Knight Therapeutics Inc. — Proxy Solicitation & Information Statement 2021

Apr 22, 2021

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Form of Proxy Annual Meeting of shareholders Thursday, May 13, 2021

Appointment of Proxyholder

I/We, being holder(s) of Common Shares of Knight Therapeutics Inc., hereby appoint: Jonathan Ross Goodman, Chief Executive Officer, or failing this person, Samira Sakhia, President and Chief Operating Officer, OR

________________________________________________________________________________ Print the name of the person you are appointing if this person is someone other than the individuals listed above

as my/our proxyholder with full power of substitution and to vote in accordance with the following instructions (or if no instructions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting (the “Meeting”) of shareholders of Knight Therapeutics Inc. (the “Corporation”) to be held live at https://web.lumiagm.com/483817790 on May 13, 2021 at 9:00 a.m. (Eastern time) and at any adjournment or postponements thereof, in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution. If you appoint a proxyholder other than the

two individuals listed above, YOU MUST return your proxy by mail, fax or email and have the appointee complete the online form available at https://lp.astfinancial.com/ControlNumber or call AST at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 (other countries) by 9:00 a.m. (Montréal time) on May 11, 2021, so that AST may provide the appointee with a 13-digit Control Number via email. This Control Number will allow your appointee to log in to and vote at the Meeting. Without a Control Number, your proxyholder will only be able to log in to the Meeting as a guest and will not be able to vote

Management recommends voting FOR the following resolutions.

1. Election of Directors

2. Appointment of external Auditor

FOR WITHHOLD To re-appoint Ernst & Young LLP as auditors of the Corporation Pop and to authorize the Board of Directors of the Corporation to fix the auditors’ remuneration.

3. Omnibus Equity Incentive Plan FOR AGAINST

To consider, and if deemed advisable, pass with or without Pop modification, an ordinary resolution approving the adoption of an Omnibus Equity Incentive Plan as more particularly described in the information Circular.

4. Ordinary Resolution FOR AGAINST To consider, and if deemed advisable, pass with or without modification, an ordinary resolution approving the extension of an aggregate of 1,339,720 options granted to certain executive officers, directors and employees of the Corporation for an additional period of three years.

Under Canadian Securities Law, you are entitled to receive certain investor documents. If you wish to receive such material, please tick the applicable boxes below. You may also go to AST’s website https://ca.astfinancial.com/financialstatements and input code 3890a.

• I would like to receive interim financial statements by mail

• I do not want to receive annual financial statements by mail

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management or, if you appoint another proxyholder, as that other proxyholder sees fit. On any amendments or variations proposed or any new business properly submitted before the Meeting, I/We authorize you to vote as you see fit.

FOR WITHHOLD

1.	James C. Gale			
2.	Jonathan Ross Goodman
3.	Samira Sakhia
4.	Robert N. Lande
5.	Michael J. Tremblay
6.	Nicolás Sujoy
7.	Janice Murray

_______________________________________________________ ______________________________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. Proxies must be received by 9:00 a.m. (Montreal time) on May 11, 2021.

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Form of Proxy – Annual Meeting of shareholders of Knight Therapeutics Inc. to be held on Thursday, May 13, 2021 at 9:00 a.m. (the “Meeting”)

Notes

1. You have the right to appoint a proxyholder, who need not be a shareholder, to attend and act on your behalf at the meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided.

1. If the securities are registered in the name of more than one shareholder (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this form of proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

2. This form of proxy should be signed in the exact manner as the name appears on the proxy.

3. If this form of proxy is not dated, it will be deemed to bear the date on which it was mailed by management to you.

How to Vote

TELEPHONE

• INTERNET

• Go to www.astvotemyproxy.com

• Use any touch-tone phone, call toll free in

• Go to www.astvotemyproxy.com Canada and United States 1-888-489-7352  Cast your vote online and follow the voice instructions

• View Meeting documents

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• To vote using your smartphone, please scan this QR Code 

To vote by telephone or Internet you will need your control number. If you vote by Internet or telephone, do not return this proxy.

MAIL, FAX OR EMAIL

5. The securities represented by this proxy will be voted as instructed by the shareholder, however, if such an instruction is not given in respect of any matter, this proxy will be voted as recommended by Management.

1. The securities represented by this proxy will be voted or withheld from voting, in accordance with the instructions of the shareholder, on any ballot that may be called for.

2. This proxy confers discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting and at any adjournment thereof.

3. This form of proxy should be read in conjunction with the accompanying Management Information Circular.

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 Complete and return your signed proxy in the envelope provided or send to: AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax your proxy to 416-368-2502 or toll free in Canada and the United States to 1-866-781-3111 or scan and email to proxyvote@astfinancial.com.

If you wish to receive investor documents electronically in the future, please visit https://ca.astfinancial.com/edelivery to enrol.

Proxies submitted must be received by 9:00 a.m. (Montreal time) on May 11, 2021.