially owned by such holder to be registered in such holder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Company Shares to dissent on behalf of the holder.

DATED at Toronto, Ontario this October 4, 2024.

BY ORDER OF THE BOARD

(Signed) “Armand Balboni”

Armand Balboni Chair of Board

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