Velan Inc. — AGM Information 2022

Jun 16, 2022

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Appointment of Proxyholder

I/We, being holder(s) of Subordinate Voting Share of Velan Inc. (the “Company”), hereby appoint: James A. Mannebach, Chairman of the Board OR the Chairman of the Meeting OR

FOR WITHHOLD

2. Appointment of Auditors To appoint PricewaterhouseCoopers, Partnership of Chartered Professional Accountants, as auditors of the Corporation and to authorize the Directors to fix their remuneration. ..

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 TSX Trust’s website https://ca.astfinancial.com/financialstatements and input code 8093a.

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

as proxy of the undersigned, to attend, act and vote on behalf of the undersigned in accordance with the below direction (or if no directions have been given, as the proxy sees fit) on all the following matters and any other matter that may properly come before the Annual General Meeting of Shareholders of the Company to be held online via live audio webcast at https://web.lumiagm.com/417880894 on July 7, 2022, at 3:00 p.m., Montréal time, (the “Meeting”) and at any and all adjournments 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, email or Internet to TSX Trust and YOU MUST ALSO have the appointee either complete the online form available at www.tsxtrust.com/control-number-request or call TSX Trust at 1-866-751-6315 (toll free in Canada and the United States) or 212-235-5754 (other countries) by 3:00 p.m. (ET) on July 5, 2022 to properly register your proxyholder, so that TSX Trust may provide such proxyholder with a 13-digit proxyholder control number via email. Such 13-digit proxyholder control number will differ from the Control Number set forth on this Proxy. Without a 13-digit proxyholder control number, your proxyholder will not be able to participate, interact, ask questions or vote at the Meeting, but will be able to attend as a guest.

• I would like to receive quarterly financial statements

• I do not want to receive annual financial statements

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 FOR a matter by Management’s appointees or, if you appoint another proxyholder, as such 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.

_________________________________________________________ __________________ Signature(s) Date

Please sign exactly as your name(s) appear on this proxy. Please see reverse for instructions. All proxies must be received by July 5, 2022 at 3:00 p.m.

Management’s voting recommendations are indicated by HIGHLIGHTED TEXT over the boxes. Please use a dark black pencil or pen.

1. Election of Directors FOR WITHHOLD 1. James A. Mannebach 2. Suzanne Blanchet 3. Bruno Carbonaro 4. Dahra Granovsky 5. Edward Kernaghan 6. Ivan Velan 7. Peter Velan 8. Robert Velan 9. Tom Velan

Proxy Form – Annual General Meeting of

How to Vote

Shareholders of Velan Inc. to be held on July 7, 2022 (the “Meeting”)

Notes to Proxy

1. This proxy must be signed by a holder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your name appears on this proxy. If the holder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

2. If the securities are registered in the name of an executor, administrator or trustee, please sign exactly as your name appears on this proxy. If the securities are registered in the name of a deceased or other holder, the proxy must be signed by the legal representative with his or her name printed below his or her signature, and evidence of authority to sign on behalf of the deceased or other holder must be attached to this proxy.

3. Some holders may own securities as both a registered and a beneficial holder; in which case you may receive more than one Information Circular and will need to vote separately as a registered and beneficial holder. Beneficial holders may be forwarded either a form of proxy already signed by the intermediary or a voting instruction form to allow them to direct the voting of securities they beneficially own. Beneficial holders should follow instructions for voting conveyed to them by their intermediaries.

4. If a security is held by two or more individuals, any one of them present or represented by proxy at the Meeting may, in the absence of the other or others, vote at the Meeting. However, if one or more of them are present or represented by proxy, they must vote together in respect of such security.

All holders should refer to the Information Circular for further information regarding completion and use of this proxy and other information pertaining to the Meeting.

This proxy is solicited by and on behalf of the Company’s Management.

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TELEPHONE

• INTERNET TELEPHONE

• • Go to www.tsxtrust.com/vote-proxy Use any touch-tone phone, call • Cast your vote online toll free in Canada and United • View Meeting documents States 1-888-489-7352 and follow the voice instructions

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

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

MAIL, FAX OR EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

TSX Trust Company 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@tmx.com.

An undated proxy is deemed to bear the date on which it is mailed by Management to you.

All proxies must be received by July 5, 2022 at 3:00 p.m.