Theratechnologies (TH) EGM 2025 summary

Opening remarks and agenda

• Meeting convened to consider a single agenda item: approval of a statutory plan of arrangement involving CB Biotechnology, an affiliate of Future Pak.

• Meeting held both in person and virtually, with key executives present and procedures for orderly conduct outlined.

• Notice and proxy materials were mailed to shareholders, and proof of service was annexed to the minutes.

• Quorum confirmed with over 10% of voting shares represented.

Specific resolutions to be voted on

• Special resolution to approve the arrangement, granting $3.01 per share in cash plus one Contingent Value Right (CVR) per share, less withholdings.

• Each CVR entitles holders to up to $1.19 in additional cash if milestones are met within 36 months post-closing.

Corporate governance

• Board unanimously determined the arrangement is in the best interest of shareholders and recommended voting in favor.

• Fairness opinions provided by Barclays and Raymond James concluded the consideration is fair from a financial perspective.