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BURCON NUTRASCIENCE CORPORATION

Notice of Annual Meeting of Shareholdersto be
held on September 8, 2016

Management Proxy Circular







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TABLE OF CONTENTS

|LETTER
      TO SHAREHOLDERS                                                       | 1 
|---------------------------------------------------------------------------------- | --
|NOTICE
      OF ANNUAL MEETING OF SHAREHOLDERS                                     | I 
|MANAGEMENT
      PROXY CIRCULAR                                                    | 1 
|GENERAL
      PROXY INFORMATION                                                    | 1 
|WHO
      CAN VOTE                                                                 | 1 
|OBTAINING
      A PAPER COPY OF MANAGEMENT PROXY CIRCULAR AND FINANCIAL STATEMENTS | 2 
|HOW
      YOU CAN VOTE                                                             | 2 
|DISTRIBUTION
      OF MEETING MATERIALS TO BENEFICIAL SHAREHOLDERS                 | 3 
|SOLICITATION
      OF PROXIES                                                      | 3 
|APPOINTMENT
      AND REVOCATION OF PROXIES                                        | 3 
|EXERCISE
      OF DISCRETION                                                       | 4 
|VOTES
      NECESSARY TO PASS RESOLUTIONS                                          | 4 
|MAJORITY
      VOTING FOR DIRECTORS                                                | 5 
|MATTERS
      TO BE ACTED UPON AT THE MEETING                                      | 5 
|ELECTION
      OF DIRECTORS                                                        | 5 
|APPOINTMENT
      OF AUDITORS                                                      | 11
|SECURITIES
      AUTHORISED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS           | 12
|CORPORATE
      GOVERNANCE DISCLOSURE                                              | 15
|BOARD
      OF DIRECTORS                                                           | 15
|BOARD
      MANDATE AND ETHICAL BUSINESS CONDUCT                                   | 17
|POSITION
      DESCRIPTIONS                                                        | 18
|ORIENTATION
      AND CONTINUING EDUCATION                                         | 18
|NOMINATION
      OF DIRECTORS AND COMPENSATION                                     | 18
|CORPORATE
      GOVERNANCE COMMITTEE                                               | 20
|ASSESSMENT                                                                         | 20
|DIRECTOR
      TERM LIMITS AND GENDER DIVERSITY                                    | 20
|OBJECTIVES
      FOR THE YEAR ENDING MARCH 31, 2017                                | 21
|AUDIT
      COMMITTEE AND DISCLOSURE UNDER NATIONAL INSTRUMENT 52-110              | 21
|STATEMENT
      OF EXECUTIVE COMPENSATION                                          | 21
|COMPENSATION
      DISCUSSION AND ANALYSIS                                         | 21
|COMPONENTS
      OF EXECUTIVE COMPENSATION                                         | 24
|PERFORMANCE
      GRAPH                                                            | 26
|COMPENSATION
      OF EXECUTIVE OFFICERS                                           | 28
|OUTSTANDING
      OPTION-BASED AND SHARE-BASED AWARDS                              | 29
|EMPLOYMENT
      AND CONSULTING CONTRACTS WITH NAMED EXECUTIVE OFFICERS            | 31
|ESTIMATED
      TERMINATION PAYMENTS                                               | 35
|COMPENSATION
      OF DIRECTORS                                                    | 35
|DIRECTOR
      COMPENSATION TABLE                                                  | 36
|OUTSTANDING
      OPTION-BASED AND SHARE-BASED AWARDS                              | 37
|EXECUTIVE
      COMPENSATION-RELATED FEES                                          | 38
|ADDITIONAL
      INFORMATION                                                       | 38
|INDEBTEDNESS
      OF DIRECTORS AND EXECUTIVE OFFICERS                             | 38
|INTEREST
      OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON                      | 39
|INTEREST
      OF INFORMED PERSONS IN MATERIAL TRANSACTIONS                        | 39
|MANAGEMENT
      CONTRACTS                                                         | 40

---

|REQUESTING
      DOCUMENTATION                         | 41
|------------------------------------------------------ | --
|DIRECTORS'
      APPROVAL                              | 41
|SCHEDULE
      "A" BOARD OF DIRECTORS' MANDATE         | A 
|SCHEDULE
      "B" CODE OF BUSINESS ETHICS AND CONDUCT | B 

- 2 -

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BURCON NUTRASCIENCE CORPORATION 1946 West Broadway
Vancouver, British Columbia V6J 1Z2 Telephone: (604) 733-0896
Facsimile: (604) 733-8821

LETTER TO SHAREHOLDERS

July 25, 2016

Dear Fellow Shareholders,

The market for plant-based protein ingredients is stronger than
ever. The current estimate of the plant protein market is over $7 billion US and
is projected to grow to $10 billion US by 2020. Consumers are not only looking
for nutritious products but are actively seeking out clean-label foods and
beverages that are natural and non-GMO. The shift away from animal-based protein
ingredients has strong momentum and we expect this trend to continue to
grow.

Our Peazazz® pea protein fits perfectly with this
growing demand for clean non-GMO protein ingredients. Food and beverage
manufacturers are increasingly formulating new products using pea protein and
with significant improvements over conventional pea protein, our
Peazazz® could be well-positioned to compete in the growing
plant-based protein ingredient market.

In addition to our Peazazz® pea protein isolate,
Burcon produces a pea protein concentrate co-product branded
Peazac, that is nutritionally and functionally competitive to pea
protein concentrates on the market. Part of Burcons efforts to commercialize
our pea protein technology is to determine the commercial value of all of its
unique and value-added protein products, including its premium
Peazazz® pea protein isolate and its Peazac pea protein
concentrate.

In our discussions with our potential partners for our
Peazazz® technology, we have established the critical items to move
this technology forward to commercialization. Analytical testing, process
analysis and market conditions were all examined and completed as part of the
due diligence during the discussions. Moreover, we looked into potential
locations for a scalable Peazazz® production facility. With many of the critical
items now completed, we continue to work closely with these potential partners
to further develop the retail market for our Peazazz® pea protein. We
are excited about the potential of Peazazz®, as a plant-based protein
ingredient, in a broad range of retail foods and beverages.

---

In the past year, our license partner, Archer Daniels Midland
Company (ADM) began construction of the first full-scale CLARISOY
commercial production plant in Decatur, Illinois. Since announcing its intention
in March 2014 to expand commercial production of CLARISOY, ADM has
made significant efforts to market CLARISOY on a global basis. The
synergies from the WILD Flavors acquisition have allowed ADM to provide
comprehensive ingredient solutions to its customers. ADM has been working
closely with a number of food and beverage manufacturers to incorporate
CLARISOY into their existing and new product lines. ADM announced
that we will see CLARISOY soy protein fortified in a nationally
branded juice beverage later this year.  We could expect to see more products fortified using CLARISOY soy protein begin to roll out later this year.

