Exhibit 4.4


 


 


Notice
and Management Information Circular


 


For
the


Annual
Meeting of Shareholders


to
be held on September 24, 2019


 


August 19,
2019


 






    


     


    

 


Medicenna Therapeutics Corp.


Notice of Annual Meeting of Shareholders


 


NOTICE
IS HEREBY GIVEN that the annual meeting (the “Meeting”) of shareholders of Medicenna Therapeutics Corp.
(the “Corporation”) will be held at the offices of McCarthy Tétrault LLP, Toronto Dominion Bank Tower,
66 Wellington Street West, Suite 5300, Toronto, Ontario on September 24, 2019 at 10:00 a.m. (Toronto time).


 


What the Meeting is About


 


The following items of business will be
covered at the Meeting:


 


		1.	to receive the financial statements of the Corporation for the fiscal year ended March 31,
2019, including the auditor’s report thereon;



 


		2.	to elect directors of the Corporation for the ensuing year;



 


		3.	to appoint Davidson & Company LLP as auditors of the Corporation for the ensuing year
and to authorize the directors to fix their remuneration; and



 


		4.	to transact such other business as may be properly brought before the Meeting.



 


The Meeting may also consider other business
that properly comes before the Meeting or any adjournment of the Meeting. The Circular provides additional information relating
to the matters to be dealt with at the Meeting and forms part of this notice.


 


You have the right to vote


 


You
are entitled to receive notice of and vote at the Meeting, or any adjournment, if you are a registered holder of common shares
of the Corporation at the close of business on August 9, 2019.


 


Your vote is important


 


If
you are a registered shareholder and are not able to be present at the Meeting, please exercise your right to vote by signing
and returning the enclosed form of proxy to TSX Trust Company, 301-100
Adelaide Street West, Toronto ON M5H 4H1, so as to arrive not later than 10:00
a.m. on September 20, 2019 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays)
before any adjournment of the Meeting.


 


If you are a beneficial or non-registered
shareholder and receive these materials through your broker or another intermediary, please complete and return the materials
in accordance with the instructions provided by your broker or intermediary.


 


BY ORDER OF THE BOARD OF DIRECTORS


 


Fahar Merchant, Ph.D.


Chairman, President and Chief Executive Officer


August 19, 2019


 






    


     


    

 


MANAGEMENT INFORMATION CIRCULAR


 


August 19,
2019


 


PROXY
INFORMATION


 


Solicitation of Proxies


 


The
information contained in this management information circular (the “Circular”) is furnished in connection with
the solicitation of proxies to be used at the annual meeting (the “Meeting”) of holders (the “Shareholders”)
of common shares (the “Shares”) of Medicenna Therapeutics Corp. (the “Corporation”, “Medicenna”,
 “we” or “our”) to be held on September 24,
2019 at 10:00 a.m. (Toronto time) at the offices of McCarthy
Tétrault LLP, Toronto Dominion Bank Tower, 66 Wellington Street West, Suite 5300, Toronto, Ontario and at all adjournments
thereof, for the purposes set forth in the accompanying notice of meeting (the “Notice of Meeting”). It is
expected that the solicitation will be made primarily by mail but proxies may also be solicited personally by directors, officers,
employees or agents of the Corporation. The solicitation of proxies by this Circular is being made by or on behalf of the management
of the Corporation. The total cost of the solicitation will be borne by Medicenna. None of the directors of the Corporation have
informed management in writing that he or she intends to oppose any action intended to be taken by management at the Meeting.


 


The
information contained in this Circular is given as at August 19,
2019 except where otherwise noted. All references to “dollar”
or the use of the symbol “$” are to Canadian dollars.


 


CAUTION
REGARDING FORWARD-LOOKING STATEMENTS


 


This Circular contains forward-looking
statements within the meaning of securities laws. Such statements include, but are not limited to the Corporation’s plans,
objectives, expectations and intentions and other statements including words such as “anticipate”, “contemplate”,
 “continue”, “believe”, “plan”, “estimate”, “expect”, “intend”,
 “will”, “should”, “may”, and other similar expressions.


 


Such statements reflect our current
views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates
and assumptions that, while considered reasonable by us are inherently subject to significant business, economic, competitive,
political and social uncertainties and contingencies. Many factors could cause our actual results, performance or achievements
to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking
statement. See our annual information form dated June 24, 2019 for the year ended March 31, 2019 for additional information.
A copy of this document can be found on SEDAR at www.sedar.com, however we will promptly provide a copy of this document to any
securityholder of the Corporation free of charge upon request.


 


ABOUT
VOTING YOUR SHARES


 


Appointment of Proxies


 


This is the easiest way to vote. Voting
by proxy means that you are giving the person or people named on your proxy form (the “proxyholder”) the authority
to vote your Shares for you at the Meeting or any adjournment. A proxy form is included with this Circular.


 






     


    	 	2	 



    

 


The persons named on the proxy form
will vote your Shares for you, unless you appoint someone else to be your proxyholder. You have the right to appoint a person to
represent you at the Meeting other than the persons named on the proxy form. If you appoint someone else, he or she must be present
at the Meeting to vote your Shares. If you want to appoint someone else, you can insert that person’s name in the blank space
provided in the form of proxy. That other person does not need to be a Shareholder of the Corporation.


 


If
you are voting your Shares by proxy, our transfer agent, TSX Trust Company, must receive your completed proxy form by 10:00
a.m. (Toronto time) on September 20, 2019 or,
if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment of the Meeting.


 


The proxy must be signed by the registered
Shareholder or the Shareholder’s attorney duly authorized in writing or, if the Shareholder is a corporation, by an officer
or attorney thereof duly authorized. Persons signing as executors, administrators, trustees or in any other representative capacity
should so indicate and give their full title as such.


 


Registered Shareholders


 


You are a registered Shareholder if your
name appears on your Share certificate. Your proxy form tells you whether you are a registered Shareholder.


 


Non-Registered (or Beneficial) Shareholders


 


You are a non-registered (or beneficial)
Shareholder if your bank, trust company, securities broker or other financial institution holds your Shares for you (your nominee).
For most of you, your voting instruction form or proxy tells you whether you are a non-registered (or beneficial) Shareholder.


 


In accordance with Canadian securities
law, we have distributed copies of the Notice of Meeting, this Circular and the form of proxy (collectively, the “meeting
materials”) to CDS Clearing and Depository Services Inc. and intermediaries (such as securities brokers or financial institutions)
for onward distribution to those non-registered or beneficial Shareholders to whom we have not sent the meeting materials directly.
We previously mailed to those who requested them, the audited financial statements of the Corporation for the year ended March 31,
2019 and the auditor’s report thereon as well as management’s discussion and analysis.


 


The intermediaries are required to forward
meeting materials to non-registered or beneficial Shareholders unless a non-registered or beneficial Shareholder has waived the
right to receive them. Very often, intermediaries will use a service company such as Broadridge Investor Communication Solutions
to forward the meeting materials to non-registered or beneficial Shareholders.


 


Non-registered or beneficial Shareholders
who have not waived the right to receive meeting materials will receive either a voting instruction form or, less frequently, a
form of proxy. The purpose of these forms is to permit non-registered or beneficial Shareholders to direct the voting of the Shares
they beneficially own. Non-registered or beneficial Shareholders should follow the procedures set out below, depending on what
type of form they receive.


 


		A.	Voting Instruction Form. In most cases, a non-registered Shareholder will receive, as part of the
meeting materials, a voting instruction form. If the non-registered Shareholder does not wish to attend and vote at the Meeting
in person (or have another person attend and vote on the non-registered Shareholder’s behalf), the voting instruction form
must be completed, signed and returned in accordance with the directions on the form. If a non-registered Shareholder wishes to
attend and vote at the Meeting in person (or have another person attend and vote on the non-registered Shareholder’s behalf),
the non-registered Shareholder must complete, sign and return the voting instruction form in accordance with the directions provided
and a form of proxy giving the right to attend and vote will be forwarded to the non-registered Shareholder.



 






     


    	 	3	 



    

 


or


 


		B.	Form of Proxy. Less
frequently, a non-registered Shareholder will receive, as part of the meeting materials, a form of proxy that has already been
signed by the intermediary (typically by a facsimile or stamped signature), which is restricted as to the number of Shares beneficially
owned by the non-registered Shareholder but which is otherwise uncompleted. If the non-registered Shareholder does not wish to
attend and vote at the Meeting in person (or have another person attend and vote on the non-registered Shareholder’s behalf),
the non-registered Shareholder must complete the form of proxy and deposit it with TSX Trust Company, 301-100
Adelaide Street West, Toronto ON M5H 4H1 as described above. If a non-registered Shareholder wishes to attend and vote
at the Meeting in person (or have another person attend and vote on the non-registered Shareholder’s behalf), the non-registered
Shareholder must strike out the names of the persons named in the proxy and insert the non-registered Shareholder’s (or such
other person’s) name in the blank space provided.



 


Non-registered Shareholders should
follow the instructions on the forms they receive and contact their intermediaries promptly if they need assistance.


 


Meeting Materials


 


The meeting materials are being sent to
both registered and non-registered owners of Shares. The Corporation is sending this Circular and other meeting materials indirectly
to non-objecting beneficial owners under National Instrument 54-101 – Communication with Beneficial Owners of Securities
of a Reporting Issuer (“NI 54-101”). The Corporation intends to pay for intermediaries to forward to objecting
beneficial owners under NI 54-101 this Circular and other meeting materials.


 


Changing Your Vote


 


A
proxy given by a Shareholder for use at the Meeting may be revoked at any time prior to its use. In addition to revocation
in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke that proxy by:


 


		(a)	completing and signing a proxy bearing a later date and depositing it with TSX Trust Company as
described above;



 


		(b)	depositing an instrument in writing executed by the Shareholder or by the Shareholder’s attorney
authorized in writing:



 


		(i)	at our registered office
at any time before 10:00 a.m. on September 19,
2018, or on the last business day before any adjournment of the Meeting at which the proxy is to be used, or



 


		(ii)	with the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting
or any adjournment of the Meeting; or



 


		(c)	in any other manner permitted by law.



 






     


    	 	4	 



    

 


A non-registered or beneficial Shareholder
may revoke a voting instruction form or a waiver of the right to receive meeting materials and to vote given to an intermediary
or to the Corporation, as the case may be, at any time by written notice to the intermediary or the Corporation, except that neither
an intermediary nor the Corporation is required to act on a revocation of a voting instruction form or of a waiver of the right
to receive materials and to vote that is not received by such intermediary or the Corporation, at least seven (7) days prior
to the Meeting.


