Sernova Biotherapeutics IncTSX: SVA

Appointment of Proxyholder (SVA 2026 Proxy)

· Issued by Sernova Biotherapeutics Inc
Sernova Biotherapeutics Inc.

(the "Corporation")

Annual General Meeting April 8, 2026 at 1:00 p.m. (Eastern Time) the law offices of McMillan LLP at Brookfield Place, 181 Bay St. Suite 4400, Toronto, ON M5J 2V8

(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.

    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:

    Notice-and-Access

    The Canadian securities regulators have adopted rules which permit the use of notice-and-access for proxy solicitation instead of the traditional physical delivery of material. This process provides the option to post meeting related materials including management information circulars as well as annual financial statements and management's discussion and analysis, on a website in addition to SEDAR+. Under notice-and-access, meeting related materials will be available for viewing for up to 1 year from the date of posting and a paper copy of the material can be requested at any time during this period.

    Disclosure regarding each matter or group of matters to be voted on is in the Information Circular in the Section with the same title as each Resolution on the reverse. You should review the Information Circular before voting.

    Sernova Biotherapeutics Inc. has elected to utilize notice-and-access and provide you with the following information:

    Meeting materials are available electronically at www.s edarplus.ca and als o at https://sernova.com/annual-general-meetings /.

    If you wis h to receive a paper copy of the meeting materials or have ques tions about notice-and-acces s , please call 1-888-433-6443, 416-682-3801 or e-mail tsxt-fulfilment@tmx.com. In order to receive a paper copy in time to vote before the meeting, your request s hould be received by March 20, 2026.

    VOTING METHOD

    INTERNET

    Go to https://www.meeting-vote.com and enter the 13 digit control numbers above



    FACSIMILE

    416-607-7964

    MAIL or HAND DELIVERY

    TSX Trust Company

    BY MAIL: Proxy Department, P.O. Box 721, Agincourt, ON M1S 0A1

    BY HAND: 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1

    Inves tor Central

    TSX Trust Company offers 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://www.tsxtrust.com/icreg and complete the registration form.

    For assistance, please contact TSX TRUST INVESTOR SERVICES.

    Mail: 301 - 100 Adelaide Street West Toronto, ON, M5H 4H1

    Tel: 1-800-387-0825 or 416-682-3860

    Email: shareholderinquiries@tmx.com

    1. After you vote online at https://www.meeting-vote.com using your 13-digit control number.

    2. Through TSX Trust's online portal, Investor Central. You may log in or enroll at services.tsxtrust.com/edelivery

  3. If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must als o vote in accordance with your ins tructions or, if no ins tructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the revers e. If you appoint s omeone els e to vote your s ecurities, they will also vote in accordance with your ins tructions or, if no instructions are given, as they in their discretion choos e.

  4. This proxy confers discretionary authority on the person named to vote in their 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 pers on 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 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 their 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 documentation evidencing the signatory's power to sign the proxy.

  9. Guidelines for proper execution of the proxy are available at https://www.stac.ca. Please refer to the Proxy Protocol.



FORM OF PROXY ("PROXY") Sernova Biotherapeutics Inc. (the "Corporation") Annual General Meeting April 8, 2026 at 1:00 p.m. (Eas tern Time) the law offices of McMillan LLP at Brookfield Place, 181 Bay St. Suite 4400, Toronto, ON M5J 2V8

SECURITY CLASS: Common Shares RECORD DATE: February 17, 2026 FILING DEADLINE FOR PROXY: April 6, 2026 at 1:00 p.m. (Eastern Time)

APPOINTEES

The undersigned hereby appoints Jonathan Rigby, Chief Executive Officer of the Corporation (the "Management Nominees"), or instead of any of them, the following Appointee

Pleas e print appointee name

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

- SEE VOTING GUIDELINES ON REVERSE -

HIGHLIGHTED

1. Election of Directors

FOR

a)

John L Brooks III

b)

Tanya Lewis

c)

Bernd Muehlenweg

d)

David Paterson

e)

Steven Sangha

f)

Jonathan Rigby

AGAINST

2. Appointment of Auditor

FOR

WITHHOLD

Appointment of Erns t & Young LLP, Chartered Profes s ional Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration.

3. Ordinary Resolution for Debt Settlement

FOR

AGAINST

To consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of units in capital of the Corporation in exchange for the settlement of $12,508,057 of debt.

4. Ordinary Resolution for Insiders Debt Settlement

FOR

AGAINST

To consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of units in capital of the Corporation in exchange for the settlement of $192,574 of debt held by insiders of the Corporation.

5. Ordinary Resolution for Capital Issuance to an Insider

FOR

AGAINST

To consider, and if appropriate, to approve an ordinary resolution of shareholders to approve the issuance of 26,666,667 units in capital of the Corporation to an insider of the Corporation.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

Date (MM/DD/YYYY)

Signature of regis tered owner(s)

PLEASE PRINT NAME

Interim Financial Statements - Mark this box if you would like to receive

Interim Financial Statements and Management's Discussion and Analysis

Annual Financial Statements - Mark this box if you would like to receive

Annual Financial Statements and Management's Discussion and Analysis.

You may also go to TSX Trust's website at services.tsxtrust.com/financialstatements and input code 4619.

Check this box if you wish to receive the selected financial statements

electronically or visit services.tsxtrust.com/edelivery to enroll. (optional on the Issuer providing via email)

By providing my email address, I hereby acknowledge and consent to all provisions outlined

in the following: https://www.tsxtrust.com/consent-to-electronic-delivery

EMAIL

mail