The CLARISOY line of soy proteins now consists of
six variations: CLARISOY 100, 110, 120 and 150, all well-suited for
low pH applications and with target markets that include low pH beverages, high
protein meal replacements, powdered beverages and non-dairy creamer
formulations; and CLARISOY 170 and 180, well-suited for neutral pH
applications such as dairy protein replacement, weight management products and
high-protein replacement beverages.

At the 2015 IFT Expo in Chicago, ADM showcased
CLARISOY in three dairy-alternative applications: 1) Caramel coconut
cold brew coffee; 2) Iced cinnamon roll protein smoothie; and 3) Vegan rich
vanilla soft serve ice cream. All three applications were well received at the
show with the ice cream application being the unexpected standout. In addition
to low pH juice and ready-to-drink beverages, dairy-alternative food and
beverage is now a major target market for CLARISOY.

We are excited to see our CLARISOY in a broad range
of product applications. ADM has done a fantastic job at developing the market
and promoting CLARISOY to an expanded customer base. The
CLARISOY line of soy proteins is now under the portfolio of Wild
Flavors & Specialty Ingredients and part of a growing business unit that is
projected to grow to US$10 billion in sales. ADM is, in many ways, the perfect
partner to bring our CLARISOY soy protein technology to the global market.

Over the year, we continued to bolster our intellectual
property (IP) portfolio with an addition of four U.S. patent grants bringing
the companys patent portfolio to 200 issued patents in various countries. Our
team continues to develop new processes while also identifying any IP space that
requires protection as part of Burcons defensive strategy. We have a strong IP
portfolio for plant-based extraction technologies which remains as Burcons
strongest asset moving forward in potential partnership discussions.

Our shareholders have been supportive and patient over this
past year as we anticipate our transition to a revenue-generating company. We
completed an over-subscribed rights offering in April 2015 for gross proceeds of
$3.5 million and net proceeds of $3.35 million. The proceeds allowed us to
continue our operations of supporting ADM in commercializing
CLARISOY and to provide large amounts of Peazazz® samples
to develop products for use in the retail foods and beverage market. Subsequent
to year-end, we issued a convertible note for the principal amount of $2.0
million, with net proceeds of $1.93 million.

- 2 -

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We are encouraged by ADMs effort to bring CLARISOY
to the global market and look forward in the coming year on adding value to
Burcon and its shareholders. We continue to push forward with commercializing
our Peazazz® and canola proteins in this health-driven specialty
protein ingredient market.

In closing, I would like to sincerely thank my fellow
shareholders for their continued support and also everyone here at Burcon, for
their dedication and excellence. I look forward to a great year ahead of us, one
in which we may see our efforts come to fruition.

Yours truly,

"Allan Yap"

Allan Yap Chairman and Chief Executive Officer

- 3 -

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BURCON NUTRASCIENCE CORPORATION 1946 West Broadway
Vancouver, British Columbia V6J 1Z2 Telephone: (604) 733-0896
Facsimile: (604) 733-8821

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO OUR
  SHAREHOLDERS:

Burcon NutraScience Corporation's (the
"Corporation" or "Burcon") Annual Meeting (the "Meeting") will be held on
September 8, 2016, at 10:00 a.m. (Vancouver time) in the Strategy Room, Room 320
at The Morris J. Wosk Centre for Dialogue, 580 West Hastings Street, Vancouver,
British Columbia, V6B 1L6, for the following purposes:

| | a) | to receive the report of the directors;                                                                                                                                            
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                    
| | b) | to receive the audited consolidated financial statements of the
      Corporation for the fiscal year ended March 31, 2016, together with the
      report of the auditors thereon;
| |    |                                                                                                                                                                                    
| | c) | to elect directors for the ensuing year;                                                                                                                                           
| |    |                                                                                                                                                                                    
| | d) | to appoint auditors and to authorize the directors to fix their
      remuneration;                                                                                                
| |    |                                                                                                                                                                                    
| | e) | to transact such other business as may properly come before the
      Meeting or any adjournment of the Meeting; and                                                               
| |    |                                                                                                                                                                                    
| | f) | to consider any amendment to or variation of any matter identified in
      this Notice.                                                                                           

Our Management Proxy Circular and form
of proxy accompany this Notice. The Management Proxy Circular contains details
of matters to be considered at the Meeting.

**If you are unable to attend
the Meeting in person and wish to ensure that your shares will be voted at the
Meeting, you must complete, date, execute and deliver the accompanying form of
proxy by fax at 1-866-249-7775 (within North America) or (416) 263-9524 (outside
North America), by hand or by mail to Computershare Investor Services Inc. at
Proxy Dept., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, in
accordance with the instructions set out in the form of proxy and in the
Management Proxy Circular.**

If you plan to attend the Meeting you
must follow the instructions set out in the form of proxy and in the Management
Proxy Circular to ensure that your shares will be voted at the Meeting.

- i -

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**DATED** at Vancouver,
British Columbia on July 25, 2016.

BY ORDER OF THE BOARD OF DIRECTORS

"Johann F. Tergesen"

Johann F. Tergesen

President and Chief Operating Officer

- ii -

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BURCON NUTRASCIENCE CORPORATION

1946 West Broadway Vancouver, British Columbia V6J 1Z2
Telephone: (604) 733-0896 Facsimile: (604) 733-8821

MANAGEMENT PROXY CIRCULAR

as at July 25, 2016

**The board of directors
(the "Board") of Burcon NutraScience Corporation (the "Corporation") is
delivering this management proxy circular (the "Management Proxy Circular") to
you in connection with the solicitation of proxies for use at the annual meeting
of its shareholders (the "Meeting") to be held on September 8, 2016 at the time
and place and for the purposes set forth in the accompanying Notice of Meeting.
In this Management Proxy Circular, unless the context otherwise requires, all
references to "Burcon NutraScience Corporation", "Burcon", "we", "us" and "our"
refer to Burcon NutraScience Corporation.**

GENERAL PROXY INFORMATION

Who Can Vote

Burcon is authorized to issue an
unlimited number of common shares ("Common Shares") without nominal or par
value. As of July 25, 2016, we had outstanding 35,832,750 Common Shares. Persons
who on July 25, 2016 are recorded on our share register as holders of our Common
Shares can vote at the Meeting. Each Common Share has the right to one vote.

To the knowledge of our directors
and officers, as of July 25, 2016, the only person or corporation who
beneficially owns, directly or indirectly, or exercises control or direction
over, Common Shares carrying 10% or more of the voting rights attached to all
outstanding Common Shares of Burcon is:

Number of Shares Held
    Percentage of Voting SharesITC Corporation Limited ("ITC") (a Bermuda Company)
    7,477,821*
    20.87%


Note:

|* | 5,476,176 of these shares are held by Large Scale Investments Limited
      and 2,001,645 of these shares are held by Great Intelligence Limited, both
      of which are British Virgin Islands companies and direct wholly-owned
  subsidiaries of ITC (web site: www.itc.com.hk), a company whose
shares are listed on The Stock Exchange of Hong Kong Limited.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1

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Obtaining a Paper Copy of Management Proxy Circular and
Financial Statements

In lieu of mailing the Notice of
Meeting, Management Proxy Circular and our audited financial statements and
management's discussion and analysis for the year ended March 31, 2016, the
Corporation is using notice-and-access to provide an electronic copy of these
documents to registered shareholders and beneficial shareholders of the
Corporation's Common Shares by posting them on www.burcon.ca and on the
Corporation's profile on www.SEDAR.com.

