Microbix Biosystems Inc. — Proxy Solicitation & Information Statement 2025

Feb 21, 2025

MICROBIX BIOSYSTEMS INC.
265 Watline Avenue, Mississauga, Ontario L4Z 1P3

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 26, 2025

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting (the “Meeting”) of shareholders (“Shareholders”) of MICROBIX BIOSYSTEMS INC. (the “Company”) will be held on March 26, 2025, at the hour of 1:00 p.m. (Toronto time) in a virtual-only format conducted through Zoom conferencing. Shareholders will not be able to physically attend the Meeting. Shareholders may participate in the Meeting by listen-only Zoom conference format. The Meeting will be held for the following purposes:

(a) receiving the 2024 Annual Report containing the financial statements for the year ended September 30, 2024, and the report of the auditors thereon;
(b) electing directors;
(c) re-appointing Ernst & Young LLP as the auditors of the Company and authorizing the directors to fix their remuneration; and
(d) transacting such further and other business as may properly come before the Meeting or any adjournment thereof.

The Company has adopted the notice-and-access method of delivering materials to both registered and non-registered Shareholders. As such, the Company has posted copies of this Management Information Circular and the Company’s 2024 Annual Report (which includes its audited consolidated financial statements for the fiscal year ended September 30, 2024 and related management’s discussion and analysis) on the Company’s website at www.microbix.com, in addition to on the Company’s page on SEDAR+ at www.sedarplus.ca. Paper copies of the Management Information Circular and the Company’s 2024 Annual Report may still be obtained upon request, or if you have any questions about the notice-and-access method, please contact TSX Trust Company at 1-888-433-6443 (toll-free Canada and U.S.) or 416-682-3801 outside of Canada and the U.S., or by e-mail at tsxt-fulfilment@tmx.com.

Shareholders of record on February 7, 2025 will be entitled to notice of, and to attend and vote at the Meeting. A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit a duly executed form of proxy with the Company’s registrar and transfer agent, TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 or using the envelope provided with the proxy, or by fax 416-595-9593, or by e-mail to proxyvote@tmx.com, or by Internet at www.tsxtrust.com/vote-proxy, or by Telephone at 1-800-387-0825, not later than 5:00 p.m. (Toronto time) on the 24th, day of March, 2025, or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays, and holidays, preceding the time of such adjourned Meeting.

In order to access the Meeting, Shareholders will have two options: listen only teleconference or Zoom conferencing application:

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To participate via Zoom:

Zoom registration link: https://us02web.zoom.us/webinar/register/WN_7BbjMuioTTaO8HZqLqJedw

Join from PC, Mac, iPad, or Android:
https://us02web.zoom.us/s/83578246966?pwd=H6OaM96Yl3Ujgv21uhUgsz2wSHW7YK.1
Passcode:337434

To participate via Telephone:

Phone one-tap:
+16473744685, 83578246966# Canada
+16475580588, 83578246966# Canada

Join via audio:
Canada: +1 647 374 4685; +1 647 558 0588; +1 778 907 2071; +1 780 666 0144; +1 204 272 7920; 1 438 809 7799; or 1 587 328 1099
US: +1 360 209 5623; +1 386 347 5053; +1 507 473 4847; +1 564 217 2000; +1 646 558 8656 (New York); +1 646 931 3860; +1 669 444 9171; +1 669 900 9128 (San Jose); +1 689 278 1000 or +1 719 359 4580; +1 253 205 0468; +1 253 215 8782 (Tacoma); +1 301 715 8592 (Washington DC); +1 305 224 1968; +1 309 205 3325; +1 312 626 6799 (Chicago); or +1 346 248 7799 (Houston)
Webinar ID: 835 7824 6966

International numbers available: https://us02web.zoom.us/u/kmtQqaJ8

In order to access the Meeting via Zoom conferencing, Shareholders will need to download the Zoom application onto their computer or smartphone.

DATED this 7th day of February, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

“Cameron Groome”
Cameron Groome,
President and Chief Executive Officer