EX-99.3 4 d832258dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

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EUPRAXIA PHARMACEUTICALS INC. (the “Corporation”) Annual General and Special Meeting June 6, 2024 at 10:00 AM (Canada/Pacific Daylight) Virtual Meeting June 06th 2024 @ 10am PDT (the “Meeting”) Proxy Voting – Guidelines and Conditions 1. THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION. 2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING. 3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose. 4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof. 5. The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a securityholder of the Corporation. 6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation. 7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting Electronic Delivery If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: 1. After you vote online at www.voteproxyonline.com using your control number. 2. Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login For details go to www.tsxtrust.com/consent-to-electronic-delivery [GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE] VOTING METHOD Internet Go to www.voteproxyonline.com and enter the 12 digit control number FACSIMILE 416-595-9593 not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy. 8. If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide MAIL or HAND DELIVERY [GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE]Investor inSite TSX Trust Company 301-100 Adelaide Street West Toronto, Ontario, M5H 4H1 documentation evidencing the signatory’s power to sign the proxy. 9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol. TSX Trust Company ers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions. To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite- registration and complete the registration form. [GRAPHIC APPEARS HERE] For assistance, please contact TSX TRUST INVESTOR SERVICES. Mail: 301—100 Adelaide Street West Toronto, ON, M5H 4H1 Tel: 1-866-600-5869 Email: tsxtis@tmx.com


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FORM OF PROXY (“PROXY”) CONTROL NUMBER: «CONTROL_NUMBER» EUPRAXIA PHARMACEUTICALS INC. (the “Corporation”) Annual General and Special Meeting June 6, 2024 at 10:00 AM (Canada/Pacific Daylight) Virtual Meeting June 06th 2024 @ 10am PDT SECURITY CLASS: Common Shares RECORD DATE: April 24, 2024 FILING DEADLINE FOR PROXY: June 4, 2024 at 10:00 AM (Canada/Pacific Daylight) The undersigned hereby appoints James Helliwell, CEO whom failing Bruce Cousins, President and CFO (the “Management Nominees”) or instead of any of them, the following Appointee PLEASE PRINT APPOINTEE NAME [GRAPHIC APPEARS HERE] as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below. RESOLUTIONS—VOTING RECOMMENDATIONS ARE INDICATED BY TEXT ABOVE THE BOXES To set the number of Directors at 6 Appointment of KPMG LLP as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. Approval of an amendment to the Articles of the Company to allow the directors of the Company to consolidate or subdivide all or any of the Company’s unissued, or fully paid issued, shares, as set forth in Schedule B of the accompanying Circular. AGAINST WITHHOLD AGAINST A) James A. Helliwell B) Simon Pimstone C) Richard M. Glickman D) Paul Geyer E) John Montalbano F) Michael Wilmink [GRAPHIC APPEARS HERE]Approval of the unallocated entitlements under the Company’s amended and restated stock option plan, as more particularly set out in the accompanying Management Information Circular (the “Circular”). WITHHOLD AGAINST PLEASE PRINT NAME The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED Signature of registered owner(s) Date(MM/DD/YYYY)