If you wish to obtain a paper
copy of these documents or for more information regarding notice-and-access, you
may call us toll free at 1-888-408-7960 from Canada or the United States or
604-408-7960 if you are calling from another country. You must call to request a
paper copy by August 12, 2016 in order to receive a paper copy prior to the
deadline for submission of your voting instructions or form of proxy. If your
request is received on or after the date of the Meeting, then the documents will
be sent to you within ten calendar days of your request. Burcon will provide a
paper copy of the documents to any registered or beneficial shareholder upon
request for a period of one year following the date of the filing of this
Management Proxy Circular on www.SEDAR.com.

If you are a registered
shareholder and have standing instructions to receive paper copies of these
documents and would like to revoke them, you may call us toll free at
1-888-408-7960 from Canada or the United States or 604-408-7960 if you are
calling from another country.

How You Can Vote

**If you are a registered
shareholder (i.e., your Common Shares are held in your name) you may vote your
Common Shares either by attending the Meeting in person or, if you do not plan
to attend the Meeting, by completing the accompanying form of proxy and
following the delivery instructions contained in it and this Management Proxy
Circular.**

**If you are a beneficial
shareholder (i.e., your Common Shares are held in "street name" because they are
registered in the name of a stockbroker or financial intermediary), you must
follow the instructions on the voting instruction form ("VIF"), which is similar
to a form of proxy, but is provided to you by your stock broker or financial
intermediary. If you do not follow the special procedures described by your
broker or financial intermediary, you will not be entitled to vote. If you are
unsure as to how to follow these procedures, please contact your
stockbroker.**

Should a Beneficial Shareholder
who receives a VIF wish to attend the Meeting or have someone else attend on his
or her behalf, the beneficial shareholder must complete, sign and return the VIF
in accordance with the instructions provided therein. If you do not follow the
special procedures described by your stockbroker or financial intermediary, you
will not be entitled to attend the Meeting or have someone else attend on your
behalf.

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Distribution of Meeting Materials to Beneficial Shareholders

The Corporation has distributed
copies of the notice-and-access notice and VIF to the depositories and
intermediaries for onward distribution to beneficial shareholders. In addition,
the notice-and-access notice and VIF may have been sent directly by the
Corporation or its agent, rather than through an intermediary, to non-objecting
beneficial owners under National Instrument 54-101 - Communication with
Beneficial Owners of Securities of a Reporting Issuer (NI 54-101).
Beneficial shareholders who have previously provided standing instructions will
receive a paper copy of the Notice of Meeting, Management Proxy Circular,
financial statements and related management discussion and analysis. If you are
a non-objecting beneficial shareholder and the Corporation or its agent has sent
these materials directly to you, your name and address and information about
your holdings and securities have been obtained in accordance with the
requirements of NI 54-101 from the intermediary holding on your behalf. All
costs of deliveries to beneficial shareholders will be borne by Burcon.

Solicitation of Proxies

The solicitation of proxies will
be primarily by mail, but proxies may be solicited personally or by telephone by
directors, officers and regular employees of Burcon. All costs of this
solicitation will be borne by Burcon.

Appointment and Revocation of Proxies

Registered Shareholders

**The individuals named in
the accompanying form of proxy are the President and Chief Operating Officer of
Burcon and the Senior Vice President, Legal and Corporate Secretary of Burcon.
You may also appoint some other person, who need not be a shareholder, to
represent you at the Meeting by inserting such other person's name in the blank
space provided in the form of proxy. A proxy will not be valid unless the
completed, signed and dated form of proxy is delivered to Computershare Investor
Services Inc. by fax at 1-866-249-7775 (within North America) or (416) 263-9524
(outside North America), by mail or by hand at its office at Proxy Dept., 100
University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 not less than 48 hours
(exclusive of non-business days) before the Meeting or any adjournment thereof
at which the proxy is to be used.**

A registered shareholder may revoke a
proxy by

(a)     
providing a written notice of revocation to Computershare Investor Services Inc.
by fax at 1-866-249-7775 (within North America) or (416) 263-9524 (outside North
America), by mail or by hand at its office at Proxy Dept., 100 University
Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 at any time up to and including the
last business day that precedes the day of the Meeting or, if the Meeting is
adjourned, that precedes the reconvening thereof,

(b)     
providing a written notice of revocation to Burcon at its head office which is
located at 1946 West Broadway, Vancouver, British Columbia, V6J 1Z2 at any time
up to and including the last business day that precedes the day
of the Meeting or, if the Meeting is adjourned, that precedes the reconvening
thereof,

- 3 -

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(c)      providing a written notice
of revocation to the Chairman of the Meeting on the day of the Meeting and
before any vote in respect of which the proxy to be used is taken that you are
revoking your proxy and voting in person at the Meeting, or

(d)      any other manner provided
by law.

Your revocation of a proxy will
not affect a matter on which any vote has already been taken.

Beneficial Shareholders

If you are a beneficial
shareholder and wish to revoke your VIF, you should contact you stock broker or
financial intermediary directly.

Exercise of Discretion

The nominees named in the
accompanying form of proxy will vote or withhold from voting the Common Shares
represented by the proxy in accordance with your instructions on any ballot that
may be called for and if you specify a choice with respect to any matter to be
acted upon, the Common Shares will be voted accordingly. The proxy grants the
nominees the discretion to vote on

| | (a) | each matter or group of matters identified in the proxy where you do
      not specify how you want to vote, except for the election of directors and
      the appointment of auditors,
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                         
| | (b) | any amendment to or variation of any matter identified in the proxy,
      and                                                                                                          
| |     |                                                                                                                                                                                         
| | (c) | any other matter that properly comes before the Meeting.                                                                                                                                

**If on a particular matter
to be voted on, you do not specify in your proxy the manner in which you want to
vote, your Common Shares will be voted as recommended by management.**

As of the date of this Management
Proxy Circular, we know of no amendment, variation or other matter that may come
before the Meeting, but if any amendment, variation or other matter properly
comes before the Meeting each proxyholder named in the proxy can vote in
accordance with their discretion.

Votes Necessary to Pass Resolutions

Burcon's by-laws provide that a
quorum for the transaction of business at any shareholders' meeting is two
persons present in person or by proxy representing 5% of the outstanding Common
Shares entitled to vote at the Meeting. A simple majority of affirmative votes
cast at the Meeting is required to pass the resolutions other than the election
of directors and appointment of auditor. If there are more nominees for election
as directors or appointment as Burcon's auditor than there are
vacancies to fill, those nominees receiving the greatest number of votes will be
elected or appointed, as the case may be, until all such vacancies have been
filled. If the number of nominees for election or appointment is equal to the
number of vacancies to be filled all such nominees will be declared elected or
appointed by acclamation.