 


VOTING
OF PROXIES


 


You can choose to vote “For”,
 “Against” or “Withhold”, depending on the item listed on the proxy form. The Shares represented by the
proxy form will be voted for, voted against or withheld from voting in accordance with the instructions of the Shareholder on any
ballot that may be called for and, if the Shareholder specifies a choice with respect to any matter to be acted upon, the Shares
will be voted accordingly.


 


If you return your proxy form and do
not tell us how you want to vote your Shares, your Shares will be voted by the management representatives named in the proxy form
as follows:


 


		·	FOR the election of each of the directors nominated for election as listed in this Circular;



 


		·	FOR the appointment of Davidson & Company LLP, Chartered Professional Accountants (“Davidson”)
as auditor of the Corporation and the authorization of the directors to fix the auditor’s remuneration;



 


The enclosed form of proxy confers discretionary
authority upon the management representatives designated in the form of proxy with respect to amendments to or variations of matters
identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting. At the date of
this Circular, management of the Corporation knows of no such amendments, variations or other matters. However, if any other
matters should properly come before the Meeting, the proxy will be voted on such matters in accordance with the best judgment of
the proxy nominee.


 


VOTING
SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES


 


As
of the date hereof, 28,802,792 Shares are issued and outstanding. Each holder of Shares of record at the close of business on August 9,
2019 (the “Record Date”), the record date established for notice of the Meeting, will be entitled to one
vote for each Share held on all matters proposed to come before the Meeting, except to the extent that the Shareholder has transferred
any Shares after the record date and the transferee of such Shares establishes ownership of them and makes a written demand, not
later than 10 days prior to the Meeting, to be included in the list of Shareholders entitled to vote at the Meeting, in which
case the transferee will be entitled to vote such Shares.


 


To the knowledge of Medicenna’s directors
and executive officers, outside of those persons disclosed below, no single person or entity beneficially owns, or exercises control
or direction over, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all the outstanding Shares.


 






     


    	 	5	 



    

 


	Name	No. of Shares Beneficially

 Owned, Controlled 

or Directed	Percentage of 

Outstanding Shares
	Dr. Fahar Merchant	5,250,000 Shares	18.23%
	Ms. Rosemina Merchant	5,250,000 Shares	18.23%
	Aries Biologics Inc.*	5,500,000 Shares	19.09%


 


* Fahar Merchant and Rosemina
Merchant each owns 50% of the voting shares, and is a director and officer, of Aries Biologics Inc.


 


PARTICULARS
OF MATTERS TO BE ACTED UPON


 


1.            Financial
Statements


 


At the Meeting, Shareholders will receive
and consider the financial statements of the Corporation for the fiscal year ended March 31, 2019 and the auditor’s
report thereon, but no vote by the Shareholders with respect thereto is required or proposed to be taken.


 


2.            Election
of Directors


 


The Corporation has nominated six persons
(the “Nominees”) for election as directors of the Corporation at the Meeting. At the Meeting, Shareholders will
be asked to elect these Nominees as directors of the Corporation. Unless they resign, all directors elected at the Meeting will
hold office until our next annual meeting of Shareholders or until their successors are elected or appointed.


 


The TSX requires listed companies to adopt
a majority voting policy with respect to uncontested elections of directors unless it is otherwise exempt. A majority voting policy
generally provides that a director who has received a majority of withhold votes must tender his or her resignation immediately
after the meeting, to be effective upon acceptance of the board of directors of the Corporation (the “Board”).
Listed companies that are “majority controlled” are exempt from this policy. The Corporation is majority controlled
since Dr. Merchant and Ms. Merchant own, directly or indirectly, or exercise direction or control over, approximately
56% of the issued and outstanding Shares. The Corporation is relying on this majority controlled exemption and has not adopted
a majority voting policy.


 


The following table sets out for all Nominees,
the name and place of residence, all major positions and offices with the Corporation now held by them, the period during which
they have served as directors of the Corporation, their present principal occupation and principal occupation for the preceding
five years, and the number of Shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control
or direction as at the date hereof.


 


Unless you have specified in the enclosed
form of proxy that the votes attaching to the Shares represented by the proxy are to be withheld with respect to the election of
each of the Nominees, on any ballot that may be called for in the election of directors, the management representatives designated
in the enclosed form of proxy intend to vote the Shares in respect of which they are appointed proxy FOR the election as directors
of each of the Nominees whose names are set forth below.


 






     


    	 	6	 



    

 


	Name of Director, 

Province/State and Country

 of Residence	Director Since	Principal Occupation 

or Employment During Past 5 Years	Shares

 Beneficially

 Owned,

 Controlled

 or Directed
	
        Dr. Fahar Merchant

        Ontario, Canada
	October 2011(5)	President and Chief Executive Officer of Medicenna (2011 to present)	5,250,000(6)

(18.23%)
	Mr. Albert Beraldo(1)

  Ontario, Canada	November 2016(5)	
        President of Idoman
        Ltd. (2008 to present)

         

        President and
        Chief Executive Officer of Alveda Pharmaceuticals Inc. (2006- 2015)

         
	25,000

(0.09%)
	
        Ms. Rosemina Merchant

        Ontario, Canada
	April 2016(5)	Chief Development Officer of Medicenna (2011 to present)	5,250,000(6)

(18.23%)
	Dr. Chandrakant Panchal(1)(2)(3)(4)

Quebec, Canada	November 2016(5)	
        Chairman, CEO and CSO of Axcelon Biopolymers
        Corp. (2001 to present)

         
	
        1,500

        (<0.01%)

         

	
        Mr. Andrew Strong(2)(3)

        Texas, United States
	November 2016(5)	
        Partner, Pillsbury Winthorp Shaw Pittman
        LLP (March 2015 to present)

         

        President and CEO of Kalon Biotherapeutics
        LLC (June 2011 to March 2015)

         
	Nil
	
        Ms. Karen Dawes

        Florida,
        United States
	N/A	President, Knowledgeable Decisions, LLC (2003 to present)	Nil


 


 


		(1)	Member of the Audit Committee.






		(2)	Member of the Compensation Committee.






		(3)	Member of the Corporate
Governance and Nominating Committee.






		(4)	Lead Director of the Corporation.






		(5)	Represents the date the individual was first appointed as director of Medicenna Therapeutics Inc
(“MTI”). Each such director was appointed as director of the Corporation effective March 1, 2017 in connection
with the completion of the qualifying transaction of the Corporation (the “Transaction”). For further details regarding
the Transaction, please refer to the filing statement of the Corporation dated February 28, 2017, a copy of which is available
under the Corporation’s profile on SEDAR at www.sedar.com.






		(6)	In addition, an aggregate of 5,500,000 Shares (representing 19.09% of the outstanding Shares) are
held by Aries Biologics Inc. Fahar Merchant and Rosemina Merchant each owns 50% of the voting shares, and is a director and officer,
of Aries Biologics Inc.



 


The information as to principal occupation,
business or employment and Shares beneficially owned or controlled is not within the knowledge of management of the Corporation
and has been furnished by the respective Nominees.


 






     


    	 	7	 



    

 


Fahar
Merchant – Chairman, President and CEO – Dr. Merchant is a biotech veteran with more than 25-years’
experience, a serial entrepreneur and co-founder of Medicenna. Previously he was President and CEO of Protox Therapeutics Inc.
(TSX Venture Exchange (“TSXV”) and TSX; now Sophiris, Nasdaq) where he established a late clinical stage urology company.
At Protox Therapeutics Inc. he raised over $70 million through multiple PIPEs, including a $35 million investment by Warburg Pincus.
In 1992, he co-founded IntelliGene Expressions, Inc., a biologics CDMO, and built it to one of the fastest growing companies
in Canada. In 2000, by strategic in-licensing, he co-founded Avicenna Medica, Inc., a clinical stage oncology company that
was sold a year later to KS Biomedix (LSE) for $90 million. Fahar was CTO and Director of KS Biomedix until its acquisition by
Xenova (Nasdaq and LSE; now Celtic Pharma). Fahar has closed several transactions valued at over $300 million. He has a PhD in
Biochemical Engineering from Western University.


 


Albert
Beraldo – Director – Mr. Beraldo, CPA, CA, has over 30 years’ experience in varying roles within
the pharmaceutical/biotechnology industry. Mr. Beraldo has been the President of Idoman Limited since July 2008, a company
dedicated to improving the lives of women through the manufacture and distribution of innovative, minimally invasive medical solutions. Mr. Beraldo
was the founder and President and Chief Executive Officer of Alveda Pharmaceuticals Inc., a leading supplier of pharmaceuticals
to the Canadian health care market, from 2006 until November 2015. Alveda was acquired by Teligent, Inc. (formerly IGI
Laboratories, Inc., Nasdaq), a New Jersey-based specialty generic pharmaceutical company. Mr. Beraldo formerly served
as President and CEO of Bioniche Pharma Group Limited until 2006. Mr. Beraldo sits on the board of Pure Global Cannabis Inc.
(TSXV) and has served as an Independent Director of Helix Biopharma Corp. (January 2016 to July 2017) and was an Independent
Director of Telesta Therapeutics Inc. (July 2011 to February 2014). Mr. Beraldo worked in public accounting with
Ernst and Whinney until he joined Vetrepharm Canada Inc. as Financial Controller in 1983. Mr. Beraldo obtained a Bachelor
of Commerce degree from the University of Windsor and a Chartered Accountant designation from the Canadian Institute of Chartered
Accountants.


 


Karen
A. Dawes – Director Nominee – With 20+ years of commercial and executive management Ms Dawes has been
a key player in the successful development, launch and marketing of products in the Cardiovascular, CNS, Oncology, Metabolic, Infectious
Disease and Women’s and Men’s Health areas, including five blockbuster therapeutics. Karen’s industry experience
began with 10 years of commercial and executive management at Pfizer, where she gained increasing responsibility in product management,
development, and strategy leading to her position as Vice-President, Marketing, Pratt Division. Karen then moved to biotech pioneer
Genetics Institute (GI), where, as Chief Commercial Officer, she built the company’s initial commercial operations including
strategic and operational marketing, sales, medical affairs, public relations, and market research. When GI was acquired by Wyeth, Karen
was appointed by the new parent company as Senior Vice-President, Global Strategic Marketing. Subsequently, Karen moved to Bayer
Corporation as Division Head for the company’s U.S. Pharmaceuticals Division. Ms. Dawes is currently President of Knowledgeable
Decisions, a biopharmaceutical consulting firm focusing on corporate and commercial strategy. Ms. Dawes
also serves as the chairperson of the board of directors of RepliGen (NASDAQ: RGEN) and is a member of the board of directors of
Assertio Therapeutics, Inc. (NASDAQ: ASRT) and Medicines360. Karen has a combined B.A and M.A from Simmons College
and a MBA from Harvard Business School.


