Knight Therapeutics : 2024 Annual Report Management Information Circular

Published: 2025-04-04 20:47:04 ET GUD.TO

KNIGHT THERAPEUTICS INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

April 4, 2025

TABLE OF CONTENTS

Glossary of Abbreviations .........................................................................................................................2

Notice of the Annual General Meeting of Shareholders ...........................................................................3

Section 1 - The Corporation ....................................................................................................................5

Section 2 - Management Information Circular .......................................................................................5

Section 3 - Proxy Solicitation and Voting ................................................................................................5

Voting of Proxies ...................................................................................................................................5

Non-Registered Shareholders ..............................................................................................................5

Voting in Person via Webcast ...............................................................................................................6

Section 4 - Common Shares and Principal Holders Thereof ...................................................................8

Section 5 - Matters to be Considered at the Meeting ............................................................................8

Section 6 - Director Nominees ................................................................................................................ 11

Section 7 - Compensation Structure ....................................................................................................... 19

Section 8 - Directors' Compensation Objectives ..................................................................................... 19

Section 9 - Compensation of Directors ................................................................................................... 19

Equity Compensation: DSUs ................................................................................................................. 20

Director Compensation Table ............................................................................................................... 20

Director Common Share Ownership Guidelines .................................................................................. 22

Section 10 - Compensation Discussion & Analysis for Named Executive Officers ................................. 23

Compensation Practices & Policies ...................................................................................................... 24

Competitive Benchmarking .................................................................................................................. 26

CEO Compensation ............................................................................................................................... 31

Executive Chairman Compensation ...................................................................................................... 32

NEOs Compensation (excluding CEO and Executive Chairman of the Board) ..................................... 33

Termination and Change of Control Benefits ....................................................................................... 34

Summary Compensation Table for Named Executive Officers ............................................................ 36

Incentive Plan Awards .......................................................................................................................... 38

Performance Graph ............................................................................................................................. 40

Section 11 - Securities Authorized for Issuance under Equity Compensation Plans .............................. 41

Section 12 - Corporate Governance ........................................................................................................ 51

Section 13 - Ceased Trade Orders, Bankruptcies, Penalties, and Sanctions ........................................... 59

Section 14 - Other Information ............................................................................................................... 60

French Version of Information Circular ..................................................................................................... 62

Schedule A - Mandate of the Board of Directors .................................................................................... 63

GLOSSARY OF ABBREVIATIONS

Abbreviation

Company

GBT

Knight Therapeutics Europe S.A.

Knight or the Company or the Corporation

Knight Therapeutics Inc.

Abbreviation

Financial

Annual Financial Statements

Audited annual consolidated financial statements

$ or CAD

Canadian Dollar

US$ or USD

U.S. Dollar

Abbreviation

Territory

CAN

Canada

LATAM

Latin America

U.S.

United States of America

Abbreviation

Other

CEO

Chief Executive Officer

CFO

Chief Financial Officer

CAGR

Compound annual growth rate

NEO

Named Executive Officer

Common Share

Common share of the Company

ESPP

Employee and director share purchase plan

RRSP

Registered Retirement Savings Plan

DSU

Deferred share unit

LTI

Long-term incentives (SO, RSU and PSU)

LTIP

Long-term incentive programs

PSU

Performance share unit

RSU

Restricted share unit

Stock options

CCGNC

Compensation, Corporate Governance and Nominating Committee

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the shareholders of Knight Therapeutics Inc. (the "Corporation" or the "Company" or "Knight") will be held:

Where:

Virtual-only meeting only via live online audio webcast athttps://meetnow.global/MVCNNJF

When:

Wednesday, May 7, 2025, at 9:00 a.m. (Eastern time)

The following items of business will be covered, as more fully described in the accompanying management information circular (the "Information Circular"):

1. Receive the audited consolidated financial statements of the Corporation for the financial year ended December 31, 2024, together with the auditors' report thereon;

2. Elect the directors of the Corporation for the ensuing year;

3. Re-appoint Ernst & Young LLP as auditors of the Corporation and authorize the Board of Directors of the Corporation to fix the auditors' remuneration;