- 4 -

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Majority Voting for Directors

The Board has adopted a majority
voting policy for the election of directors. Pursuant to this policy, any
nominee proposed for election as a director in an uncontested election who
receives, from the shares voted at the meeting in person or by proxy, a greater
number of shares withheld than shares voted in favour of his or her election,
must promptly tender his or her resignation to the board of directors of the
Corporation. The Board will promptly accept the resignation unless it is
determined that there are extraordinary circumstances relating to the
composition of the board or the voting results that should delay the acceptance
of the resignation or justify rejecting it. The Board will make its decision and
reasons available to the public within 90 days of the annual meeting.

MATTERS TO BE ACTED UPON AT THE MEETING

Election of
  Directors

Burcon's Articles of
Incorporation provide that the Board is to be comprised of a minimum of three
directors and a maximum of ten directors. The number of directors is fixed by
the Board, and has been fixed at seven for the ensuing year. The term of office
of each of the present directors expires at the conclusion of the Meeting.
The persons named below will be presented for election at the Meeting as
management's nominees and the persons named in the accompanying form of proxy
intend to vote for the election of these nominees. Management does not
contemplate that any of these nominees will be unable to serve as a director;
however, if for any reason any proposed nominee does not stand for election or
is unable to serve as such, proxies in favour of management's designees will be
voted for another nominee in its discretion unless the shareholder has specified
in his proxy that his or her Common Shares are to be withheld from voting on the
election of directors. Each director elected will hold office until the
conclusion of the next annual meeting of shareholders of Burcon or until his or
her successor is elected or appointed, unless his or her office is earlier
vacated in accordance with our by-laws or with the provisions of the Business
Corporations Act (Yukon).

The following table sets out the
names of the nominees for election as directors, the province and/or country in
which each is ordinarily resident, all offices of Burcon now held by each of
them, their principal occupations, the period of time for which each has been a
director of Burcon, and the number of Common Shares of Burcon beneficially owned
by each, directly or indirectly, or over which control or direction is
exercised, as at July 25, 2016. A biography of each director, which includes a
five year history of employment, follows under "Biographies of Directors".

- 5 -

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Name, Position and Country
      of Residence(1)
    Principal
      Occupation During the Previous Five
      Years(1)
    Period as a
      Director of the Corporation
    Common Shares
      Held(1)Allan Yap, Chairman of the Board, Chief Executive
      Officer and Director, Hong Kong, China
    Chairman and Chief Executive
      Officer of Burcon
    Since November 3, 1998
    1,484,261Rosanna Chau, Director, Hong Kong, China
    Deputy Chairman and Managing
      Director of ITC (investment holding)
    Since November 3, 1998
    448,634David Lorne John Tyrrell, Director, Alberta,
      Canada
    Director, Li Ka Shing Institute
      of Virology, University of Alberta since April 2010; Distinguished
      University Professor since 2010; Glaxo SmithKline Chair in Virology,
      Department of Medical Microbiology and Immunology, University of Alberta
      since 2004; Chief Scientific Officer of KMT (biotechnology company in
      Edmonton) since 2004; Professor of Medical Microbiology & Immunology,
      University of Alberta since 1982
    Since December 1, 2009
    13,712(2)Alan Chan, Director, Hong Kong, China
    Executive director of ITC
      Properties Group Ltd. ("ITC Properties") (property development and
      investment) since March 2010 and ITC (investment holding) since March
      2009; Alternate (non-executive) director to Dr. Chan Kwok Keung, Charles
      of PYI Corporation Limited from July 2010 to September 2014; Executive
      director of PYI Corporation Limited since November 2011
    Since April 20, 2010
    NIL


- 6 -

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Name, Position and Country
      of Residence(1)
    Principal
      Occupation During the Previous Five
      Years(1)
    Period as a
      Director of the Corporation
    Common Shares
      Held(1)Matthew Hall, Director, British Columbia,
      Canada
    Non-executive director of Agrifoods International
      Co-operative since March 2014; Director of Happy Planet Foods, Inc.
      (natural food and juice company) since October 2013; Director of Earth's
      Own Food Company Inc. (non-dairy beverages company) since October 2013;
      Executive in Residence and member of Advisory Board, University of
      Victoria Peter B. Gustavson School of Business since May 2011; Associate,
      Goodbrand (Management Consultancy) since May 2011; Principal Consultant,
      Marketing, Communications and Sales at Matt Hall and Associates since
      April 2010
    Since July 12, 2011
    2,213J. Douglas Gilpin, Director, Alberta, Canada
    Consultant, providing corporate governance, corporate
      director and business advisory services
    Since September 1, 2011
    NILPeter H. Kappel Director, British Columbia,
      Canada
    Corporate Director
    Since January 28, 2016
    49,051(3)


| | (1) | The information as to province, country of residence, principal
      occupation, and Common Sharesbeneficially owned has been
      furnished by the respective nominees.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | 1,535 of these Common Shares are held by Kathleen Tyrrell (daughter)
      and 2,555 of these Common Shares are held by spouse, Lee Ann Tyrrell.                          
| | (3) | 7,801 of these Common Shares are held by Philip Kappel (son) and 8,254
      of these Common Shares are held by Stefanie Kappel (spouse).                                 

Biographies of Directors

**Allan Yap** 
Director, Chairman and Chief Executive Officer

Dr. Yap has over 30 years of
experience in finance, investment and banking and holds an Honorary degree of
Doctor of Laws. Dr. Yap is an executive director and chairman of both Hanny
Holdings Limited, Rosedale Hotel Holdings Limited as well as Meike International
Holdings Limited, and a non-executive director and the chairman of SMI Holdings
Group Limited,, all of which are companies whose shares are listed on the main
board of The Stock Exchange of Hong Kong Limited. Dr. Yap is the chairman and
chief executive officer of China Enterprises Limited, a company whose shares are
traded on the OTC Securities Market in the United States of America. He is also
the executive chairman of Hanwell Holdings Limited and Tat Seng Packaging Group
Ltd., both of which are companies whose shares are listed on the Singapore
Exchange Limited.

- 7 -

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**Rosanna Chau** 
Director

Ms. Chau is the Deputy Chairman
and Managing Director of ITC, an investment holding company which has interests
in a diverse portfolio of businesses and the shares of which are listed on The
Stock Exchange of Hong Kong Limited. She is responsible for ITC's operations and
business development and has over 35 years of experience in international
corporate management and finance. Ms. Chau holds a Bachelor's Degree in Commerce
at the University of Alberta and a Master's Degree in Commerce at the University
of New South Wales and has been awarded the Certificate in Traditional Chinese
Medicine: A Way to Health at the Chinese University of Hong Kong. She has
professional accounting qualifications and experience in different jurisdictions
and is a fellow member of the Hong Kong Institute of Certified Public
Accountants and the CPA Australia and a member of the Chartered Professional
Accountants of British Columbia. Ms. Chau is a member of the General Committee
of The Chamber of Hong Kong Listed Companies, a non-profit organization serving
listed companies and other industry bodies in Hong Kong.

