Profound Medical Corp. — Proxy Solicitation & Information Statement 2025

Apr 22, 2025

PROFOUND MEDICAL CORP.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) in the capital of Profound Medical Corp. (the “Corporation”) will be held at 2400 Skymark Avenue, Unit 6, Mississauga, Ontario, L4W 5K5, on Wednesday, May 14, 2025 at 10:00 a.m. (Toronto time) and will be broadcast via webcast and may be accessed either by conference call at 1-800-715-9871 (Toll Free) or 1-646-307-1963 (United States) Conference ID: 3298070 or online at https://edge.media-server.com/mmc/p/mtghfpx8/ is for the following purposes:

1. to receive the audited financial statements of the Corporation for the financial year ended December 31, 2024 and the accompanying report of the auditors thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. to consider and, if deemed fit, approve an ordinary resolution approving all unallocated options under the Corporation’s share option plan;
4. to appoint the auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the auditors’ remuneration; and
5. to transact such other business as may be properly brought before the Meeting or any postponement or adjournment thereof.

Shareholders should refer to the accompanying management information circular for more detailed information with respect to the matters to be considered at the Meeting.

To access the live webcast of the Meeting on May 14, 2025 at 10:00 a.m. (Toronto time), please dial in to the conference call at 1-800-715-9871 (Toll Free) or 1-646-307-1963 (United States) Conference ID: 3298070 or online at https://edge.media-server.com/mmc/p/mtghfpx8/.

The Corporation encourages all registered Shareholders to vote in advance of the meeting by dating and executing the accompanying form of proxy and returning it to TSX Trust Company by mail or courier, to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 or via the internet at www.voteproxyonline.com by no later than by 10:00 a.m. on Monday May 12, 2025, or if the Meeting is adjourned or postponed, at least 48 hours, excluding Saturdays, Sundays and holidays, prior to any such adjournment or postponement. If you receive more than one form of proxy because you own Common Shares registered in different names or addresses, each form of proxy should be completed and returned.

If you are not a registered Shareholder and receive these materials through your broker or through another intermediary, please complete and return the accompanying voting instruction form in accordance with the instructions provided to you by your broker or by the other intermediary.

Only Shareholders of record as of April 4, 2025 are entitled to notice of the Meeting and to vote at the Meeting and at any postponement or adjournment thereof.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) “Arun Menawat”

Arun Menawat
Director and Chief Executive Officer
April 4, 2025