4. Consider, and if deemed advisable, approve unallocated rights under the Corporation's employee and director share purchase plan (the "ESPP") for the ensuing three years; and

5. Transact such other business as may properly come before the Meeting or any adjournment thereof.

Virtual-only format

The Corporation has elected to hold the Meeting in a virtual-only format via live audio webcast. The Corporation believes this format encourages broader participation from shareholders, regardless of their geographic location, and provides all shareholders with an equal opportunity to engage in the Meeting. We remain committed to encourage promoting shareholder participation and facilitating the exercise by all shareholders of their rights to vote, attend and participate in the Meeting. We believe that the use of technology-enhanced shareholder communications makes the Meeting accessible and engaging for all involved. The platform selected allows all shareholders to attend the Meeting via a single sign-on process, follow deliberations in their preferred language, and ask questions. Shareholders may also submit questions in writing before the Meeting [email protected]. The Corporation will welcome other opportunities to engage with its shareholders throughout the year, as will be described in the Information Circular.

Registered shareholders and duly appointed proxyholders will be able to attend, submit questions and vote at the Meeting online athttps://meetnow.global/MVCNNJF. Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but guests will not be able to vote or submit questions at the Meeting.

Whether or not you are able to virtually attend the Meeting, shareholders are encouraged to vote as soon as possible electronically, by telephone, email or in writing, by following the instructions set out on the form of proxy or voting instruction form, as applicable, which accompanies this Notice of Meeting. Proxies must be received by the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), at 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Investor Services, Fax: 1-866-249-7775, not later than 9:00 a.m. (Eastern time) on May 5, 2025 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed). The deadline for the deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

A French version of the Information Circular is or will be made available under the Corporation's profile on SEDAR+ atwww.sedarplus.ca prior to the Meeting. Une version française de la circulaire d'information de la direction sera disponible sous le profil de la société sur SEDAR+ à l'adressewww.sedarplus.ca avant l'assemblée.

Since 2024, the Corporation is required to file an annual report under the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) outlining the steps we have taken to prevent and mitigate the risk of forced labour or child labour within our business and supply chains. The report for the fiscal year ended December 31, 2024 is available on the Company's website atwww.knighttx.com and under the Company's profile on SEDAR+ at

www.sedarplus.ca.

Montréal, Québec, April 4, 2025

By order of the Board of Directors,

(s) Samira Sakhia

(s) Jonathan Ross Goodman

Samira Sakhia, M.B.A

Jonathan Ross Goodman, B.A., LL.B., M.B.A.

President and Chief Executive Officer

Executive Chairman of the Board of Directors

THE CORPORATION

Knight Therapeutics Inc. ("Knight") is a pan-American (ex-US) specialty pharmaceutical company focused on acquiring, in licensing, out-licensing, marketing, and commercializing pharmaceuticals products in Canada, Latin America and select international markets. Knight's Latin American subsidiaries operate under United Medical, Biotoscana Farma and Laboratorio LKM. Knight is headquartered in Montréal, Québec, Canada and has over 700 employees.

The Corporation is governed by the Canada Business Corporations Act (the "CBCA"). The Corporation is a reporting issuer in each of the provinces and territories of Canada and its common shares (the "Common Shares") are traded on the Toronto Stock Exchange (the "TSX") under the symbol "GUD". The principal and head office of the Corporation is located at 3400 de Maisonneuve Blvd. W., Suite 1055, Montréal, Québec, H3Z 3B8.

MANAGEMENT INFORMATION CIRCULAR

This Management Information Circular (the "Information Circular") is furnished in connection with the solicitation of proxies by or on behalf of the management of Knight Therapeutics Inc. (the "Corporation" , the "Company" or "Knight") to be used at the Annual Meeting of Shareholders of the Corporation (the "Meeting") or any adjournment thereof to be held at the time and place for the purposes set forth in the foregoing notice of the said Meeting.

Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, email or oral communication by the directors, officers and employees of the Corporation and its subsidiaries, at no additional compensation. All costs associated with the solicitation of proxies by the Corporation will be borne by the Corporation. The persons named in the accompanying form of proxy are directors or officers of the Corporation.