**David Lorne John
Tyrrell**  Director

D. Lorne Tyrrell is the Glaxo
SmithKline Chair in Virology in the Department of Medical Microbiology and
Immunology at the University of Alberta. Since 1986, he has focused his research
on viral hepatitis. Supported by the Canadian Institute of Health Research and
Glaxo Canada, Dr. Tyrrell's work on the development of antiviral therapy
resulted in the licensing of the first oral antiviral agent to treat chronic
hepatitis B infection  lamivudine - in 1998. Dr. Tyrrell holds more than 50
international patents for his studies on viral hepatitis. Dr. Tyrrell was Dean
of the Faculty of Medicine and Dentistry from 1994  2004 at the University of
Alberta and is currently the Chair of the Board of Directors of the Gairdner
Foundation. The Canada Gairdner International Awards recognizes excellence in
medical science research globally. Dr. Tyrrell has received numerous prestigious
awards including the Gold Medal of the Canadian Liver Foundation (2000), the FNG
Starr Award of the Canadian Medical Association (2004), the Principal Award of
the Manning Awards Foundation (2005) and the Queen Elizabeth II Diamond Jubilee
Medal (2012). Dr. Tyrrell was appointed Officer of the Order of Canada in 2002.
In April 2010, D. Lorne Tyrrell was appointed as the inaugural director of the
Li Ka Shing Institute of Virology at the University of Alberta. On April 28,
2011, Dr. Tyrrell was inducted to the Canadian Medical Hall of Fame. In 2015, he
was awarded the Canada Council for the Arts Killam Prize in Health Sciences.

**Alan Chan**
Director

Mr. Chan is an executive director
of ITC, ITC Properties, and PYI Corporation Limited. At ITC, Mr. Chan focuses on
private equity, venture capital and corporate finance transactions across
countries and industries. At ITC Properties, Mr. Chan is involved with the
investment and development of commercial, hospitality and residential projects
across Asia. In addition, he is the lead in developing new policies for green
and sustainable practices throughout the group. Mr. Chan is the director of
corporate finance at PYI Corporation Limited. Mr. Chan is also currently an
advisor to BEE Inc. (Bisagni Environmental Enterprise). Prior to joining ITC,
Mr. Chan worked in the Investment Banking Division of Goldman Sachs Group with a
focus on capital raising, mergers & acquisitions and strategic advisory for financial institutions
in Greater China and Southeast Asia. Mr. Chan is a graduate of Duke University
majoring in Political Science - International Relations and minoring in
Philosophy and Economics.

- 8 -

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**Matthew Hall **Director

Matthew Hall is a marketing and
consumer packaged goods veteran with unique expertise in step change marketing
initiatives. Mr. Hall had a 31-year career with Nestle, the world's largest food
and beverage company. As Senior Vice President of Global Marketing and Sales in
Vevey, Switzerland, Mr. Hall led the successful implementation of long-term best
practice changes which resulted in sustained growth and profit results for
Nestle Worldwide. Before returning to Canada, Mr. Hall initiated and executed
organizational re-designs and new product launches, introduced leading edge
sustainability processes, along with health, wellness and nutrition programs as
the CEO of Nestle UK Food and Beverage. He is now a consultant with Goodbrand in
London, England which is a leading advisor to several Fortune 500 companies in
the area of Sustainability and Corporate Social responsibility. Mr. Hall is also
the Chair of the International Board of advisors and is an Executive in
Residence at the Peter B.Gustavson School of Business in Victoria, B.C.,
Canada. Mr. Hall has been a director of Happy Planet Foods, Inc., a natural food
and juice company and Earth's Own Food Company Inc., a non-dairy beverages
company, since October 2013. Based in Canada, both Happy Planet and Earth's Own
are subsidiaries of Agrifoods International Cooperative Ltd. Since March 2014,
Mr. Hall has been on the board of directors of Agrifoods International
Cooperative, located in British Columbia.

**J. Douglas Gilpin **Director

Douglas Gilpin, FCA, FCPA,
ICD.D., retired from the partnership of KPMG LLP in 1999. In 2008, Mr. Gilpin
received a Life Service Award from The Institute of Chartered Accountants of
Alberta in recognition of 40 years experience in delivering professional
services to business and the community. During his 18 years tenure as a partner
in Advisory Services at KPMG he served as an audit engagement partner. He was a
member of the KPMG's National Quality Assurance, the National Financial
Institutions and Insurance Groups and he was the Quality Assurance Partner for
the Edmonton office for 10 years. Mr. Gilpin has consulted on corporate
governance, including compliance with the Sarbanes Oxley Act 404 and National
Instrument 52-109 reporting for issuers listed on the Toronto Stock Exchange
(the "TSX"). Mr. Gilpin has served as a director of Canada Health Infoway
("CHI") and a director of Afexa Life Sciences Inc. ("Afexa"), the makers of
COLD-FX, where he served as lead director until June 2011. He currently serves
as a director of The Institute of Health Economics of Alberta ("IHE"), Alberta
Innovates Technology Futures ("AITF") and in 2012 he was appointed to the Board
of the Health Quality Council of Alberta ("HQCA"). He was the chair of the
governance committee and a member of the audit committee of CHI, and is the
Chair of the audit committee for each of IHE, AITF and HQCA. Mr. Gilpin is
executive chair of The Inspections Group Inc., a privately owned company that
performs safety code inspection services, building, plumbing and gas and
electrical inspections in compliance with the Safe Codes Act of Alberta. Mr.
Gilpin is a member of the Institute of Corporate Directors and received his
ICD.D designation from the Institute in 2011. Mr. Gilpin was elected a Fellow of the
Institute of Chartered Accountants of Alberta in 2012.

- 9 -

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**Peter H. Kappel **Director

Mr. Kappel is a former investment
banker who now manages a private investment portfolio. A former chartered
accountant with KPMG in Vancouver and Frankfurt, he made the transition to
investment banking with JP Morgan (New York/Frankfurt) after business school. He
also served in senior roles at Nomura, Dresdner Kleinwort Wasserstein, Calyon
and DVB Bank in London. In the latter three, he was the Managing Director in
charge of their respective European Securitisation businesses. He was
responsible for many ground breaking transactions, a regular speaker at ABS
conferences and a founding and former executive committee member of the European
Securitisation Forum of the Bond Market Association. He holds an MBA from the
Institut Européen dAdministration des Affaires (INSEAD), a Bachelor of Arts
(Honours) degree in Economics from the University of Victoria and received his
Chartered Accountant designation through the Institute of Chartered Accountants
of British Columbia. Mr. Kappel is on the Board of Partnerships British
Columbia, where he serves as Audit Committee Chair.