 


Chandrakant
Panchal – Lead Independent Director – Dr. Panchal is the Founder of Axcelon Biopolymers Corp., a biotechnology
company where he is Chairman, CEO and CSO. From 1989 to 1999 he was Co-Founder, President, and CEO of Procyon Biopharma Inc., which
he took public on the TSXV in 1998 and later on the TSX in 2000. Thereafter, Dr. Panchal was CSO at Procyon until its merger
with Cellpep, Inc (2006). He was then Senior Executive VP of Business Development at the merged entity, Ambrilia Biopharma
Inc. During his term at Procyon and Ambrilia, he led several licensing and M&A transactions with pharmaceutical and biotechnology
companies relating to cancer and HIV drugs developed by the company. Dr. Panchal sits on the boards of Pure Global Cannabis
Inc. (as Chairman) (TSXV:PURE), Canadian Oil Recovery & Remediation Enterprises (TSXV:CVR), Avicanna Inc.(as Lead Director)
(TSX:AVCN) and was until recently, a board member of MaRS Innovation and Avivagen (TSXV:VIV). Dr. Panchal obtained a PhD in
biochemical engineering from Western University.


 






     


    	 	8	 



    

 


Andrew
Strong – Director - Mr. Strong has been a partner at Pillsbury Winthrop Shaw Pittman since 2015 and
leads the Life Sciences Team (Houston, TX). Mr. Strong represents life sciences companies from early stage biotech start-ups
to publicly-traded and fully integrated pharmaceutical companies. From 2009 to 2011,Mr. Strong served as the General
Counsel and Compliance Officer for the Texas A&M University System where he led efforts to secure a multi-billion dollar federal
contract to serve as a first line of defense for influenza pandemics and biological threats. As part of that effort, he led the
formation of a state-owned biomanufacturing company (Kalon Biotherapeutics) and was subsequently appointed founding CEO
of Kalon that would develop and manufacture biologics for clinical and commercial supply for pharmaceutical and biotech companies.
In addition to raising capital, Mr. Strong oversaw the successful sale, in 2014, of Kalon to a subsidiary of FUJIFILM Corporation
and Mitsubishi Corporation. Mr. Strong has a J.D., Law from South Texas College of Law. Mr. Strong was a Director and
Chair of the Compensation Committee for Braemer Hotels & Resorts which is listed on the NYSE from November 2013
to May 2017.


 


Rosemina
Merchant – Director and Chief Development Officer – Ms. Merchant has 30 years of experience in
the development of biopharmaceuticals. Most recently, Ms. Merchant was Senior VP of Development and Regulatory Affairs at
Sophiris and responsible for development of PRX302 for prostate cancer and BPH. She transitioned PRX302, a discovery project to
a late stage clinical program in less than 6 years. During that time, she executed multiple clinical trials, managed Canadian
and United States regulatory filings and led all CMC related outsourcing activities in the United States and Europe. In 1992, Nina
co-founded, IntelliGene Expressions, Inc., a biologics CDMO, where she was VP of Manufacturing and Chief Operating Officer.
Nina also held a variety of senior level positions at KS Biomedix, Bioniche, GE LifeSciences, Sanofi Pasteur and Alberta Innovates.
Her education includes a MESc. in Biochemical Engineering from Western University.


 


No proposed director is, to the knowledge
of the Corporation as at the date of the Circular, or has been, within ten (10) years before the date of this Circular, a
director, chief executive officer or chief financial officer of any company (including Medicenna) that: (i) was subject to
a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption
under Canadian securities legislation that was in effect for a period of more than 30 consecutive days, (ii) was subject
to cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption
under Canadian securities legislation that was in effect for a period of more than 30 consecutive days that was issued after
the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event
that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer, (iii) while
that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made
a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (iv) become bankrupt,
made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,
arrangement or compromised with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed
director.


 


Moreover, no proposed director of the Corporation
has been subject, to the knowledge of the Corporation, to (i) any penalties or sanctions imposed by a court relating to securities
legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority,
or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to
a reasonable securityholder in deciding whether to vote for a proposed director.


 






     


    	 	9	 



    

 


3.            Appointment
and Remuneration of the Auditor


 


Davidson have been the auditors of the
Corporation by the Board since June 15, 2017.


 


The Board, on the Audit Committee’s
advice, recommends the re-appointment of Davidson, as auditors of the Corporation. The appointment of Davidson must be approved
by a majority of the votes cast on the matter at the Meeting. The auditor will be in office until the next annual Shareholders’
meeting or until a successor is named.


 


Unless you have specified in the enclosed
form of proxy that the votes attaching to the Shares represented by the proxy are to be withheld with respect to the appointment
of the auditor, on any ballot that may be called for in the appointment of the auditor, the management representatives designated
in the enclosed form of proxy intend to vote the Shares in respect of which they are appointed proxy FOR the appointment of Davidson
as auditors of the Corporation to hold office until the next annual meeting of Shareholders, and authorizing the directors to fix
the remuneration of the auditor.


 


STATEMENT OF EXECUTIVE COMPENSATION


 


Compensation Discussion and Analysis


 


Objectives


 


The Corporation has historically relied
on the experience of its Board in setting executive compensation. In considering compensation awards, the Board has considered
the skill level of its executives as well as comparable levels of compensation for individuals with similar capabilities and experience.
In regard to the Corporation’s current executive compensation arrangements, the Board has considered such factors as the
Corporation’s current financial situation, the estimated financial situation of the Corporation in the mid-term and the need
to attract and retain the key executives necessary for the Corporation’s long term success.


 


On
March 28, 2017, the Board established a Compensation Committee to, among other things, (i) consider the overall remuneration
strategy and, where information is available, verifying the appropriateness of existing remuneration levels using external sources
for comparison; (ii) compare the nature and amount of directors’ and executive officers’ compensation to performance
against goals set for the year while considering relevant comparative information, independent expert advice and the Corporation’s
financial position, and (iii) make recommendations to the Board in respect of director and executive officer remuneration
matters, with the overall objective of ensuring maximum Shareholder benefit from the retention of high quality board and executive
team members. For more information on the Compensation Committee, please see the section entitled “Compensation”
of the Corporation’s Corporate Governance Practices attached hereto as Appendix “A”.


 


Medicenna’s executive compensation
program is designed to:


 


		·	attract and retain qualified, motivated and achievement-oriented individuals by offering compensation
that is competitive in the industry and marketplace;






		·	align executive interests with the interests of Shareholders; and



 






     


    	 	10	 



    

 






		·	ensure that individuals continue to be
compensated in accordance with their personal performance and responsibilities and their contribution to the overall objectives
of the Corporation.



 


These objectives are achieved by offering
executives and employees a compensation package that is competitive and rewards the achievement of both short-term and long-term
objectives of the Corporation. As such, our compensation package consists of three key elements:


 


		·	base salary and initial share options;






		·	short-term compensation incentives to reward corporate and personal performance through potential
annual cash bonuses; and






		·	long-term compensation incentives related to long-term increase in Share value through participation
in the Share Option Plan.



 


The Compensation Committee reviews each
of these items on a stand-alone basis and also reviews compensation as a total package. Adjustments to compensation are made as
appropriate following a review of the compensation package as a whole.


 


Base Salary


 


In establishing base salaries, the objective
of the Board is to establish levels that will enable Medicenna to attract and retain executive officers that can effectively contribute
to the long-term success of the Corporation. Base salary for each executive officer is determined by the individual’s skills,
abilities, experience, past performance and anticipated future contribution to the success of Medicenna.


 


Short-Term Compensation Incentives


 


The role of short-term compensation incentives
at Medicenna is to motivate our executive officers to achieve specified performance objectives for 2019 and to reward them for
their achievement in the event that those objectives are met. The Board sets annual corporate objectives encompassing scientific,
clinical, regulatory, business and corporate development and financial criteria. The annual cash bonus for the executive officers
is based, at least in part, on the level of achievement of these annual objectives, assuming these objectives are still relevant
at the time of evaluation. All current corporate and executive officer objectives are reviewed by the Compensation Committee and
approved by the Board. The Compensation Committee recommends to the Board the awarding of bonuses, payable in cash, stock or share
options, to reward extraordinary individual performance.


 


Cash bonuses are determined as soon as
practicable after the end of the fiscal year and, for the Named Executive Officers (as defined hereinafter), are included in the
Summary Compensation Table in the year in respect of which they are earned. For each executive officer, during the year ended March 31,
2019, the annual cash bonuses ranged from 20% to 40% of base salary, however no cash bonuses were paid for the year ended March 31,
2018 or March 31, 2019.


 


Long-Term Incentive Plans


 


Long-term incentives, in the form of Options,
are intended to align the interests of the Corporation’s directors and its executive officers with those of its shareholders,
to provide a long term incentive that rewards these individuals for their contribution to the creation of shareholder value and
to reduce the cash compensation that the Corporation would otherwise have to pay. In determining the size and terms of individual
grants, the Board takes into account, among other things (i) prior grants; (ii) the level of effort, time, responsibility,
ability, experience and level of commitment of the executive officer; and (iii) market comparatives for similarly situated
executives.


 






     


    	 	11	 



    

 


Hedge or Offset Instruments


 


Named Executive Officers or directors are
not permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities
granted as compensation or held, directly or indirectly, by Named Executive Officers or directors, including, for greater certainty,
prepaid variable forward contracts, equity swaps, collars, or units of exchange funds.


 


Risk Assessment of Compensation


 


The
implications of the risks associated with the Corporation’s
compensation practices were not considered by the Board or a committee of the Board.


 


Performance Graph


 


The
following graph compares the total shareholder return of
$100 invested in our Shares since the Corporation’s initial public offering with the total return of the S&P/TSX Composite
Index.


 





 


The Corporation completed its initial public
offering on July 7, 2015 and its Shares commenced trading on the TSX Venture Exchange (the “TSXV”) on July 14,
2015. The Corporation operated as a “capital pool corporation” in accordance with the policies of the TSXV until the
date of completion of the Transaction on March 1, 2017. The performance graph above has been adjusted to reflect a 14:1 consolidation
of the Shares completed on March 1, 2017. On August 2, 2017 the Corporation graduated to the Toronto Stock Exchange.


 


The performance trend shown by the above
graph does not necessarily reflect the trend in our compensation to Named Executive Officers reported over the same period. The
market price of the Shares, similar to the share prices of many publicly-traded biotechnology companies, has historically been
highly volatile. Our approach to compensation is designed to attract and retain quality executives while promoting long-term profitability
and maximizing shareholder value. Our Named Executive Officers are compensated on the basis of individual and corporate performance
rather than on factors strictly tied to the short-term performance of our Shares in the market.