However, each holder of Common Shares has the right to appoint a person (who need not be a shareholder of the Corporation) other than Jonathan Ross Goodman or Samira Sakhia to represent the shareholder at the Meeting in the manner and to the extent permitted pursuant to the terms of the enclosed form of proxy. Such right may be exercised by inserting the name of such person in the blank space provided in such form of proxy.

Pursuant to Section 148(4) of the CBCA, a shareholder who has given a proxy may revoke it by an instrument in writing executed by the shareholder or by his or her attorney authorized in writing and depositing it either (i) at the following address: 1501 McGill College Avenue, 27th Floor, Montréal, Québec H3A 3N9 to the attention of Knight Therapeutics Inc., care of Davies Ward Phillips & Vineberg LLP, no later than the last business day preceding the day of the Meeting, or any adjournment thereof, at which the proxy is to be used, or (ii) with the chairman of such Meeting on the day of the Meeting, or any adjournment thereof. A shareholder may also revoke a proxy by delivering another form of proxy duly signed and bearing a later date, by depositing it in the above manner or in any other manner permitted by law.

PROXY SOLICITATION AND VOTING

VOTING OF PROXIES

All properly executed forms of proxy, not previously revoked, will be voted at the Meeting in accordance with the instructions contained therein on any ballot that may be called for. Forms of proxy containing no instructions regarding the matters specified therein will be voted in favour of such matters. In the event, not presently anticipated, that any other matter is brought before the Meeting and is submitted to a vote, the form of proxy may be voted in accordance with the judgment of the persons named therein. The form of proxy also confers discretionary authority in respect of amendments to or variations in all matters that may properly come before the Meeting.

NON-REGISTERED SHAREHOLDERS

The names of the shareholders whose Common Shares are held in the name of a broker or another intermediary will not appear on the list of shareholders of the Corporation. If a shareholder is not a registered shareholder of the Corporation, in order to vote the shareholder must obtain the materials relating to the Meeting from his, her or its broker or other intermediary, complete the voting instructions form sent by the broker or other intermediary and follow the directions of the broker or other intermediary with respect to voting procedures.

In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer adopted by the Canadian Securities Administrators (the "CSA"), the Corporation is distributing copies of the materials related to the Meeting to clearing agencies and intermediaries for distribution to non-registered holders of Common Shares. Intermediaries must forward the materials related to the Meeting to non-registered holders and often use a service company (such as Broadridge Financial Solutions, Inc.) to permit a shareholder, if he, she or it is not a registered shareholder, to direct the voting of the Common Shares which such shareholder beneficially owns. If a shareholder is a non-registered shareholder of the Corporation, he, she or it may revoke voting instructions which have been given to an intermediary at any time by written notice to the intermediary. If a shareholder is a non-registered shareholder of the Corporation, such shareholder should submit voting instructions to his, her or its intermediary or broker in sufficient time to ensure that such shareholder's votes are received by the Corporation in the manner and to the extent permitted pursuant to the terms of the enclosed form of proxy.

VOTING IN PERSON VIA WEBCAST

Registered Shareholders

You are a registered shareholder if you have a share certificate or DRS Advice for Common Shares and they are registered in your name or if you hold Common Shares through direct registration.

Registered shareholders have the ability to participate, ask questions, and vote at the Meeting using the virtual meeting platform. Eligible registered shareholders may:

1. Log in athttps://meetnow.global/MVCNNJF;

2. Click on "I have a Control Number/ No. de contrôle";

3. Enter the 15-digit Control Number found on the proxy; and

4. Click on the "Login" button.

During the Meeting, you must ensure you are connected to the Internet at all times in order to vote when polling is commenced on the resolutions put before the Meeting. It is your responsibility to ensure Internet connectivity. Non-registered shareholders must follow the procedures outlined below to participate in the Meeting using the virtual meeting platform. Non-registered shareholders who fail to comply with the procedures outlined below may nonetheless view a live audio webcast of the Meeting by going to the same URL as above and clicking on "I am a guest/ Invité".