Board Committees

Burcon does not have an executive
committee of its directors. Burcon has an audit committee, a corporate
governance committee and a nominating and compensation committee. The members of
the audit committee are J. Douglas Gilpin, Peter H. Kappel and Lorne Tyrrell.
The members of the corporate governance committee are J. Douglas Gilpin, Matthew
Hall and Lorne Tyrrell. The members of the nominating and compensation committee
are J. Douglas Gilpin, Matthew Hall and Peter H. Kappel. Bradford Allen served
on the audit committee and the nominating and compensation committee until his
resignation on January 27, 2016. Mr. Kappel was appointed as a member of these
two committees on January 28, 2016.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Other than as set out below, none
of the persons nominated for election as a director:

| | (a) | is, as at the date of this Management Proxy Circular, or has been
      within 10 years before the date of this Management Proxy Circular, a
      director or chief executive officer or chief financial officer of any
      company (including Burcon) that:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(i)      was subject to an order
that was issued while the proposed director was acting in the capacity as
director, chief executive officer or chief financial officer; or

(ii)      was subject to an order
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 a director, chief
executive officer, or chief financial officer.

- 10 -

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| | (b) | is at the date hereof, or has been within 10 years before the date of
      this Management Proxy Circular, a director or executive officer of any
      company (including Burcon) that 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
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | has, within the 10 years before this Management Proxy Circular become
      bankrupt, made a proposal under any legislation relating to bankruptcy or
      insolvency, or become subject to or instituted any proceedings,
      arrangement or compromise with creditors, or had a receiver, receiver
      manager or trustee appointed to hold the assets of the proposed director.                                                                                                                                                                                                                     

Ms. Rosanna Chau is the Deputy
Chairman and Managing Director of ITC, a company whose shares are listed on The
Stock Exchange of Hong Kong Limited. On November 15, 2005 the Securities and
Futures Commission (the "SFC") of Hong Kong criticized the board of directors of
ITC for breaching Rule 21.3 of the Code on Takeovers and Mergers (the "Takeovers
Code") in respect of the dealing in the securities of Hanny Holdings Limited
("Hanny") by ITC during an offer period without the consent of the Executive
Director of the Corporate Finance Division of the SFC. Rule 21.3 of the
Takeovers Code restricts share dealings and transactions by an offeror and
parties acting in concert with it during securities exchange offers. Hanny was
involved in a securities exchange offer announced in April 2005. Since ITC held
over 20% of the shares of Hanny, it was presumed to be acting in concert with
Hanny under the Takeovers Code. Ms. Rosanna Chau was then a director of ITC.

Mr. J. Douglas Gilpin was a
director of ViRexx Medical Corp. ("ViRexx") until his resignation from the board
of directors of ViRexx on September 14, 2008. On November 18, 2008, trading in
ViRexx shares was suspended by the Alberta Securities Commission for failure to
file interim unaudited financial statements, interim management discussion and
analysis, and certification of interim filings for the interim period ended
September 30, 2008. Similar cease trade orders were issued by the securities
regulatory authorities of British Columbia, Ontario and Quebec. On November 21,
2008, ViRexx announced that on October 16, 2008, ViRexx filed a Notice of
Intention to make a proposal to its creditors pursuant to the Bankruptcy and
Insolvency Act (Canada). On December 11, 2008, ViRexx announced the granting of
a court order to reorganize ViRexx and to approve the proposal in the proposal
proceedings under the Bankruptcy and Insolvency Act (Canada) and the Business
Corporations Act (Alberta). On December 23, 2008, ViRexx announced that in
accordance with the order for reorganization in such proposal proceedings,
Paladin Labs Inc. had become the sole shareholder of ViRexx and that ViRexx
would be taking steps necessary to cease being a reporting issuer in Canada and
the United States.

Appointment of Auditors

PricewaterhouseCoopers LLP,
Chartered Professional Accountants ("PwC"), of Suite 700, 250 Howe Street,
Vancouver, B.C., V6C 3S7 will be nominated at the Meeting for reappointment as auditor of Burcon at a remuneration to be
fixed by the directors. PwC has been Burcon's auditor since March l, 2001.

- 11 -

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SECURITIES AUTHORISED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS

EQUITY COMPENSATION PLAN INFORMATION
      AS AT MARCH 31, 2016Plan Category
    Number of securities to be issued
      upon exercise of outstanding options, warrants and rights
      (a)
    Weighted-average exercise price of
      outstanding options, warrants and rights (b)
    Number of securities remaining
      available for future issuance under equity compensation plans
      [excluding securities reflected in column (a)] (c)Equity compensation plans approved by Securityholders
    2,975,579
    $5.08
    607,696Equity compensation plans not approved by Securityholders
    Nil
    N/A
    NilTotal
    2,975,579
    $5.08
    607,696


The numbers in the above chart
are as at March 31, 2016. As at the date of this Management Proxy Circular, a
total of 2,975,579 stock options are issued and outstanding under the Amended
and Restated Plan (as defined below) representing 8.3% of our issued and
outstanding capital. Of the total options outstanding, 2,434,469 options are
granted to insiders representing 6.8% of our outstanding capital. Currently,
607,696 options are available for grant under the Amended and Restated Plan
representing 1.7% of the issued and outstanding Common Shares as of the date
hereof.

At Burcon's annual and special
meeting held on September 19, 2001, the shareholders of Burcon approved the
terms of the 2001 Share Option Plan (the "Plan") under which directors,
officers, employees, management company employees and consultants ("Service
Providers") of Burcon may be granted options to acquire Common Shares of Burcon.
The principal purpose of the Plan is to encourage equity participation in Burcon
by its Service Providers so that they have an interest in preserving and
maximizing shareholder value in the longer term while enabling Burcon to attract
and retain individuals with experience and ability and reward individuals for
current and expected future performance. The Plan had a fixed number of options
that could be granted to Service Providers. The Plan was amended in 2003, 2004,
2007 and 2009 to increase the number of Common Shares issuable under the Plan.
At Burcon's annual meeting on September 1, 2011, the shareholders of Burcon
approved the amendment to the Plan to convert it from a fixed plan to a rolling
plan (the "Amended and Restated Plan"). A rolling plan has a plan maximum
expressed as a percentage of the total number of common shares outstanding on a
non-diluted basis and all exercised, cancelled, expired or terminated options become
available for future grant. The Amended and Restated Plan permits the issuance
of that number of options up to a maximum of 10% of the issued and outstanding
Common Shares of Burcon from time to time. As of the date hereof, Burcon has
35,832,750 Common Shares outstanding of which 10% is 3,583,275.

- 12 -

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During the year ended March 31,
2013, the Board amended the Amended and Restated Plan to provide optionees with
an alternative method to exercise stock options. An optionee may elect to
exercise an option using the cashless method, whereby the optionee receives the
number of shares the value of which is equal to the amount by which the fair
market value of the Common Shares exceeds the option exercise price. The fair
market value is determined by the weighted average trading price of the Common
Shares during the five trading days preceding the date of exercise.

The TSX requires that rolling
plans, such as the Amended and Restated Plan, be approved by a majority of
directors and by shareholders every three years. The Amended and Restated Plan
was approved unanimously by directors and by a majority of shareholders on July
24, 2014 and September 10, 2014, respectively.

