BioSenic SA

Proxy Solicitation & Information Statement • May 7, 2021

PROXY FORM

Any shareholder wishing to be represented at the ordinary general meeting of Bone Therapeutics S.A. to be held on 9 June 2021 as of 04.00 pm (Belgian time) in Gosselies with the agenda set out below must use the present proxy form in French. Any other proxy form will not be accepted.

A scanned or photographed copy of this completed and signed form must be received by the Company on 03 June 2021 at 05.00 pm (Belgian time) at the latest. This form may be sent to the Company by email to generalassembly@bone-therapeutics.com, by fax to +32 71 12 10 01, or by mail to the attention of Bone Therapeutics, Mr. Jean-Philippe Bultot, rue Auguste Piccard 37, 6041 Gosselies.

It is important to note that the undersigned shareholder must also comply with the registration formalities set out in the convening notice.

Moreover, the designation of a proxy holder must comply with applicable Belgian legislation, in particular with regard to conflicts of interest.

The undersigned :

name:	______
address:	____ ____
represented pursuant to its articles of association by:	______
holder of:	__ shares of the company
corporate name:	BONE THERAPEUTICS S.A.
registered office:	Rue Auguste Piccard 37, 6041 Gosselies,

Hereby appoints as special proxy holder:

Mr _________________________________________________

To whom it grants all powers necessary for representing him/her at the ordinary general meeting of the said company, that will be held on 9 June 2021 as of 04.00 pm (Belgian time) at rue Auguste Piccard 37, 6041 Gosselies, with the following agenda:

1. Approval of the statutory annual accounts for the financial year ended on 31 December 2020.

Proposed resolution:

The general meeting decides to approve the annual accounts for the financial year ended on 31 December 2020.

◘ For ◘ Against ◘ Abstention

1. Allocation of results for the financial year ended on 31 December 2020.

Proposed resolution:

The general meeting decides to approve the allocation of the results as proposed by the board of directors in its annual report.

◘ For ◘ Against ◘ Abstention

1. Approval of the remuneration report of the board of directors for the financial year ended on 31 December 2020, as explained by the nomination and remuneration committee, and as included in the annual report.

Proposed resolution:

The general meeting decides to approve the remuneration report of the board of directors for the financial year ended on 31 December 2020, as explained by the nomination and remuneration committee and as included in the annual report.

◘ For ◘ Against ◘ Abstention

1. Discharge to be granted to the directors for the proper performance of their duties during the financial year ended on 31 December 2020.

Proposed resolution:

The general meeting decides to grant discharge to the following directors for the exercise of their mandate during the financial year ending on 31 December 2020:

• Innoste SA, represented by its permanent representative Jean Stéphenne;
• mC4Tx SRL, represented by its permanent representative Miguel Forte;
• Finsys Management SRL, represented by its permanent representative Jean-Luc Vandebroek ;
• Ms. Claudia D'Augusta;
• ClearSteer Consulting LLC, represented by its permanent representative Gloria Matthews;
• Castanea Management SARL, represented by its permanent representative Damian Marron;
• Mr. Jean-Paul Prieels;

The general meeting also expressly grants discharge for the proper performance of their duties during the fiscal year ended 31 December 2020 to the following persons whose term of office as directors of the Company expired during the fiscal year 2020:

Ms. Gloria Matthews; and

Castanea Management Limited, represented by its permanent representative Damian Marron.

◘ For ◘ Against ◘ Abstention

1. Discharge to be granted to the auditor.

Proposed resolution:

The general meeting decides to grant discharge to the auditor, Deloitte Réviseurs d'Entreprises SC SCRL, a company having its registered office at Gateway building, Luchthaven Brussel Nationaal 1 J, 1930 Zaventem, Belgium, represented by Julie Delforge, for the exercise of its mandate during the financial year ended 31 December 2020.

◘ For ◘ Against ◘ Abstention

1. Re-appointment of Innoste SA, whose permanent representative is Jean Stéphenne as nonexecutive director.

Proposed resolution:

The general meeting decides to renew the mandate of Innoste SA, having its registered office at Avenue Alexandre 8, 1330 Rixensart, Belgium, and having Jean Stéphenne as its permanent representative, as independent director, with immediate effect and for a term expiring immediately after the annual general meeting to be held in 2025 to approve the financial statements for the financial year ending on 31 December 2024.