 






     


    	 	12	 



    

 


Summary Compensation Table


 


The following table details the compensation
information for the three fiscal years ended March 31, 2019 of the Corporation, for the Chairman, President and Chief Executive
Officer, the Chief Financial Officer, the Chief Development Officer and the Chief Operating Officer (each, a “NEO”
and, collectively the “Named Executive Officers”):


 


	Name and Principal

 Position	 	Year Ended	 	 	Salary

 ($)	 	 	Share-based

 awards
 ($)	 	 	Option-based 

awards

 ($)	 	 	Non-equity incentive 
 plan compensation	 	 	Pension 

value

  ($)	 	 	All other

 compensation 

($)	 	 	Total

 compensation 

($)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Annual incentive

 plan

 ($)	 	 	Long-term incentive

 plans 

($)	 	 	 	 	 	 	 	 	 	 
	Dr.Fahar Merchant(1)	 	 	March 31, 2019	 	 	 	375,000	 	 	 	N/A	 	 	 	189,600	(7)	 	 	Nil	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	564,600	 
	Chairman, President and	 	 	March 31, 2018	 	 	 	380,450	(5)	 	 	N/A	 	 	 	526,050	(6)	 	 	Nil	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	906,500	 
	Chief Executive Officer	 	 	March 31, 2017 	 	 	 	340,000	(5)	 	 	N/A 	 	 	 	444,500	(4)	 	 	83,704	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	868,204	 
	Ms. Elizabeth	 	 	March 31, 2019	 	 	 	225,000	 	 	 	N/A	 	 	 	126,400	(7)	 	 	Nil 	 	 	 	Nil 	 	 	 	N/A	 	 	 	Nil	 	 	 	351,400	 
	Williams(2)	 	 	March 31, 2018	 	 	 	225,000	 	 	 	N/A	 	 	 	112,725	(6)	 	 	Nil 	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	337,725	 
	Chief Financial Officer	 	 	March 31, 2017 	 	 	 	53,365	 	 	 	N/A	 	 	 	158,750	(4)	 	 	8,538	 	 	 	Nil 	 	 	 	N/A	 	 	 	Nil 	 	 	 	220,653	 
	Ms.Rosemina Merchant	 	 	March 31, 2019	 	 	 	291,744	 	 	 	N/A	 	 	 	126,400	(7)	 	 	Nil	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	418,144	 
	Chief Development	 	 	March 31, 2018	 	 	 	301,692	(5)	 	 	N/A	 	 	 	225,450	(6)	 	 	Nil	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	527,142	 
	Officer (3)	 	 	March 31, 2017 	 	 	 	290,000	(5)	 	 	N/A	 	 	 	318,500	(4)	 	 	44,000	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	652,500	 



 






		(1)	Dr. Merchant has acted as the President
and Chief Executive Officer of MTI, a wholly-owned subsidiary of the Corporation, since October 30, 2011. Dr. Merchant
was appointed as President and Chief Executive Officer of the Corporation on March 1, 2017 upon the closing of the Transaction.






		(2)	Ms. Williams was appointed Chief Financial Officer of MTI, a wholly-owned subsidiary of the
Corporation, on December 12, 2016. Ms. Williams was appointed as Chief Financial Officer of the Corporation on March 1,
2017 upon the closing of the Transaction.






		(3)	Ms. Merchant has acted as the Chief
Development Officer of MTI, a wholly-owned subsidiary of the Corporation, since April 25, 2016. Ms. Merchant was
appointed as Chief Development Officer of the Corporation on March 1, 2017 upon the closing of the Transaction.






		(4)	In determining the fair value of these option-based awards, the Black-Scholes valuation methodology
was used with the following assumptions: (i) expected life of five years; (ii) volatility 80%; (iii) risk free interest
rate of 0.65%; and (iv) no dividend yield. The Corporation has decided to use the Black-Scholes valuation methodology because
it is equivalent to the option value reported in the Corporation’s consolidated financial statements.






		(5)	Includes amounts paid to the Executive for accrued but unused vacation pay.






		(6)	In determining the fair value of these option-based awards, the Black-Scholes valuation methodology
was used with the following assumptions: (i) expected life of five years; (ii) volatility 100%; (iii) risk free
interest rate of 1.75%; and (iv) no dividend yield. The Corporation has decided to use the Black-Scholes valuation methodology
because it is equivalent to the option value reported in the Corporation’s consolidated financial statements.






		(7)	In determining the fair value of these option-based awards, the Black-Scholes valuation methodology
was used with the following assumptions: (i) expected life of five years; (ii) volatility 116%; (iii) risk free
interest rate of 1.50%; and (iv) no dividend yield. The Corporation has decided to use the Black-Scholes valuation methodology
because it is equivalent to the option value reported in the Corporation’s consolidated financial statements.



 






     


    	 	13	 



    

 


Incentive Plan Awards - Named Executive
Officers


 


Outstanding Share-Based Awards and
Option-Based Awards


 


The
following tables show all awards outstanding to each NEO as at March 31, 2019:


 




	 	 	Option-based Awards	 	 	Share-based Awards	 
	Name and Principal 

Position	 	 	Number of

 securities

 underlying 

unexercised 

options 

(#)	 	 	 	Option

 exercise 

price 

($)	 	 	 	Option

 expiration 

date	 	 	 	Value of

 unexercised 

in-the-money 

options 

($) (1)	 	 	 	Number of 

shares or 

units of 

shares that 

have not 

vested 

(#)	 	 	 	Market or

 payout 

value of 

share-

based

 awards

 that have

 not vested

 ($)	 	 	 	Market or

 payout

 value of

 vested

 share-

based

 awards not paid out or

 distributed 

($)	 
	Dr. Fahar Merchant	 	 	300,000	 	 	 	1.00	 	 	 	Feb 14, 2029	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	Chairman, President and	 	 	350,000	 	 	 	2.00	 	 	 	Feb 13, 2027	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	Chief Executive Officer	 	 	350,000	 	 	 	2.01	 	 	 	Sept 21, 2027	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	Ms. Elizabeth Williams	 	 	200,000	 	 	 	1.00	 	 	 	Feb 14, 2029	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	Chief Financial Officer	 	 	125,000	 	 	 	2.00	 	 	 	Feb 13, 2027	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	 	 	 	75,000	 	 	 	2.01	 	 	 	Sept 21, 2027	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	Ms. Rosemina Merchant	 	 	200,000	 	 	 	1.00	 	 	 	Feb 14, 2029	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	Chief Development Officer	 	 	250,000	 	 	 	2.00	 	 	 	Feb 13, 2027	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 
	 	 	 	150,000	 	 	 	2.01	 	 	 	Sept 21, 2027	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 




 


		(1)	These amounts are calculated based on the difference between the market value of the securities
underlying the options on March 31, 2019 at the end of the fiscal year ($0.76), and the exercise price of the options.



 


Value Vested or Earned During the
Year


 


The following table sets forth for each
NEO the value vested or earned on all option-based awards, share-based awards, and non-equity incentive plan compensation during
the year ended March 31, 2019:


 




	Name and Principal Position	 	 	Option-based awards – 

Value vested

 during the year 

($)	 	 	 	Share-based awards – 

Value vested

 during the year

 ($)	 	 	 	Non-equity incentive plan

 compensation – 

Value earned during the year

 ($)	 
	Dr. Fahar Merchant	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 
	Chairman, President and Chief Executive Officer	 	 	 	 	 	 	 	 	 	 	 	 
	Ms. Elizabeth Williams	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 
	Chief Financial Officer	 	 	 	 	 	 	 	 	 	 	 	 
	Ms. Rosemina Merchant 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 
	Chief Development Officer	 	 	 	 	 	 	 	 	 	 	 	 




 






     


    	 	14	 



    

 


Pension Plan Benefits


 


The Corporation does not provide pension
plan benefits to its Named Executive Officers or employees of the Corporation.


 


Termination and Change of Control Benefits


 


The
employment agreements of Dr. Merchant, Ms. Williams and Ms. Merchant provide that if their employment is
terminated by the Corporation other than for cause, they will be entitled to the following benefits:


 


	Name	 	Termination Without Cause	 	 	Change of Control	 
	Dr. Fahar Merchant	 	 	$562,500	(1)	 	 	$562,500	 (1)
	Ms. Elizabeth Williams	 	 	$131,250	(2)	 	 	$131,250	(2)
	Ms. Rosemina Merchant	 	 	$291,744	(3)	 	 	$291,744	(3)


 


	 	(1)	This amount represents 18 months of Dr. Merchant’s current base salary.
	 	
        (2)

        (3)
	
        This amount represents 7 months of Ms. Williams
        annual base salary.

        This amount represents 12 months of Ms. Merchant’s
        annual base salary.



 


Dr. Fahar Merchant


 


In
the event that Dr. Merchant’s employment is terminated by Medicenna other than for cause, Dr. Merchant shall be
entitled to receive a lump sum payment equal to one and one half times his then annual base salary (less applicable
source deductions) as well as any bonus eligible but not yet paid as of the time of termination. As at March 31, 2019, this
obligation would have been $562,500. In addition, all unvested stock options will become immediately vested and exercisable. In
the event of termination without cause or for good reason either in connection with or twelve months following a change of control,
Dr. Merchant shall be entitled to severance pay equivalent to one times his then annual base salary (less applicable source
deductions) as well as any bonus eligible but not yet paid as of the time of termination. As at March 31, 2019, this obligation
would have been $562,500. In addition, all unvested stock options will become immediately vested and exercisable.


 


Ms. Elizabeth Williams


 


In the event that Ms. Williams’s
employment is terminated by Medicenna other than for cause, Ms. Williams shall be entitled to receive a lump sum payment equal
to three months of her then annual base salary (less applicable source deductions) in the first year of employment, six months
of her then annual base salary in the second year of employment with an additional month for each year employed to a maximum of
twelve months. As at March 31, 2019, this obligation would have been $131,250.


 


In the event of termination without cause
or for good reason either in connection with or twelve months following a Change of Control, Ms. Williams shall be entitled
to severance pay equivalent to be entitled to receive a lump sum payment equal to three months of her then annual base salary (less
applicable source deductions) in the first year of employment, six months of her then annual base salary in the second year of
employment with an additional month for each year employed to a maximum of twelve months as well as any bonus eligible but not
yet paid as of the time of termination. As at March 31, 2019, this obligation would have been $131,250.


