ProMIS Neurosciences (PMN) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 23, 2024, to be held virtually for shareholder convenience and increased participation.

• Shareholders will vote on the approval of potential issuance of common shares underlying Tranche A and Tranche B warrants from a recent private placement, and on the possible adjournment of the meeting if needed.

• The private placement closed on July 31, 2024, raising approximately $30.3 million in gross proceeds.

• Board recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1 seeks approval for the issuance of common shares underlying Tranche A and Tranche B warrants, as required by Nasdaq Listing Rule 5635(d).

• Proposal 2 allows adjournment of the meeting to solicit additional proxies if Proposal 1 does not pass.

• Only shareholders of record as of August 26, 2024, excluding certain shares issued in the private placement, are eligible to vote.

• Both proposals require a majority of votes cast for approval; broker non-votes and abstentions have no effect.

Board of directors and corporate governance

• Board unanimously recommends voting for both proposals.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• Shareholders may appoint any person as proxyholder to vote on their behalf.