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CHITOGENX INC Proxy Solicitation & Information Statement 2021

Jun 23, 2021

47340_rns_2021-06-23_ed20967f-6f4b-46b5-b909-5682a6e9272a.pdf

Proxy Solicitation & Information Statement

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ORTHO REGENERATIVE TECHNOLOGIES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Ortho Regenerative Technologies Inc. (the " Corporation ") will be held at the Corporation’s registered office at 16667, Hymus Blvd., Kirkland, QC, and simultaneously online through a Zoom videoconference at https://us02web.zoom.us/j/5922982436 on July 21, 2021 at 10:30 a.m. EST , for the following purposes:

  1. To receive and consider the financial statements of the Corporation for the fiscal year ended January 31, 2021 together with the auditors' report thereon;

  2. To elect the directors for the ensuing year or until their successors are appointed;

  3. To appoint the auditors of the Corporation for the ensuing year and authorize the directors to fix the remuneration to be paid to the auditors;

  4. To consider, and if thought fit, to pass, with or without variation, an ordinary resolution of disinterested shareholders approving the adoption of an Equity Incentive Plan, as more particularly described in the Circular; and

  5. To transact such other matters as may properly be brought before the Meeting.

Full particulars of all the foregoing matters are set forth in the accompanying Management Information Circular. The Management Information Circular and this notice of meeting are available electronically under the Corporation’s profile on SEDAR at www.sedar.com.

As part of its precautionary measures in response to COVID-19, the Corporation STRONGLY RECOMMENDS that Registered Shareholders exercise their right to vote by proxy PRIOR TO THE MEETING either by mail, online or by telephone, following the directions in the accompanying Management Information Circular. The Corporation also STRONGLY RECOMMENDS that Registered Shareholders join the Meeting BY ZOOM VIDEOCONFERENCE ONLY. Shareholders joining the Meeting by Zoom videoconference will be able to listen but will not be able to vote. Management will answer questions following the formal portion of the Meeting.

Shareholders of record at the close of business on June 15, 2021 will be entitled to receive notice of and vote at the Meeting except to the extent that a person has transferred any Class “A” shares of the Corporation after that date and the transferee of those shares properly establishes ownership of such shares and requests, not later than the commencement of the Meeting, that the transferee's name be included in the list of shareholders eligible to vote at the Meeting, in which case the transferee is entitled to vote such shares at the Meeting.

By Order of the Board of Directors of ORTHO REGENERATIVE TECHNOLOGIES INC.

(signed) Claude LeDuc Claude LeDuc President and Chief Executive Officer

Montreal, June 16, 2021

IMPORTANT: Shareholders may exercise their rights by attending the meeting or by completing a form of proxy. Should you be unable to attend the meeting in person, kindly complete, date and sign the enclosed proxy form and return it in the envelope provided for that purpose. To be valid, proxies must be deposited with the transfer agent of the Corporation, namely Computershare Investor Services, to the attention of its Proxy Department, in Toronto, not later than 10;30a.m (Toronto time) on July 19, 2021. Your shares will be voted in accordance with your instructions as indicated on the proxy. A Management Information Circular is attached to the present Notice.

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