Appointing another person to attend the Meeting virtually and vote your Common Shares for you:

You may appoint a person other than the directors and officers designated by the Company on your proxy form to represent you and vote on your behalf at the Meeting. This person does not have to be a shareholder. To do so, strike out the names of our directors and officers that are printed on the proxy form and write the name of the person you are appointing in the space provided. Complete your voting instructions, sign, and date the proxy form, and return it to Computershare Investor Services Inc. ("Computershare"), the Corporation's registrar and transfer agent, as instructed. Please ensure that the person you appoint is aware that he or she has been appointed to attend the Meeting on your behalf.

Additionally, in order for your proxyholder to participate in the Meeting, you must complete the online form available athttp://www.computershare.com/KnightTherapeutics by 9:00 a.m. (Eastern time) on May 5, 2025 to allow your proxyholder to obtain a 4-character code for the Meeting. This code will allow your proxyholder to log in to the live webcast and vote at the Meeting using the virtual meeting platform. Without this code, your proxyholder will not be able to vote at the Meeting. Computershare will provide your duly appointed proxyholder with the 4-character code, the day prior to the Meeting, provided that your proxy has been received by Computershare prior to the voting deadline stated above. Please note that you cannot appoint anyone other than the directors and officers named on your proxy form as your proxyholder if you vote by telephone.

Non-Registered Shareholders

You are a non-registered shareholder if your Common Shares are held in the name of an intermediary (such as a bank, trust company or securities broker) or in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.).

We do not have access to the names or holdings of our non-registered shareholders. That means you can only vote your Common Shares virtually at the Meeting if you have (a) previously appointed yourself as the proxyholder for your Common Shares, by printing your name in the space provided on your voting instruction form and submitting it as directed on the form, and (b) by no later than 9:00 a.m. (Eastern time) on May 5, 2025, completed the online form available athttp://www.computershare.com/KnightTherapeutics to obtain a 4-character code for the Meeting. This code will allow you to log in to the live webcast and vote at the Meeting. Without this code, you will not be able to ask questions or vote at the Meeting. Computershare will provide the 4-character code, the day prior to the Meeting.

You may also appoint someone else as the proxyholder for your Common Shares by printing his or her name in the space provided on your voting instruction form and submitting it as directed on the form. If your proxyholder intends to participate in the Meeting, you must complete the online form available athttp://www.computershare.com/KnightTherapeutics no later than 9:00 a.m. (Eastern time) on May 5, 2025 to allow your proxyholder to obtain a 4-character code for the Meeting. Your voting instructions must be received in sufficient time to allow your voting instruction form to be forwarded by your intermediary to Computershare before 9:00 a.m. (Eastern time). Computershare will provide the 4-character code, the day prior to the Meeting.

COMMON SHARES AND PRINCIPAL HOLDERS THEREOF

SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING

Shareholder proposals intended to be presented at the Corporation's 2026 annual meeting of shareholders must be submitted for inclusion in the Corporation's proxy materials during the sixty-day period beginning on December 8, 2025 and ending on February 6, 2026.

COMMON SHARES AND PRINCIPAL SHAREHOLDERS

Holders of Common Shares who are included in the list of shareholders registered at the close of business on March 19, 2025 (the "Record Date") shall have the right to vote at the Meeting or at any adjournment thereof. Each Common Share is entitled to one vote with respect to the matters pertaining to the Meeting.

The Corporation is authorized to issue an unlimited number of Common Shares. As at the Record Date, 99,540,084 Common Shares were issued and outstanding. If two or more persons holding Common Shares jointly are present, in person or by proxy, at the Meeting, they shall vote as one on the Common Shares jointly held by them.

As at the Record Date, to the knowledge of the Corporation's management, the individuals or entities who owned, or who exercised control or direction over, directly or indirectly, 10% or more of the Common Shares were:

Name

Ownership or Control or Direction

Jonathan Ross Goodman

21.9%(1)

Medici Strategic Portfolio Management Inc.

15.0%

G2S2 Capital Inc.

10.2%(2)

(1) Mr. Goodman directly owns 962,995 Common Shares and indirectly owns 20,760,733 Common Shares through Long Zone Holdings Inc., a company controlled by Mr. Goodman, and 43,300 Common Shares owned by his spouse and children.

