annual meeting Kalytera Therapeutics, Inc.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual and special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares of Kalytera Therapeutics, Inc. (the “Company”) will be held at the offices of Torys LLP, 79 Wellington St. W., 33rd Floor, Toronto, Ontario on July 29, 2019, at 10:00 a.m. (Toronto time) for the following matters:
1. to receive the financial statements of the Company, together with the report of the auditors thereon for the year ended December 31, 2018;
2. to elect the directors of the Company to hold office until the next annual meeting of the Company or until their respective successors are duly elected or appointed;
3. to appoint auditors of the Company for the ensuing fiscal year;
4. to consider and, if thought appropriate, approve an ordinary resolution, substantially in the form set out in Schedule “A” of the accompanying information circular (the “Information Circular”), renewing the stock option plan of the Company (the “Option Plan”) as required under the policies of the TSX Venture Exchange (“TSXV”);
5. to consider and, if thought appropriate, approve a special resolution, substantially in the form set out in Schedule “B” of this Information Circular, authorizing the board of directors of the Company (the “Board”) to amend the articles of the Company to effect a consolidation of all the issued and outstanding Common Shares on the basis of one post consolidation Common Share to up to 12 pre-consolidation Common Shares, or such lesser number of pre-Consolidation Common Shares as may be accepted by the TSXV and approved by the Board, in its sole discretion, should the board of directors of the Company determine such consolidation to be in the best interests of the Company; and
6. to transact such other business as may be properly brought before the Meeting or any adjournment or postponement thereof.
Shareholders should refer to the Information Circular for more information with respect to the matters to be considered at the Meeting.
Only Shareholders at the close of business on June 19, 2019 (the “Record Date”) are entitled to notice of and to vote at the Meeting or any adjournments or postponements thereof.
Shareholders may vote in person at the Meeting or any adjournments or postponements thereof, or they may appoint another person (who needs not be a Shareholder) as their proxy to attend and vote in their place.
Shareholders unable to attend the Meeting in person are requested to date and sign the enclosed form of proxy and forward it to TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 no later than 10:00 a.m. (Toronto time) on July 25, 2019, or if the Meeting is adjourned or postponed, by 10:00 a.m. (Toronto time) on the second business day prior to the date on which the Meeting is reconvened.
BY ORDER OF THE BOARD OF DIRECTORS
(signed) “Robert Farrell”
Name: Robert Farrell
Title: Chief Executive Officer
June 21, 2019