Annual General and Special Meeting Tuesday February 28,2023
This information circular (the “Information Circular”) accompanies the notice of annual general and
special meeting of shareholders (the “Notice”) of RepliCel Life Sciences Inc. (the “Company”) and is
furnished to shareholders (each, a “Shareholder”) holding common shares (each, a “Share”) in the
capital of the Company in connection with the solicitation by the management of the Company of proxies
to be voted at theannual general and special meeting (the “Meeting”) of the Shareholders to be held at
2:00 p.m.(5:00 p.m est) on Tuesday, February 28, 2023 at the offices of Clark Wilson LLP, Suite 900, 885 West Georgia
Street, Vancouver, BC V6C 3H1 and via ZOOM at https://us02web.zoom.us/j/81899092491 Meeting ID:
818 9909 2491, or at any adjournment or postponement thereof. All references to Shareholders in this
Information Circular are to registered Shareholders unless specifically stated otherwise