(2) The shares are held by Armco Alberta Inc. a wholly-owned subsidiary of G2S2, a company controlled by George & Simé Armoyan. On March 21, 2025, G2S2 Capital Inc. fell below the 10% threshold when its wholly-owned subsidiary, Armco Alberta Inc., disposed of 2,500,000 Common Shares via the facilities of the TSX.

Information as to ownership of the Common Shares has been taken from the list of registered shareholders maintained by Computershare, from a review of publicly filed documents or has been provided by or on behalf of the persons or companies.

MATTERS TO BE CONSIDERED AT THE MEETING

1. FINANCIAL STATEMENTS

The Annual Financial Statements accompanying this Circular will be placed before the shareholders at the Meeting. No formal action will be taken at the Meeting to approve the Annual Financial Statements. If any shareholder has questions regarding the Annual Financial Statements, such questions may be brought forward at the Meeting.

2. ELECTION OF DIRECTORS

The following are the nominees proposed by management of the Corporation for election as directors (the "Directors") of the Corporation. Directors hold office until the next annual meeting of shareholders of the Corporation or until their successors are elected or appointed.

The persons named as proxies in the enclosed form of proxy intend to vote the Common Shares represented by such proxy in favour of the election to the Board of Directors (the "Board") of the following nominees, unless the shareholder granting such proxy has indicated that his, her or its shares are to be voted against the election of the Directors:

ü Jonathan Ross Goodman

ü James C. Gale

ü Samira Sakhia

ü Robert N. Lande

ü Michael J. Tremblay

ü Nicolás Sujoy

ü Janice Murray

Majority Voting Policy

Effective August 31, 2022, the CBCA was amended to require majority voting for uncontested director elections. This amendment to the CBCA requires that any nominee for election as director who receives a greater number of votes "against" than votes "for" with respect to his or her election will not be elected as a director. However, if an incumbent director (such as all of the Director nominees) is not elected by a majority of votes "for" at the Meeting, he or she will still be permitted to remain as a director until the earlier of: (a) the 90th day after the day of the election; or (b) the day on which his or her successor is appointed or elected. This amendment applies only to uncontested elections, which are elections in which the number of nominees for director is equal to the number of positions available on the Board. As a result of the new amendments to the CBCA implementing majority voting for uncontested meetings, the Corporation has elected to amend its majority voting policy which was initially implemented in 2015 (the "Majority Voting Policy") to reflect such amendments, including to remove the possibility for shareholders to withhold from voting on the election of each director on an individual basis. Pursuant to the Majority Voting Policy, an incumbent director who has not received a majority of votes "for" at a meeting and who is permitted to remain as a director of the Corporation in accordance with the CBCA will remain as a director until such time as the Board will determine, upon the recommendation of an advisory committee established for such purpose.

Management does not anticipate that any of the proposed nominees will be unable to serve as a Director. If such becomes the case for any reason whatsoever prior to the Meeting, the persons named as proxies in the enclosed form of proxy reserve the right to vote in favour of any other nominee that management may recommend.

Pursuant to the advance notice by-law of the Corporation adopted by the Board on December 5, 2018 and ratified by the shareholders of the Corporation on May 7, 2019 (the "Advance Notice By-Law"), any additional director nominations for the Meeting must have been received by the Corporation in compliance with the Advance Notice By-Law no later than the close of business on April 7, 2025. As of the date of this Information Circular, the Corporation has not received notice of any director nominations in connection with the Meeting.

At the annual meeting of the Corporation's shareholders held on May 8, 2024 (the "2024 Annual Meeting"), the individuals set out below, all of whom plan to stand for re-election as Directors, received the following votes:

Director Election Results: 2024 Annual Meeting

Director

Jonathan Ross

Goodman

James C. Gale

Samira Sakhia

Robert N.

Lande

Michael J. Tremblay

Nicolás Sujoy

Janice Murray

For:

70,117,624

71,705,717

72,036,607

71,861,489

71,037,851

71,977,433

71,977,013

Against:

2,080,311

492,219

161,329

336,446

1,160,084

220,502

220,922

Total:

72,197,935

72,197,936

72,197,935

% For:

97.12%

99.32%

99.78%

99.53%

98.39%

99.69%

Disclaimer

Knight Therapeutics Inc. published this content on April 05, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 05, 2025 at 00:46 UTC.