Eupraxia Pharmaceuticals Inc. — AGM Information 2021

Nov 10, 2021

EUPRAXIA PHARMACEUTICALS INC.

Suite 201, 2067 Cadboro Bay Road Victoria, British Columbia Canada V8R 5G4

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Meeting ”) of the shareholders of Eupraxia Pharmaceuticals Inc. (the “ Company ” or “ Eupraxia ”) will be held at 10:00 a.m . (Pacific time) - on Friday, December 3, 2021 via live webcast at https://virtual meetings.tsxtrust.com/1223 (control number provided from TSX Trust Company, case sensitive password: eupraxia2021).

The following items of business will be covered at the Meeting:

1. to receive and consider the audited financial statements of the Company for the years ended December 31, 2020 and 2019, together with the auditor’s report thereon;

2. to set the number of directors for the ensuing year at six;

3. to elect the directors for the ensuing year;

4. to appoint an auditor for the ensuing year and authorize the directors to approve the remuneration to be paid to the auditor;

5. to consider, and if thought fit, pass with or without amendment, an ordinary resolution of disinterested shareholders to ratify, confirm and approve the amendments to the Company’s stock option plan (the “ Existing Option Plan ”), as previously approved by the board of directors of the Company (the “ Board ’), and as set out in Schedule A to the accompanying Management Information Circular (the “ Circular ”), and to reserve common shares in the capital of the Company (the “ Common Shares ”) from treasury for issuance under the amended Option Plan (as amended, the “ Amended Option Plan ”), the full text of which is set out in the accompanying Circular, under the heading “ Ratification of Amendment to Option Plan ”;

6. to consider, and if thought fit, pass with or without amendment, an ordinary resolution of disinterested shareholders to ratify, confirm and approve a previous grant of stock options to Bruce Cousins, President and Chief Financial Officer of the Company, which are exercisable for an aggregate of up to 275,000 Common Shares under the Company’s Amended Option Plan, as previously approved by the Board and as more particularity described in the accompanying Circular under the heading “ Ratification of Grant under the Amended Option Plan ”.

7. to consider, and if thought fit, pass with or without amendment, an ordinary resolution to ratify, confirm, and approve the adoption of the Company’s advance notice policy (the “ Advance Notice Policy ”), as previously approved by the Board and is more particularly described in the accompanying Circular, under the heading “ Approval and Ratification of the Advance Notice Policy” and which the full text is set out in Schedule B to the accompanying Circular; and

8. to transact such other business as may properly come before the Meeting.

Virtual only format

Out of an abundance of caution, to proactively deal with the health impact of coronavirus disease, also known as COVID-19, to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, and in compliance with current government direction and advice to which the Company will continue to adhere between the date of this Notice of Annual General Meeting of Shareholders and the date of the Meeting, the Company will hold the Meeting in a virtual- - only format, which will be conducted via live audio and slideshow webcast at https://virtual meetings.tsxtrust.com/1223 . Eligible shareholders attending the Meeting may ask questions during the meeting, as described in more detail in the Management Information Circular (the “Circular”). Shareholders will not be able to attend the Meeting in person. You can find more information about voting and asking questions during the Meeting in the guide by TSX Trust Company attached as Schedule D to the Circular.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online at https://virtual-meetings.tsxtrust.com/1223. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or ask questions at the Meeting.

You have the right to vote

You are entitled to receive notice of and vote at the Meeting, or any adjournment, if you are a registered holder of Common Shares in the capital of the Company (each, a “ Common Share ”) at the close of business on October 25, 2021.

Your vote is important

If you are a registered shareholder or duly appointed proxyholder, you are entitled to vote at the Meeting online at https://virtual-meetings.tsxtrust.com/1223 (control number provided from TSX Trust Company, case sensitive password: eupraxia2021). If you are unable to attend the Meeting, you are requested to vote your Common Shares using the form of proxy or voting instruction form, as applicable, enclosed with the Circular.

Registered shareholders should complete and sign the form of proxy and return it in the envelope provided. Alternative methods of voting by proxy are outlined in the Circular. If you are a non-registered shareholder, you should review the voting instruction form provided by your intermediary, which sets out the procedures to be followed for voting Common Shares held through intermediaries.

Shareholders who wish to appoint a proxyholder other than the persons designated by us (including a nonregistered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions on their form of proxy or voting instruction form, as applicable. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company, after submitting their form of proxy or voting instruction form, as applicable. Failure to register the proxyholder will result in the proxyholder not receiving a control number that is required for them to vote at the Meeting online and, consequently, only being able to attend the Meeting online as a guest. To register as a proxyholder, the shareholder or the proxyholder MUST contact TSX Trust Company by emailing tsxtrustproxyvoting@tmx.com, and complete the Request for Control Number form at https://tsxtrust.com/resource/en/75, so that TSX Trust Company may provide the proxyholder with a control number via email. Non-registered shareholders located in the United States must also provide TSX Trust Company with a duly completed legal proxy if they wish to vote at the Meeting or appoint a thirdparty as their proxyholder.

Proxies must be received by our transfer agent, TSX Trust Company, by mail at 100 Adelaide Street West, Suite 301, Toronto, Ontario, Canada, M5H 4H1, Attention: Proxy Department; by facsimile to 1416-5959593; or online with your 12-digit control number at www.voteproxyonline.com, by no later than 10:00 a.m. (Vancouver time) on December 1, 2021 or two business days before the commencement of any adjournment(s) or postponement(s) of the Meeting.

Shareholders can contact our transfer agent, TSX Trust Company, toll free at 1-866-600-5869 or by email at TMXEInvestorServices@tmx.com, for more information regarding notice-and-access or with questions regarding how to vote their Common Shares.

DATED at Vancouver, British Columbia this 27[th] day of October, 2021.

ON BEHALF OF THE BOARD OF DIRECTORS

Signed: James A. Helliwell James A. Helliwell Chief Executive Officer and Director