The principal terms of the
Amended and Restated Plan are summarized as follows:

| | The aggregate number of optioned shares that may be
      granted under the Amended and Restated Plan, shall not exceed 10% of the
      Common Shares then issued and outstanding on a non-diluted basis. Any
      increase in the issued and outstanding Common Shares will result in an
      increase in the number optioned shares available under the Amended and
      Restated Plan and any exercise, conversion, redemption, expiry,
      termination, cancellation or surrender of options granted will make
      additional optioned shares available under the Amended and Restated Plan;                                                                                                                                         
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The Board is responsible for the general administration
      of the Amended and Restated Plan and the proper execution of its
      provisions and its interpretation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | The Amended and Restated Plan contains the following
      limitations on option issuances unless disinterested shareholder approval
      is obtained: (a) insiders cannot be granted awards under the Amended and
      Restated Plan or any other security based compensation plan to purchase
      more than 10% of the listed Common Shares within any 12 month period; and
      (b) the aggregate number of outstanding awards granted to insiders under
      the Amended and Restated Plan or any other security based compensation
      plan may not exceed 10% of the listed Common Shares at any time. As of the
      date of this Management Proxy Circular the Corporation has no other
      security based compensation plans.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Other than in the case of an optionee's death, where
      options become exercisable by the deceased optionee's lawful personal
      representatives, heirs or executors, all options granted under the Amended
      and Restated Plan continue to be non- assignable and non-transferable,
      however, the Amended and Restated Plan allows for a transfer to a Service
      Provider's registered retirement savings plan, registered
  retired income fund or tax-free savings account, or the
equivalent thereof, established by or for the benefit of the optionee;                                                                                                                                                                  

- 13 -

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| | If an optionee ceases to be a Service Provider, except in
      the case of death, retirement or the participant becoming totally
      disabled, has up to the lesser of 30 days after ceasing to be a Service
      Provider, and the expiration of the term applicable to such option, to
      exercise their options;                                                                                                                                                                                                                                                                                                                                                                                                                                   
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | In the case of an optionee's death, any vested option
      held on the date of death is exercisable by the optionee's lawful personal
      representatives, heirs or executors until the earlier of one year from
      death and the expiration of the option's term, while in the case where a
      Service Provider has retired, become totally disabled or died after
      ceasing to be a Service Provider, outstanding options whether vested or
      unvested can be exercised by the optionee, or if the optionee has died by
      their personal representatives, until the earlier of the option's expiry
      date and 90 days after the date of retiring, becoming totally disabled or
      death after ceasing to be a Service Provider;
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The exercise price of the options will be set by the
      Board at the time the options are allocated but cannot be less than the
      price per Burcon's common share traded on the TSX as at the closing on the
      last trading day before the date that the options are granted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | An optionee may elect to exercise an option using the
      cashless method, whereby the optionee receives the number of shares the
      value of which is equal to the amount by which the fair market value of
      the Common Shares exceeds the option exercise price. The fair market value
      is determined by the weighted average trading price of the Common Shares
      during the five trading days preceding the date of exercise;                                                                                                                                                                                                                                                                                                         
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Board at their discretion has the power to determine
      the time, or times when options will be granted, vest and be exercisable
      and to determine when it is appropriate to accelerate when options
      otherwise subject to vesting may be exercised;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The term of an option will not exceed 10 years from the
      date of grant, however, if the expiry date of any vested option falls
      during or within nine business days of a black- out period or other
      trading restriction imposed by Burcon, then the option's expiry date shall
      be automatically extended for ten business days following the date of the
      relevant black-out period or other trading restriction being lifted,
      terminated or removed;                                                                                                                                                                                                                                                                       
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | The Board has the ability to: (a) with shareholder
      approval by ordinary resolution make any amendment to any option
      commitment, option or the Amended or Restated Plan; and (b) without
      shareholder approval make any amendments: (i) of a clerical nature, (ii)
      to reflect regulatory requirements, (iii) to vesting provisions, (iv) to
      expiration dates as long as there is no extension past the original date
      of expiration, and (v) providing for a cashless exercise feature; and                                                                                                                                                                                                                                 

- 14 -

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| | The Amended and Restated Plan allows Burcon to satisfy
      its withholding obligations from any amount payable to a Service Provider
      that is an optionee as is required by law to be withheld or deducted upon
      an option exercise.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

CORPORATE GOVERNANCE DISCLOSURE

Under National Instrument 58-101
 Disclosure of Corporate Governance Practices ("NI 58-101")
Burcon is required to disclose its corporate governance practices in its
Management Proxy Circular. National Policy 58-201  Corporate Governance
Guidelines ("NP 58-201") sets out corporate governance guidelines for
public companies. The Board and management of Burcon believe that good corporate
governance practices are integral to the overall success of the Corporation and
to protect shareholders' interests. During the past fiscal year, Burcon
continued to review, develop and implement corporate governance practices that
are in line with the guidelines established in NP 58-201.

Board of Directors

Burcon's Board currently consists
of seven directors. The size of the Board and its composition are reviewed
annually by the nominating and compensation committee. The Board believes that
its composition reflects a good mix of individuals with varying backgrounds and
experience in the fields of business, finance and science and will be conducive
to facilitate a diversity of perspectives in the overall management of the
Corporation. Of the seven nominees proposed for election at the Meeting, four of
the directors are considered independent within the meaning of the term
"independent" set out in NI 58-101 and under the applicable NASDAQ listing
rules. The independent directors currently on the Board are J. Douglas Gilpin,
Matthew Hall, Peter H. Kappel and D. Lorne Tyrrell. Allan Yap is not considered
independent because he is an officer of Burcon. Rosanna Chau is the Deputy
Chairman and Managing Director and Alan Chan is an Executive Director of ITC,
which owns, directly or indirectly, approximately 20.87% of Burcon's issued and
outstanding Common Shares. Alan Chan is the son of Dr. Charles Kwok Keung Chan,
who holds approximately 61.4% of the issued and outstanding share capital of
ITC. As a result, Ms. Chau and Mr. Chan are not considered to be independent.
During the year, ITC, through its subsidiary Burcon Group Limited, provided
secretarial and administrative services to Burcon and its wholly-owned
subsidiary, Burcon NutraScience (MB) Corp., as well as the rental of office
space to and the use of office equipment by Burcon. Burcon Group Limited charged
Burcon an aggregate of $90,967 (plus GST) for these services, office space and
equipment rental for the year ended March 31, 2016.

The Corporation is a not a
venture issuer pursuant to NP 58-201. The Board currently consists of seven
directors, a majority of which are independent. If the seven nominees proposed
for election at the Meeting are all elected, the Board will consist of a
majority of independent directors. During the preceding year, independent
directors actively participated in board meetings and had direct communication
with management on key business issues to ensure independent supervision over
management.

- 15 -

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Directorships

The following table sets out the
relationships of Burcon's directors with other reporting issuers.