 






     


    	 	15	 



    

 


Ms. Rosemina Merchant


 


In the event that Ms. Merchant’s
employment is terminated by Medicenna other than for cause, Ms. Merchant shall be entitled to receive a lump sum payment equal
to one times her then annual base salary (less applicable source deductions). As at March 31, 2019, this obligation would
have been $291,744. In the event of termination without cause or for good reason either in connection with or twelve months following
a change of control, Ms. Merchant shall be entitled to severance pay equivalent to one times her then annual base salary (less
applicable source deductions) as well as any bonus eligible but not yet paid as of the time of termination. As at March 31,
2019, this obligation would have been $291,744. In addition, all unvested stock options will become immediately vested and exercisable.


 


Director Compensation Table


 


The
following table details the compensation received by each director for the year ended March 31, 2019 (other than directors
who were also Named Executive Officers and for whom information
is shown in the table under the heading “Executive Compensation - Summary Compensation Table” above):


 


	Name	 	Fees earned

 ($)	 	 	Share-based

 awards

 ($)	 	 	Option-

based

 awards(1)

 ($)	 	 	Non-equity

 incentive plan 

compensation 

($)	 	 	Pension value 

($)	 	 	All other

 Compensation 

($)	 	 	Total 

($)	 
	Mr. Albert Beraldo	 	 	34,000	 	 	 	Nil	 	 	 	24,300	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	58,300	 
	Dr. Chandrakant Panchal	 	 	45,000	 	 	 	Nil	 	 	 	24,300	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	69,300	 
	Mr. Andrew Strong	 	 	31,500	 	 	 	Nil	 	 	 	24,300	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	55,800	 
	Dr. William W. Li(2)	 	 	30,000	 	 	 	Nil	 	 	 	24,300	 	 	 	Nil	 	 	 	N/A	 	 	 	Nil	 	 	 	54,300	 




 


		(1)	In determining the fair value of these option-based awards, the Black-Scholes valuation methodology
was used with the following assumptions: (i) expected life of 2.5 years; (ii) volatility 116%; (iii) risk free interest
rate of 1.50%; and (iv) no dividend yield. The Corporation has decided to use the Black-Scholes valuation methodology because
it is equivalent to the option value reported in the Corporation’s consolidated financial statements.



 


		(2)	Dr. William W. Li is not standing for re-election at the Meeting.



 


Since July 1, 2017, the directors
are entitled to an annual fee of $25,000 with no per meeting fees. The lead director is entitled to an additional annual fee of
$10,000. The chair of the Audit Committee is entitled to an annual fee of $7,500, with each committee member receiving an annual
fee of $5,000. The respective chairs of the Corporate Governance and Nominating Committee and of the Compensation Committee are
entitled to an annual fee of $5,000, with each committee member receiving an annual fee of $1,500 per committee.


 


Non-executive directors are reimbursed
for any out-of-pocket travel expenses incurred in order to attend meetings. Executive directors are not entitled to directors’
compensation.


 


Dr. Merchant and Ms. Merchant
did not receive any compensation for their role as a director of the Corporation.


 






     


    	 	16	 



    

 


Incentive Plan Awards – Directors


 


Outstanding Share-Based Awards and
Option Based Awards


 


The following table sets forth for each
director, other than Named Executive Officers who are directors, all option-based and share-based awards outstanding at March 31,
2019:


 




	Option-based Awards	 	Share-based
                                         Awards
	Name	 	Number of

 securities 

underlying 

unexercised 

options 

(#)	 	 	Option

 exercise 

price  

($)	 	 	Option

 expiration 

date	 	 	Value of

 unexercised 

in-the-money 

options 

($) (1)	 	 	Number

 of shares 

or units of 

shares 

that have 

not vested

 (#)	 	 	Market or

 payout 

value of 

share-based 

awards 

that have

 not vested 

($)	 	 	Market or

 payout value 

of vested 

share-based 

awards not 

paid out or 

distributed 

($)	 
	Mr. Albert Beraldo	 	 	50,000	 	 	 	1.00	 	 	 	Feb 14, 2024	 	 	 	Nil	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	50,000	 	 	 	2.00	 	 	 	Feb 13, 2027	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	 	2.88	 	 	 	Nov 10, 2022	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dr. Chandrakant Panchal	 	 	50,000	 	 	 	1.00	 	 	 	Feb 14, 2024	 	 	 	Nil	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	50,000	 	 	 	2.00	 	 	 	Feb 13, 2027	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	 	2.88	 	 	 	Nov 10, 2022	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mr. Andrew Strong	 	 	50,000	 	 	 	1.00	 	 	 	Feb 14, 2024	 	 	 	Nil	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	50,000	 	 	 	2.00	 	 	 	Feb 13, 2027	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	50,000	 	 	 	2.88	 	 	 	Nov 10, 2022	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dr. William W. Li	 	 	50,000	 	 	 	1.00	 	 	 	Feb 14, 2024	 	 	 	Nil	 	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	 	 	 	50,000	 	 	 	2.88	 	 	 	Nov 10, 2022	 	 	 	Nil	 	 	 	 	 	 	 	 	 	 	 	 	 




 


		(1)	These amounts are calculated based on
the difference between the market value of the securities underlying the options on March 31, 2019 at the end of the fiscal
year ($0.76), and the exercise price of the options.



 


Value Vested or Earned During the
Year


 


The following table sets forth for each
director the value vested or earned on all option-based awards, share-based awards, and non-equity incentive plan compensation
during the year ended March 31, 2019.


 


	Name	 	Option-based awards – Value vested during the year ($)	 	Share-based awards – Value vested during the year ($)	 	Non-equity incentive plan compensation – Value earned during the year ($)
	Mr. Albert Beraldo	 	Nil 	 	N/A	 	Nil
	Dr. Chandrakant Panchal	 	Nil 	 	N/A	 	Nil
	Mr. Andrew Strong	 	Nil 	 	N/A	 	Nil
	Dr. William Li	 	Nil	 	N/A	 	Nil




 






     


    	 	17	 



    

 


SECURITIES AUTHORIZED FOR ISSUANCE UNDER
EQUITY COMPENSATION PLANS


 


The following table sets forth certain
details as at the end of the year ended March 31, 2019 with respect to compensation plans pursuant to which equity securities
of the Corporation are authorized for issuance.


 


	Plan Category	 	Number of Shares to be
 issued upon exercise of
 outstanding options   (a)	 	 	Weighted-
 average
 exercise price of 
 outstanding
 options
 (b)	 	 	Number of Shares remaining
 available for future issuance 
 under the equity 
 compensation plans
 (Excluding Shares reflected
 in Column (a))
 (c)	 
	Equity compensation plans approved by Shareholders	 	 	3,275,000	 	 	$	1.67	 	 	 	1,011,720	 
	Equity compensation plans not approved by Shareholders	 	 	Nil    	 	 	 	Nil	 	 	 	   Nil  	 
	Total	 	 	3,275,000	 	 	$	1.67	 	 	 	1,011,720	 


 


2017 Stock Option Plan


 


The 2017 Stock Option Plan (“2017
Stock Option Plan”) was approved for adoption by shareholders on September 21, 2017 to amend, restate and supersede
the previous stock option plan adopted by the Corporation in 2015.


 


The
2017 Stock Option Plan does not have a fixed number of Shares issuable thereunder, but permits the issuance of up to an aggregate
of 15% of the outstanding Shares from time to time. As at March 31, 2019, the Corporation had options outstanding under the
2017 Stock Option Plan to purchase up to 3,275,000 Shares (representing approximately 11.46%
of the then 28,578,137 issued and outstanding Shares). Accordingly, unallocated options with respect to an aggregate of 1,011,720
Shares were available for future grants (representing approximately 3.54% of the then 28,578,137 issued and outstanding Shares).


 


The
Corporation’s annual “burn rate” for stock options granted under the 2017 Stock Option Plan (including predecessor
plans), calculated as described in Section 613(p) of the TSX Company Manual with respect to the number of issued and
outstanding Shares (total number of stock options issued in a fiscal year, divided by the weighted average number of outstanding
Shares for that year) was 6.8% in fiscal 2017, 4.7%
in fiscal 2018 and 5.3% in fiscal 2019.


 


Summary of Material Terms


 


The 2017 Option Plan is intended to attract,
retain and motivate persons of training, experience and leadership as key service providers to the Corporation and its subsidiaries,
including their directors, officers and employees, and to advance the interests of the Corporation. Stock options (“Options”)
may be granted to a director, officer, employee or service provider of the Corporation or any related entity (being a person that
controls or is controlled by the Corporation or that is controlled by the same person that controls the Corporation) (each, an “Eligible
Person”).


 






     


    	 	18	 



    

 


The aggregate number of Shares issuable
upon the exercise of all Options granted under the 2017 Stock Option Plan and under all other share compensation arrangements will
not exceed 15% of the issued and outstanding Shares as at the date of grant of each Option under the 2017 Stock Option Plan. If
any Option granted under the 2017 Stock Option Plan expire, terminate for any reason in accordance with the terms of the 2017 Stock
Option Plan or be exercised, Shares subject thereto shall again be available for the purpose of the 2017 Stock Option Plan. Accordingly,
the 2017 Stock Option Plan is considered an “evergreen” plan and is subject to Shareholder ratification not later than
the date that is three years following the date on which Shareholder approval for the 2017 Stock Option Plan was obtained.


 


Subject to the terms and conditions of
the 2017 Stock Option Plan, the number of Shares subject to each Option, the option price of each Option, the expiration date of
each Option, the extent to which each Option is exercisable from time to time during the term of the Option and other terms and
conditions relating to each such Option shall be determined by the Compensation Committee and recommended to the Board.


 


The
exercise price for any Option issued under the 2017 Stock Option Plan may not be less than the Market Price of the Shares on
the date of which the grant of the Option is approved by the Board. For
these purposes, “Market Price” at any date in respect of the Shares means the closing sale price of the Shares on the
TSX on the trading date immediately preceding such date; provided
that, (i) in the event that such Shares did not trade on such trading day, the Market Price shall be the average of the bid
and ask prices in respect of such Shares at the close of trading on such trading day, (ii) if no quotation is made for the
applicable day, the Market Price on such day shall be determined in the manner set forth in the preceding clause for the next preceding
trading day, and (iii) notwithstanding the foregoing, if there is no reported closing price or high bid/low asked price that
satisfies the preceding clauses, the Market Price on any day shall be determined by such methods and procedures as shall be established
from time to time by the Compensation Committee.


 


Options
issued under the 2017 Stock Option Plan may be exercised during a period determined under the 2017 Stock Option Plan, which may
not exceed ten years. Unless otherwise determined by the Board, Options will vest as follows: 50% on the first anniversary
of the grant, 25% on the second anniversary of the grant and 25% on the third anniversary of the grant. Any or all Shares that
have vested may be purchased during the term of the Option.


