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 ")
The Corporation is providing you the enclosed proxy-related materials for their securityholder meeting. Your name, address and information about your security holdings have been obtained in accordance with applicable securities regulations from the intermediary holding them on your behalf (which is identified by name, code or identifier in the information on the top right corner on the reverse). The Voting Instruction Form ('VIF') is to enable your vote to be submitted on the stated matters. Please complete, sign, date and return the VIF. Unless you appoint yourself or a delegate to attend the meeting and vote, your securities can be voted only by Management Nominees in accordance with your instructions
We are prohibited from voting these s ecurities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this form to provide your voting instructions to us promptly.By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.
THIS VOTING INSTRUCTION FORM MUST BE READ IN CONJUNCTION WITH THE MEETING MATERIAL. YOUR VOTING INSTRUCTIONS MUST BE RECEIVED NO LATER THAN THE FILING DEADLINE NOTED ON THE REVERSE OF THE VIF OR THE EQUIVALENT TIME BEFORE THE TIME AND DATE OF ANY ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Voting Instructions and Authority - NotesTHIS VOTING INSTRUCTION FORM IS SOLICITED BY THE CORPORATION.
If you appoint the Management Nominees indicated on the reverse to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendation 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.
The appointment of the Management Nominees or another Appointee gives them discretion to vote on any other matters that may properly come before the meeting.
If internet voting is available, you can provide your voting instructions on the website (see "Internet" section under "Voting Method").
To be valid, this VIF must be signed. Please date the VIF. If the VIF is not dated, it is deemed to bear the date of mailing to the securityholders of the Corporation.
- This form does not convey any right to vote in person at the meeting. We urge you to read the above instructions , and the Information Circular prior to completing, s igning and returning the VIF so that your securities can be voted. If you want to attend the meeting and vote in person, write your name in the place provided for that purpose on the reverse of this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, contact your
advisor.
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 wish to receive a paper copy of the meeting materials or have ques tions about notice-and-access, 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 should 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
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
Guidelines for proper execution of the VIF are available at https://www.stac.ca. Please refer to the Proxy Protocol.
VOTING INSTRUCTION FORM ("VIF") 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. (Eas tern 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.
- 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
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.
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.
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.
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.
WITHHOLD
FOR
2. Appointment of Auditor
3. Ordinary Resolution for Debt Settlement | FOR |
AGAINST
4. Ordinary Resolution for Insiders Debt Settlement | FOR |
AGAINST
5. Ordinary Resolution for Capital Issuance to an Insider | FOR |
AGAINST
This VIF revokes and supersedes all earlier dated proxies and MUST BE SIGNED
Interim Financial Statements - Mark this box if you would like to receiveInterim Financial Statements and Management's Discussion and Analysis
Annual Financial Statements - Mark this box if you would like to receiveAnnual 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.
electronically or visit services.tsxtrust.com/edelivery to enroll. (optional on the Issuer providing via email)
Check this box if you wish to receive the selected financial statements
By providing my email address, I hereby acknowledge and consent to all provisions outlined
in the following: www.tsxtrust.com/consent-to-electronic-delivery
Date (MM/DD/YYYY)
Signature of beneficial owner(s )
PLEASE PRINT NAME
.com