◘ For ◘ Against ◘ Abstention

1. Re-appointment of Jean-Paul Prieels as non-executive director.

Proposed resolution:

The meeting takes note of the expiration of the mandate of Jean-Paul Prieels and decides, upon proposal of the board of directors and based on the advice of the nomination and remuneration committee of the Company, to reappoint Jean-Paul Prieels as non-executive and independent director with immediate effect and for a term extending until the annual general meeting of 2025 deciding on the annual accounts relating to the financial year ending on 31 December 2024.

◘ For ◘ Against ◘ Abstention

1. Powers.

Proposed resolution:

The general meeting decides to grant special powers of attorney to Mr Jean-Luc Vandebroek and Mr Jean-Philippe Bultot, with the right to act individually on behalf of the Company and with right of substitution to exercise, execute and sign all documents, instruments, formalities and steps and to give the instructions that are necessary or useful for carrying out the abovementioned decisions, including but not limited to the filing of the annual accounts and the consolidated annual accounts for the financial year ended on 31 December 2020, the annual reports and the auditor's reports annexed thereto, with the Belgian National Bank, as well as the completion of the necessary publication formalities.

◘ For ◘ Against ◘ Abstention

Attendance quorum

There is no quorum requirement for deliberating and voting on the items set out in the aforementioned agenda of the ordinary general meeting of shareholders.

Voting and majority

Subject to the applicable legal provisions, each share will carry one vote. In accordance with applicable law, the proposed resolutions set out in this agenda of the ordinary general shareholders meeting will be adopted with a simple majority of the votes cast. Pursuant to article 7:135 of the Belgian Company and Associations Code, holders of warrants and (convertible) bonds have the right to participate in the ordinary general shareholders' meeting, but with an advisory vote only.

In accordance with applicable law, the proposed resolutions set out in this agenda of the ordinary general shareholders meeting will be adopted with a simple majority of the votes cast.

In case no voting instructions have been given, the undersigned shareholder is deemed to accept the proposed resolutions.

If, pursuant to article 7:130 of the Belgian Company and Associations Code, new items are added to the agenda and/or new resolutions' proposals are presented, and the undersigned shareholder did not give any new instructions concerning the new agenda, the proxy holder will abstain from voting on these new items on the agenda or on the new decisions' proposals.

Disclaimer

The undersigned acknowledges having been informed in good time of the holding of the Ordinary General Meeting and of its agenda, as set out above, as well as of the nature and content of the documents to be submitted to this Ordinary General Meeting, of which it has been or may be informed. It further acknowledges that it has sufficient means to be informed of the exact date of the said ordinary general meeting, should it not be held on the date indicated in this proxy form.

Powers of the proxy holder:

The proxy holder hereby has the following powers on behalf of the undersigned:

• participate in the meeting and, as the case may be, vote in favour of its postponement;
• attend any other meeting with the same agenda if the first meeting may not validly deliberate, has been postponed, or has not been validly convened;
• appoint the officers of the meeting or of any meeting with the same agenda in the event that the first meeting cannot validly deliberate, has been postponed or has not been duly convened;
• take part in all deliberations and vote or abstain from voting, amend or reject any proposals relating to the agenda in accordance with the instructions given to the proxyholder, by any means, prior to the holding of the meeting; and
• to the above effects, to pass and sign all deeds, minutes, attendance list and documents, registers, elect domicile, substitute and in general do all that is useful or necessary.

Instructions to the proxy holder

The undersigned hereby expressly instructs the proxyholder to participate in the general meeting, even in the absence of proof of proper convening of the shareholders, directors and auditor or in the absence of waiver by each of these persons of (i) the time limits and formalities for convening the general meeting, (ii) and the right to receive certain reports and other documents, in accordance with articles 7:129 and 7:132 of the Code of Companies and Associations.

Indemnification of proxy holder

The undersigned hereby undertakes to indemnify the proxy holder for any damage that the proxy holder may incur as a result of any act performed pursuant to this power of attorney, provided that the Agent has respected the limits of its powers. Furthermore, the undersigned undertakes not to seek the annulment of any of the resolutions approved by the proxy holder and not to demand any compensation from the proxy holder, provided however that the proxy holder has respected the limits of its powers.

[PLEASE SIGN AND DATE THE FRENCH VERSION OF THE PROXY]