 


In addition to the restrictions on maximum
issuances set forth above for all security based compensation arrangements, the number Shares which may be issued pursuant to Options
granted under the 2017 Stock Option Plan to any one person may not exceed 5% of the then aggregate issued and outstanding Shares
at the date of the grant.


 


The following insider participation limits
also apply under the 2017 Stock Option Plan: (i) the number of Shares issuable to insiders, at any time, pursuant to the Option
Plan and other share compensation arrangements shall not exceed 10% of the issued and outstanding Shares (on a non-diluted basis);
and (ii) the number of Shares issued to insiders, within a one-year period, pursuant to the 2017 Stock Option Plan and other
share compensation arrangements shall not exceed 10% of the issued and outstanding Shares (on a non-diluted basis).


 






     


    	 	19	 



    

 


An Option is personal to the optionholder
and non-assignable (whether by operation of law or otherwise); provided, however, that Options may be transferred or assigned to
certain permitted assignees which include a spouse, a trustee acting on behalf of the optionholder or spouse, a holding entity
or an RRSP, RRIF or TFSA of the optionholder or spouse. If the optionholder resigns, is terminated for cause or fails to be re-elected
as a director, the Options terminate immediately. If the optionholder dies or ceases to be eligible under the 2017 Stock Option
Plan for any other reason, Options that are entitled to be exercised may generally be exercised (subject to certain extensions
at the discretion of the Board or a committee thereof) until the earlier of (i) one year or three months, respectively, of
the applicable date, or (ii) the expiry date of the Option.


 


The Option Plan also provides for the cashless
exercise of Options which allows for the optionholder to receive, without cash payment (other than taxes), a number of Shares based
on the following formula:


 


		x	=     [a (b – c)]
	 	 	              b



 


where


 


		x	=     the number of whole
Shares to be issued






		a	=     the number of Shares
under Option






		b	=the Market Price of the Shares on the date of the cashless exercise






		c	=the exercise price of the Option



 


In the event that the expiry of an Option
occurs during a blackout period imposed by management or the Board in accordance with the Corporation’s insider trading policy,
the expiry date of such Option shall be deemed to be amended to that date which is ten business days following the end of such
blackout period.


 


In the event of a Change of Control (as
such term is defined in the 2017 Stock Option Plan) with respect to the Corporation or a Corporate Group entity (which, under the
2017 Stock Option Plan, means the Corporation and any subsidiary or related or affiliated business entities of the Corporation
and includes any successor corporations or entities thereto), notwithstanding anything in the 2017 Stock Option Plan to the contrary:


 


		·	if the employment of an optionee is terminated
by the Corporation or a Corporate Group entity without cause or if the optionee resigns in circumstances constituting constructive
dismissal by the Corporation or the Corporate Group entity, respectively, in each case, within twelve months (or such other period
as determined by the Board in its sole discretion) following a Change of Control with respect to the Corporation or the Corporate
Group entity, respectively (such date being the “Termination Date”), all or any of the optionee’s Options will
vest immediately prior to the Termination Date (or such later period as determined by the Board in its sole discretion), subject
to any performance conditions which shall be dealt with at the discretion of the Board. All vested Options may be exercised until
90 days (or such other period as may be determined by the Board in its sole discretion) following the Termination Date (but until
the normal expiry date of the Option rights of such optionee, if earlier). Upon the expiration of such period, all unexercised
Option rights of that optionee shall immediately become terminated and shall lapse notwithstanding the original term of the Option
granted to such optionee under the 2017 Stock Option Plan; and



 


		·	any surviving, successor or acquiring entity will assume any outstanding Options or will substitute
similar awards for the outstanding Options. If the surviving, successor or acquiring entity is a “private issuer” or
does not have any securities listed on an established securities exchange, does not assume the outstanding Options or substitute
similar awards for the outstanding Options, or if the Board otherwise determines in its sole discretion and subject to the rules of
the TSX, the Corporation will give written notice to all optionees advising that the 2017 Stock Option Plan will be terminated
effective immediately prior to the Change of Control and all Options will be deemed to be vested Options, and may provide for the
exercise of Options and tender of Shares in connection with the Change of Control and may otherwise provide for the cash out or
termination of Options that are not exercised within a specified period of time.



 






     


    	 	20	 



    

 


The 2017 Stock Option Plan contains certain
customary adjustment provisions, including in connection with a subdivision, redivision, consolidation, reclassification, reorganization
or other change of, or involving, the Shares.


 


Subject to applicable regulatory requirements,
including the rules of the TSX, and except as provided below, the Board may, in its sole and absolute discretion and without
Shareholder approval, amend, suspend, terminate or discontinue the 2017 Stock Option Plan and may amend the terms and conditions
of Options granted pursuant to the 2017 Stock Option Plan.


 


Without limiting the generality of the
foregoing, the Board may make the following amendments to the 2017 Stock Option Plan, without obtaining Shareholder approval: (i) amendments
to the terms and conditions of the 2017 Stock Option Plan necessary to ensure that the 2017 Stock Option Plan complies with the
applicable regulatory requirements, including the rules of the TSX, in place from time to time; (ii) amendments to the
provisions of the 2017 Stock Option Plan respecting administration of the 2017 Stock Option Plan and eligibility for participation
under the 2017 Stock Option Plan; (iii) amendments to the provisions of the 2017 Stock Option Plan respecting the terms and
conditions on which Options may be granted pursuant to the 2017 Stock Option Plan, including the provisions relating to the term
of the Option and the vesting schedule; and (iv) amendments to the 2017 Stock Option Plan that are of a “housekeeping”
nature.


 


However, the Board may not, without the
approval of the Shareholders, make amendments with respect to the following: (i) an increase to the 2017 Stock Option Plan
maximum or the number of securities issuable under the 2017 Stock Option Plan; (ii) a reduction in the option price of an
Option benefitting an insider; (iii) an extension to the term of Options (other than as a result of a blackout period extension)
benefitting an insider; (iv) any amendment which would permit Options granted under the 2017 Stock Option Plan to be transferable
or assignable other than to a permitted assignee and for normal estate settlement purposes; (v) changes to the insider participation
limits; and (vi) amendments to the 2017 Stock Option Plan amendment provisions.


 


The Corporation does not currently have
any other security based compensation arrangement.


 


INDEBTEDNESS


 


As of the date hereof, there is no indebtedness
owing to the Corporation by any employees, officers, directors or Nominees of the Corporation (or any associate or affiliate thereof).


 


AUDIT
COMMITTEE INFORMATION


 


Reference is made to the annual information
form of the Corporation dated June 24, 2019 for the year ended March 31, 2019, under the heading “Audit Committee
Information” for a disclosure of information related to the Audit Committee required under Form 52-110F1 to National
Instrument 52-110 – Audit Committees (“NI 52-110”). A copy of this document can be found on SEDAR at www.sedar.com,
however we will promptly provide a copy of this document to any securityholder of the Corporation free of charge upon request.


 






     


    	 	21	 



    

 



 





INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON


 


None of the
directors or executive officers of the Corporation, none of the persons who have been directors or executive officers of the Corporation
at any time since April 1, 2018, none of the proposed Nominees and none of the associates or affiliates of any of the foregoing
has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter scheduled
to be acted upon at the Meeting other than the election of directors.


 


INTEREST
OF INFORMED PERSONS IN MATERIAL TRANSACTIONS


 


To the knowledge of the Corporation, except
as disclosed herein, no “informed person” of the Corporation, proposed director of the Corporation, or any associate
or affiliate of any of these persons, has any material interest, direct or indirect, in any transaction since April 1, 2018
or in any proposed transaction that has materially affected or would materially affect the Corporation or any of its subsidiaries.
An “informed person” means, among others, (i) a director or executive officer of the Corporation or of a subsidiary
of the Corporation, (ii) any person or company who beneficially owns, or controls or directs, directly or indirectly, voting
securities of the Corporation or a combination of both carrying more than 10% of the voting rights attached to all outstanding
voting securities of the Corporation other than voting securities held by the person or company as underwriter in the course of
a distribution.


 


STATEMENT
OF CORPORATE GOVERNANCE PRACTICES


 


Corporate governance relates to the activities
of the Board, the members of which are elected by and are accountable to the Shareholders, and takes into account the role of the
individual members of management who are appointed by the Board and who are charged with the day-to-day management of Medicenna.
The Board believes that sound corporate governance practices are essential to contributing to the effective and efficient decision-making
of management and the Board and to the enhancement of Shareholder value. The Board and management believe that Medicenna has a
sound governance structure in place for both management and the Board. Of particular note Medicenna has:


 


		·	established a written mandate of the Board;






		·	established a written charter for the Audit Committee;






		·	established a written charter for the Compensation Committee;






		·	established a written charter for the Corporate Governance and Nominating Committee;






		·	established a written Disclosure and Insider Trading Policy; and






		·	established a written Code of Ethics.



 


National
Instrument 58-101 — Disclosure of Corporate Governance Practices (“NI 58-101”) and National
Policy 58-201 — Corporate Governance Guidelines (“NP 58-201”) requires issuers, including Medicenna,
to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on governance practices. The
Corporation is also subject to NI 52-110, which has been adopted in various Canadian provinces and territories and which prescribes
certain requirements in relation to audit committees. The required disclosure under NI 58-101 is attached hereto as Appendix “A”.


 


RECEIPT
OF SHAREHOLDER PROPOSALS FOR 2020 ANNUAL MEETING


 


Under the Canada Business Corporations
Act, a registered holder or beneficial owner of Shares that will be entitled to vote at the 2020 annual meeting of shareholders
may submit to the Corporation, before May 18, 2020, a proposal in respect of any matter to be raised at such meeting.


 






     


    	 	22	 



    

 


























ADDITIONAL
INFORMATION


 


Additional information relating to us,
including our most current annual information form (together with documents incorporated therein by reference), our consolidated
financial statements for the year ended March 31, 2019, the report of the auditor thereon, management’s discussion and
analysis of our financial condition and results of operations for the year ended March 31, 2019 can be found on the System
for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com. Copies of those documents are available upon written request
to the Chief Financial Officer, free of charge to our securityholders. Our financial information is provided in our consolidated
financial statements for the year ended March 31, 2019 and management’s discussion and analysis of our financial condition
and results of operations for the year ended March 31, 2019.


 


DIRECTORS’
APPROVAL


 


The contents and sending of this Circular
have been approved by our directors.


 


(signed) Fahar Merchant, Ph.D.


Chairman, President and Chief Executive Officer


 






     


     


    

 








APPENDIX A


 


Corporate Governance Practices


 


Medicenna Therapeutics Corp. (the “Corporation”)
is committed to sound and comprehensive corporate governance policies and practices and is of the view that its corporate governance
policies and practices, outlined below, are comprehensive and consistent with NP 58-201 and NI 52-110.


