Helix BioPharma Corp. — Proxy Solicitation & Information Statement 2021

Dec 29, 2021

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual and special meeting (the “ Meeting ”) of the holders (“ Shareholders ”) of common shares (“ Common Shares ”) of Helix BioPharma Corp. (“ Helix ”) will be held at on January 28, 2022 at 10:00 a.m. (Toronto time). The Meeting will be held in a virtual meeting format only via live audio webcast online at www.meetnow.global/MFZRZLM for the following purposes:

1. to receive the audited consolidated financial statements of Helix for the fiscal year ended July 31, 2021 together with the auditor’s report thereon;

2. to elect directors of Helix to hold office for the ensuing year;

3. to appoint Marcum Canada LLP as auditors of Helix for the ensuing year and to authorize the directors to fix their remuneration;

4. to consider and, if thought advisable, to approve, with or without variation, a resolution: (a) approving all unallocated options, rights and other entitlements under Helix’s equity compensation plan; and (b) ratifying, confirming and approving such plan; and (c) approving the granting by Helix of options, rights and other entitlements under such plan for a further three years;

5. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This Notice of Meeting is accompanied by a Management Proxy Circular which provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice of Meeting.

Consistent with the latest directives and orders of public health and governmental authorities regarding the COVID19 coronavirus and in consideration of the health and safety of our Shareholders, colleagues and the broader community, the Meeting will be held in a virtual meeting format only via live audio webcast online at www.meetnow.global/MFZRZLM. Shareholders and duly appointed proxyholders will be able to attend the Meeting (virtually), submit questions and vote by online ballot, provided they are connected to the internet and follow the instructions in the accompanying Management Proxy Circular. Non-registered shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to vote at the Meeting.

Shareholders who are unable to attend the Meeting are requested to complete, date, sign and return the enclosed form of proxy or voting instruction form, or to vote online or by telephone in accordance with the instructions on the enclosed form of proxy or voting instruction form, so that as large a representation as possible may be had at the Meeting.

Shareholders as at the record date of December 14, 2021 are entitled to vote at the Meeting by online ballot and any adjournment of the Meeting. Proxies to be used or acted upon at the Meeting must be deposited with Helix’s transfer agent by 10:00 a.m. (Toronto time) on January 26, 2022 (or a day other than a Saturday, Sunday or holiday which is at least 48 hours before the Meeting or any adjournment of the Meeting).

DATED at Toronto, Ontario this 17[th] day of December, 2021.

By Order of the Board of Directors,

“Slawomir Majewski”

Interim Chief Executive Officer and Chair of the Board