 


Board of Directors


 


The Board encourages sound and comprehensive
corporate governance policies and practices designed to promote the ongoing development of the Corporation.


 


Composition of the Board


 


The Board is currently composed of six
directors, a majority of whom are independent directors. An “independent” board member, as further defined in NI 52-110,
means that such member has no “material relationship” with the issuer. A “material relationship” is a relationship
that could, in the view of the Board, be reasonably expected to interfere with the exercise of a member’s judgment. Each
year the Board reviews the composition of the Board and assesses whether a Board member is “independent”.


 


	Director 	Independent
	 	 
	Fahar Merchant	No
	Albert Beraldo	Yes
	Rosemina
Merchant	No
	Chandrakant
Panchal	Yes
	Andrew
Strong	Yes
	William W. Li	
        Yes

         



 


Dr. Fahar Merchant., Chairman, President
and Chief Executive Officer of the Corporation and Rosemina Merchant, Chief Development Officer are not independent directors because
of their roles in the Corporation’s management team.


 


If elected, Ms. Karen A. Dawes will
be an independent member of the Board.


 


The following table outlines other reporting
issuers that Board members are directors of:


 


	Director 	Reporting Issuer
	 	 
	Fahar Merchant	—
	Albert Beraldo	Pure Global Cannabis Inc.
	Rosemina Merchant	— 
	Chandrakant Panchal	
        Canadian Oil Recovery and Remediation Inc.

        Pure Global Cannabis Inc.

        Avicanna Inc.

	Andrew Strong	—
	William W. Li	Leap Therapeutics, Inc.

                                   Ceapro Inc.

	 	 


 






     


    	 	A-2	 



    

 


As they deem appropriate, the independent
directors meet without the presence of non-independent directors and members of management. During the year ended March 31,
2019, independent directors met five times without the presence of management and non-independent directors.


 


The Corporation has created the position
of Lead Director to ensure that the directors have an independent leadership contact and maintain and enhance the quality of the
Corporation’s corporate governance practices. Dr. Chandrakant Panchal, an independent director, is currently the Lead
Director. The Lead Director provides leadership to the Board in discharging its mandate and also assists the Board in discharging
its stewardship function, which includes (i) satisfying itself as to the integrity of the Chief Executive Officer and the
other senior officers of the Corporation and that the Chief Executive Officer and other senior officers create a culture of integrity
throughout the organization; (ii) strategic planning; (iii) identifying and managing risks; (iv) succession planning;
(v) adopting a disclosure policy; (vi) internal control and management information systems; and (vii) the Corporation’s
approach to corporate governance. In addition, the Lead Director provides advice, counsel and mentorship to the Chief Executive
Officer.


 


The following table illustrates the attendance
record of each director for all Board meetings held for the year ended March 31, 2019.


 


	Director	Meetings Attended
	Fahar Merchant	6 of 6
	
        Albert Beraldo

        William
        W. Li
	
        6 of 6

        2 of 6

	Rosemina Merchant	5 of 6
	Chandrakant Panchal	6 of 6
	Andrew Strong	5 of 6


 


Board Mandate


 


The Board has adopted a mandate in which
it explicitly assumes responsibility for stewardship of the Corporation. The Board is mandated to represent the Shareholders to
ensure appropriate succession planning is in place, select the appropriate chief executive officer, assess and approve the strategic
direction of the Corporation, ensure that appropriate processes for risk assessment, management and internal control are in place,
monitor management performance against agreed benchmarks, and assure the integrity of financial reports. A copy of the Board Mandate
is attached hereto as Appendix “B”.


 


Position Descriptions


 


The
Board has developed written position descriptions, which are reviewed annually, for the Chair and the chairs of each
of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee. The Chief Executive Officer
also has a written position description that has been approved by the Board and is reviewed annually.


 


Orientation and Continuing Education


 


It is the mandate of the Corporate Governance
and Nominating Committee to ensure that a process is established for the orientation and education of new directors that addresses
the nature and operation of the Corporation’s business and their responsibilities and duties as directors (including the
contribution individual directors are expected to make and the commitment of time and resources that the Corporation expects from
its directors).


 






     


    	 	A-3	 



    

 


The orientation includes an overview of
the Corporation’s history and operations, a review of industry conditions and competition, an introduction to the Corporation’s
management team and corporate and business information. Any further orientation is dependent on the needs of the new member and
may include items such as formal training sessions and attendance at seminars.


 


With respect to the continuing education
of directors, the Corporate Governance and Nominating Committee ensures that directors receive adequate information and continuing
education opportunities on an ongoing basis to enable directors to maintain their skills and abilities as directors and to ensure
their knowledge and understanding of the Corporation’s business remains current.


 


Ethical Business Conduct


 


The Corporation has adopted a Code of Business
Conduct and Ethics (the “Code”) that applies to the directors, officers and employees of the Corporation and its
subsidiaries. Additionally, consultants and agents for the Corporation are expected to abide by the Code.


 


The Corporate Governance and Nominating
Committee regularly monitors compliance with the Code through communications with management and reports through the Disclosure
and Insider Trading Policy (as described below) and ensures that management of the Corporation encourages and promotes a culture
of ethical business conduct. A copy of the Code may be found at www.SEDAR.com under the Corporation’s public profile and
on our website at www.medicenna.com.


 


The Corporation has also developed a Disclosure
and Insider Trading Policy that covers “whistle blowing” and provides an anonymous means for employees and officers
to report violations of the Code or any other corporate policies.


 


The Board has not granted any waiver of
the Code in favour of a director or officer of the Corporation. No material change reports have been filed since the beginning
of the Corporation’s most recently completed fiscal year that pertain to any conduct of a director or executive officer that
constitutes a departure from the Code.


 


Conflicts of Interest


 


The Corporate Governance and Nominating
Committee monitors the disclosure of conflicts of interest by directors and ensures that no director will vote or participate in
a discussion on a matter in respect of which such director has a material interest.


 


Nomination of Directors


 


Directors of the Corporation are expected
to bring to the Board the broadest possible knowledge and depth of experience from their chosen business or profession. Directors
should evidence a demonstrated ability to deal with business, financial and social issues, both nationally and internationally.
This implies a capacity to provide additional strength, diversity of views and up-to-date perceptions to the Board and its deliberations.
It is the mandate of the Corporate Governance and Nominating Committee to identify and recommend qualified candidates for the Board.
In assessing whether identified candidates are suitable for the Board, the Corporate Governance and Nominating Committee considers:
(i) the competencies and skills considered necessary for the Board as a whole; (ii) the competencies and skills that
the existing directors possess and the competencies and skills nominees will bring to the Board; and (iii) whether nominees
can devote sufficient time and resources to his or her duties as a member of the Board. Potential candidates for membership on
the Board will not be denied consideration by reason of race, sex, religion or affiliation with some special constituency group,
nor will any candidate be selected solely for such reason.


 






     


    	 	A-4	 



    

 


In addition, the Corporate Governance and
Nominating Committee assesses the participation, contribution and effectiveness of the individual members of the Board on an annual
basis. All members of the Corporate Governance and Nominating Committee are independent in accordance with the mandate of the Corporate
Governance and Nominating Committee.


 


Compensation


 


The
Board has established a Compensation Committee comprised of Andrew Strong (Chair) and Chandrakant Panchal, all of whom are independent
directors within the meaning of Section 1.4 of National Instrument 52-110 – Audit Committees. The Compensation
Committee is responsible for reviewing and making recommendations to the Board regarding the corporate goals and objectives, performance
and compensation of the Chief Executive Officer and other senior executive officers on an annual basis and evaluates the performance
of the Chief Executive Officer and other senior executive officers. In addition, the Compensation Committee is responsible for
making recommendations to the Board with respect to the compensation policies for the non-employee directors. The Compensation
Committee also reviews and makes recommendations regarding annual bonus policies for employees, the incentive-compensation plans
and equity-based plans for the Corporation and reviews executive compensation disclosure before the Corporation publicly discloses
this information.


 


Relevant Education and Experience


 


The
following describes the education and experience of each compensation committee member that is relevant in the performance
of his responsibilities as a compensation committee member:


 


Andrew
Strong – Director - Mr. Strong has been a partner at Pillsbury Winthrop Shaw Pittman since 2015 and
leads the Life Sciences Team (Houston, TX). Mr. Strong represents life sciences companies from early stage biotech start-ups
to publicly-traded and fully integrated pharmaceutical companies. From 2009 to 2011,Mr. Strong served as the General
Counsel and Compliance Officer for the Texas A&M University System where he led efforts to secure a multi-billion dollar federal
contract to serve as a first line of defense for influenza pandemics and biological threats. As part of that effort, he led the
formation of a state-owned biomanufacturing company (Kalon Biotherapeutics) and was subsequently appointed founding CEO
of Kalon that would develop and manufacture biologics for clinical and commercial supply for pharmaceutical and biotech companies.
In addition to raising capital, Mr. Strong oversaw the successful sale, in 2014, of Kalon to a subsidiary of FUJIFILM Corporation
and Mitsubishi Corporation. Mr. Strong has a J.D., Law from South Texas College of Law. Mr. Strong was a Director and
Chair of the Compensation Committee for Braemer Hotels & Resorts which is listed on the NYSE from November 2013
to May 2017.


 


Chandrakant
Panchal – Lead Independent Director – Dr. Panchal is the Founder of Axcelon Biopolymers Corp., a biotechnology
company where he is Chairman, CEO and CSO. From 1989 to 1999 he was Co-Founder, President, and CEO of Procyon Biopharma Inc., which
he took public on the TSXV in 1998 and later on the TSX in 2000. Thereafter, Dr. Panchal was CSO at Procyon until its merger
with Cellpep, Inc (2006). He was then Senior Executive VP of Business Development at the merged entity, Ambrilia Biopharma
Inc. During his term at Procyon and Ambrilia, he led several licensing and M&A transactions with pharmaceutical and biotechnology
companies relating to cancer and HIV drugs developed by the company. Dr. Panchal sits on the boards of Pure Global Cannabis
Inc. (as Chairman) (TSXV:PURE), Canadian Oil Recovery & Remediation Enterprises (TSXV:CVR), Avicanna Inc.(as Lead Director)
(TSX:AVCN) and was until recently, a board member of MaRS Innovation and Avivagen (TSXV:VIV). Dr. Panchal obtained a PhD in
biochemical engineering from Western University.


 






     


    	 	A-5	 



    

 





Other Committees


 


Corporate Governance and Nominating
Committee


 


The
Board has established a corporate governance and nominating committee currently comprised of Dr. Chandrakant Panchal (Chair)
and Mr. Andrew Strong, each of whom is independent within the meaning of Section 1.4 of National Instrument 52-110
 – Audit Committees.


 


The purpose of our Corporate Governance
and Nominating Committee is to:


 


		·	assist our Board in identifying prospective
director nominees and recommend to our Board the director nominees for each annual meeting of shareholders;



 


		·	recommend members for each Board committee;



 


		·	ensure that our Board is properly constituted
to meet its fiduciary obligations to the Corporation and its shareholders and that we follow appropriate governance standards;



 


		·	develop and recommend to our Board governance
principles applicable to us;



 


		·	oversee the succession planning for senior
management; and



 


		·	oversee the evaluation of our Board and
management.



 


Audit Committee


 


The Board has established an Audit Committee
currently comprised of Albert Beraldo (Chair), Chandrakant Panchal and William Li.


 


For further information regarding the Audit
Committee, see the annual information form (the “AIF”) of the Corporation dated June 24, 2019 for the year
ended March 31, 2019, under the heading “Audit Committee Information”. A copy of AIF can be found on SEDAR at
www.sedar.com, however we will promptly provide a copy of this document to any securityholder of the Corporation free of charge
upon request.


 


Assessments


 


It is the Board’s mandate, in conjunction
with the Corporate Governance and Nominating Committee, to assess the participation, contributions and effectiveness of the Chair
and the individual members of the Board on an annual basis. The Board also monitors the effectiveness of the Board and its committees
and the actions of the Board as viewed by the individual directors and senior management.


 


The Board has developed a formal questionnaire
to be completed by each director on an annual basis for the purpose of formally assessing the effectiveness of the Board as a whole,
committees of the Board, and the contribution of individual directors. These questionnaires, and the issues arising therefrom,
are intended to be reviewed and assessed by the Lead Director on an annual basis or more frequently from time to time as the need
arises. The Lead Director takes appropriate action as required based on the results obtained.


 


Director Term Limits and Other Mechanisms
of Board Renewal


 


The Board has not adopted term limits for
directors or other mechanisms of board renewal at this time as it believes that the imposition of director term limits or other
mechanisms of board renewal on a board implicitly discounts the value of experience and continuity amongst the board members and
runs the risk of excluding experienced and potentially valuable board members as a result of arbitrary determination. The Board
believes that it can best strike a balance between continuity and fresh perspectives without mandated term limits or other mechanisms
of board renewal.


 



     


    	 	A-6	 



    

 





Diversity


 


The
Corporate Governance and Nominating Committee takes diversity,
including diversity of experience, perspective, education, race and gender, into consideration as part of its overall recruitment
and selection process in respect of its Board and management. The Corporation does not have a formal policy on the representation
of women on the Board or management of the Corporation. The Board does not believe that a formal policy will necessarily result
in the identification or selection of the best candidates. As such, the Corporation does not see any meaningful value in adopting
a formal policy in this respect at this time as it does not believe that it would further enhance gender diversity beyond the current
recruitment and selection process carried out by the Corporate Governance and Nominating Committee.
However, the Board is mindful of the benefit of diversity on the Board and management of the Corporation and the need to maximize
the effectiveness of the Board and management and their respective decision-making abilities.


 


The
Corporate Governance and Nominating Committee believes that having
a diverse Board and management team offers a depth of perspective and enhances Board and management operations. The Corporate Governance
and Nominating Committee does not specifically define diversity, but values diversity of experience, perspective, education, race
and gender as part of its overall annual evaluation of director nominees for election or re-election as well as candidates for
management positions. Recommendations concerning director nominees are, foremost, based on merit and performance, but diversity
is taken into consideration, as it is beneficial that a diversity of backgrounds, views and experiences be present at the Board
and management levels.


 


In addition, in searches for new directors
or officers, the Corporate Governance and Nominating Committee will consider the level of female representation and diversity on
the Board and in management and this will be one of several factors used in its search process. This will be achieved through continuously
monitoring the level of female representation on the Board and in management positions and, where appropriate, recruiting qualified
female candidates as part of the Corporation’s overall recruitment and selection process to fill Board or management positions,
as the need arises, through vacancies, growth or otherwise.


 


The Board has not adopted targets regarding
the representation of women on the Board and in executive officer positions due to the small size of the Corporation and the need
to consider a balance of criteria in each individual appointment. It is important that each appointment to the Board or in executive
officer positions be made, and be perceived as being made, on the merits of the individual and the needs of the Corporation at
the relevant time. In addition, targets based on specific criteria such as gender could limit the Board’s ability to ensure
that the overall composition of the Board or management of the Corporation meets the needs of the Corporation. Currently two (66.7%)
of the executive officers of the Corporation are women, and one (16.7%) director is a woman. Assuming election of all the director
nominees identified in the management information circular dated August 19, 2019, further to the annual general meeting of
the shareholders of the Corporation to be held on September 24, 2019, two of the directors (33%) will be women.


 






     


     


    

 





APPENDIX B


 


MANDATE OF THE BOARD OF DIRECTORS


 


Purpose


 


The board of directors (the “Board”)
of Medicenna Therapeutics Corp. (the “Corporation”) is responsible for the proper stewardship of the Corporation.
The Board is mandated to represent the shareholders to select the appropriate Chief Executive Officer (“CEO”), assess
and approve the strategic direction of the Corporation, ensure that appropriate processes for risk assessment, management and internal
control are in place, monitor management performance against agreed bench marks, and assure the integrity of financial reports.


 


Membership and Reporting


 


		1.	A majority of the directors of the Board will be “independent” as defined by National
Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”) and applicable stock exchange
rules. The Board will have no more than the maximum set out in the Corporation’s articles and by-laws, which maximum number
the Board will reassess from time to time having consideration for the particular needs of the Corporation.



 


		2.	Appointments to the Board will be reviewed on an annual basis. The Corporate Governance and Nominating
Committee, in consultation with the CEO, is responsible for identifying and recommending new nominees with appropriate skills to
the Board.



 


		3.	The Board will report to the shareholders of the Corporation.



 


Terms of Reference


 


Meetings


 


		1.	The Board will meet as required, but at least once quarterly.



 


		2.	The independent directors will meet as required, without the non-independent directors and members
of management, but at least twice annually.



 


Meeting Preparation and Attendance


 


		3.	In connection with each meeting of the Board and each meeting of a committee of the Board of which
a director is a member, each director will:



 


		a.	review thoroughly the materials provided to the directors in connection with the meeting and be
adequately prepared for the meeting; and



 


		b.	attend each meeting in person, by phone or by video-conference depending on the format of the meeting,
to the extent practicable.



 


Corporate Planning and Performance


 


		4.	The Board will:



 


		a.	adopt a strategic planning process and approve a strategic plan each year; and



 


		b.	approve and monitor the operational plans and budgets of the Corporation submitted by management
at the beginning of each fiscal year.



 






     


    	 	B-2	 



    

 





In establishing corporate performance objectives,
the Board will:


 


		a.	ensure that it has adequate opportunity and information available to it to gain knowledge of the
business and the industry sufficient to make fully informed decisions and to adopt meaningful and realistic long-term and short-term
strategic objectives for the Corporation. This may include the opportunity for the Board to meet from time to time with industry,
medical and scientific experts in related fields of interest;



 


		b.	ensure that effective policies and processes are in place relating to the proper conduct of the
business, the effective management of risk and the values to be adopted by the Corporation; and



 


		c.	if applicable, ensure that appropriate and effective environmental and occupational health and
safety policies are in place, are operational and are supported by adequate resources.



 


The Board will:


 


		a.	ensure the integrity of the Corporation’s financial reporting and internal control and disclosure
policies and processes;



 


		b.	review the Corporation’s quarterly and year-end audited financial statements;



 


		c.	review annual audit plans and findings and monitor the implementation of audit recommendations;



 


		d.	ensure that the Board has available to it any independent external advice that may be required
from time to time; and



 


		e.	implement, or delegate the implementation of measures for receiving feedback from stakeholders.



 


Risk Management and Ethics


 


		5.	The Board will:



 


		a.	ensure that the business of the Corporation is conducted in compliance with applicable laws and
regulations and according to the highest ethical standards;



 


		b.	identify and document the financial risks and other risks that the Corporation faces in the course
of its business and ensure that such risks are appropriately managed; and



 


		c.	adopt a disclosure policy.



 


Shareholder Communication


 


		6.	The Board will ensure that effective communication and disclosure policies are in place between
the Board and the Corporation’s shareholders, other stakeholders and the public. The Board will determine, from time to time,
the appropriate criteria against which to evaluate performance against shareholder expectations and will set corporate strategic
goals and objectives within this context. The Board will regularly review its criteria for the evaluation of shareholder expectations
to ensure that they remain relevant to changing circumstances.



 


Supervision of Management


 


		7.	The Board will:



 


		a.	to the extent feasible, satisfy itself as to the integrity of the CEO and other executive officers
and that all such officers are creating a culture of integrity throughout the Corporation;



 






     


    	 	B-3	 



    

 


		b.	ensure that the CEO is appropriately managing the business of the Corporation;



 


		c.	ensure appropriate succession planning is in place (including appointing, training and monitoring
senior management), in particular with respect to the CEO position;



 


		d.	establish corporate objectives for the CEO annually and evaluate the performance of the CEO against
these corporate objectives;



 


		e.	consider and approve major business initiatives and corporate transactions proposed by management;
and



 


		f.	ensure the Corporation has internal control and management information systems in place.



 


Management of Board Affairs


 


		8.	The Board will:



 


		a.	ensure that an appropriate governance structure is in place, including a proper delineation of
roles and clear authority and accountability among the Board, Board committees, the CEO and the Chief Financial Officer (or its
functional equivalent);



 


		b.	develop a process for the orientation and education of new members of the Board;



 


		c.	support continuing education opportunities for all members of the Board;



 


		d.	in conjunction with the Corporate Governance and Nominating Committee, assess the participation,
contributions and effectiveness of the Chair of the Board, and individual Board members on an annual basis;



 


		e.	monitor the effectiveness of the Board and its committees and the actions of the Board as viewed
by the individual directors and senior management;



 


		f.	ensure that Board meetings operate effectively, agendas are focused on the governance role of the
Board, and that the Board is able to function independently of management when required;



 


		g.	ensure that effective governance policies are in place regarding the conduct of individual directors
and employees, including but not limited to, policies relating to insider trading and confidentiality and conflict of interest;



 


		h.	establish the committees of the Board it deems necessary or as required by applicable law to assist
it in the fulfillment of its mandate; and



 


		i.	disclose on an annual basis the mandate, composition of the Board and its committee