Director
    Reporting Issuer or the Equivalent in
      a Jurisdiction or a Foreign JurisdictionAllan Yap
    Executive Director and Chairman, Hanny Holdings
      Limited Chairman and Chief Executive Officer, China Enterprises
      Limited Executive Director and Chairman, Rosedale Hotel Holdings
      Limited Executive Director and Chairman, Meike International Holdings
      Limited Executive Chairman, Hanwell Holdings Limited Executive
      Chairman, Tat Seng Packaging Group Ltd. Non-executive Director and
      Chairman, SMI Holdings Group LimitedAlan Chan
    Executive Director, ITC Executive Director,
      ITC Properties Executive Director, PYI Corporation LimitedRosanna Chau
    Deputy Chairman and Managing Director, ITC


Independent Director Meetings

During the fiscal year, the
independent directors of the Board held an in-camera session at the end of each
regularly scheduled Board meeting if they deemed such session to be necessary.
Six in-camera sessions were held following Board meetings during the fiscal
year. Given that the committees of the Board are comprised solely of independent
directors, the Board believes that committee meetings also provide another
suitable forum for independent directors to have open and candid discussions
among them about various issues. Committee members have the discretion to
conduct in-camera sessions at the end of committee meeting. The audit committee
held two in-camera sessions and the nominating and compensation committee held
one in-camera session during the fiscal year.

Lead Director

The Chairman of the Board is Allan
Yap, who is also the Chief Executive Officer of the Corporation. Because Dr. Yap
is not independent, Bradford Allen was appointed as lead director of the
Corporation from June 21, 2012 and served in this position until his resignation
from the Board on January 27, 2016. D. Lorne Tyrrell was appointed as lead
director on February 22, 2016 to succeed Mr. Allen. As lead director, Dr.
Tyrrell chairs Board meetings in Dr. Yap's absence. Dr. Tyrrell facilitates
discussions among all directors during meetings and acts as liaison between the
Board and management. He also works with management and receives input from
directors of the Board to set the agenda for Board meetings.

- 16 -

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Summary of Attendance of Directors

The table below sets out the
attendance by the directors at meetings during the fiscal year ended March 31,
2016.

Director
    Board of
      Directors
    Audit
      Committee
    Nominating and
      Compensation Committee
    Corporate
      Governance Committee7 meetings
    5 meetings
    4 meetings
    5 meetingsAllan Yap
    0/7
    N/A
    N/A
    N/AAlan Chan
    5/7
    N/A
    N/A
    N/ARosanna Chau
    7/7
    N/A
    N/A
    N/ADavid Lorne John Tyrrell
    7/7
    5/5
    N/A
    5/5Matthew Hall
    7/7
    N/A
    4/4
    5/5J. Douglas Gilpin
    7/7
    5/5
    4/4
    5/5Bradford Allen(1)
    2/7
    0/5
    2/4
    N/APeter H. Kappel(2)
    3/7
    1/5
    1/4
    N/A


Notes:

|(1) | Mr. Allen resigned as a director, a member of the audit committee and
      the nominating and compensation committee of Burcon on
  January 27, 2016.          
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Mr. Kappel was appointed as a director, a member of the audit
      committee and the nominating and compensation committee of Burcon on
      January 28, 2016.

Board Mandate and Ethical Business Conduct

The Board is responsible for the
stewardship of the Corporation and for the supervision of the management of the
business and affairs of the Corporation. The Board actively participates in
assessing significant decisions proposed by management. On April 14, 2010, the
Board adopted a written mandate defining its responsibilities, a copy of which
is attached to this Management Proxy Circular as Schedule "A".

Since October 2005, the Board has
adopted a Code of Business Ethics and Conduct (the "Code"), a copy of
which is attached to this Management Proxy Circular as Schedule "B". The
Code was amended in February 2011, August 2011 and September 2012. All
directors, officers and employees of Burcon and its subsidiary, Burcon
NutraScience (MB) Corp. have read and agreed to abide by the Code and are
required to confirm, on an annual basis, that they have reviewed the Code. The
Board had previously delegated to the audit committee the authority to monitor
compliance with the Code and report any non-compliance to the Board at quarterly
intervals. In February 2011, the Board transferred that authority to the
corporate governance committee. The corporate governance committee has
established procedures to allow directors, officers and employees to report
breaches of the Code or any illegal or unethical behaviour anonymously to the
chair of the corporate governance committee. No waivers or implicit waivers from
a provision of the Code have been granted to any directors, officers or
employees since its inception. Shareholders may obtain a copy of the Code by
written request to Burcon at 1946 West Broadway, Vancouver, British Columbia,
V6J 1Z2, Attn.: Corporate Secretary.

- 17 -

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In December 2011, the Board
implemented a whistleblower reporting program. Under the program, Burcon
established a confidential and anonymous procedure for reporting claims of
unethical and illegal behaviour or concerns regarding questionable accounting
and audit matters. Burcon engaged a third party to receive the reports and
direct them to the chair of the audit committee of the Board. The whistleblower
reporting program is tested by management every quarter and reviewed by the
members of the audit committee. To date, no reports of unethical or illegal
behaviour or concerns have been received by the Corporation under this program.

Position Descriptions

In February 2013, the Board
adopted written position descriptions for the Chairman of the Board and the
chair of each committee. The Board believes that having position descriptions in
place will further assist the respective chairs in fulfilling their duties.

The Board has not developed a
position description for Allan Yap, the Chief Executive Officer of Burcon. Dr.
Yap is responsible for the overall strategic management of Burcon. Under the
direction of Dr. Yap, the duties relating to Burcon's day-to-day operations have
been delegated to Johann F. Tergesen. Mr. Tergesen's duties as the Corporation's
President and Chief Operating Officer are outlined in his employment agreement
with Burcon dated June 21, 2011. See "Employment and Consulting Contracts with
Named Executive Officers". Dr. Yap and Mr. Tergesen are charged with fulfilling
the Corporation's objectives. The Board believes that they are sufficiently
skilled through their business experience to manage and provide direction to
Burcon's management to achieve these objectives.

Orientation and Continuing Education

New directors of Burcon are
provided with orientation materials containing information on Burcon's business,
technology, financial information and the roles and responsibilities of
directors. Directors are also updated on new developments in the business by
management presentations at Board meetings and through regular management
reports in between Board meetings. Finally, directors are regularly informed
about changes in legal or regulatory requirements applicable to the
Corporation.

Each committee of the Board has,
with the input of committee members, developed and implemented a charter. The
charter is reviewed by the applicable committee on an annual basis. Committee
members are guided by its charter when fulfilling their roles. Committee members
are also updated by management on legal or regulatory requirements specific to
the committee's area of focus. The Corporation's auditors and outside
consultants also provide committee members with updates on emerging accounting,
auditing, compensation and regulatory developments.

Nomination of Directors and Compensation

Burcon has a nominating and
compensation committee comprised of J. Douglas Gilpin, Matthew Hall and Peter H.
Kappel. All of the directors of the nominating and compensation committee are
independent. Mr. Hall is the chair of the nominating and compensation committee. The nominating and compensation
committee has adopted a written charter to assist committee members in
fulfilling their roles. The duties and responsibilities of the nominating and
compensation committee are:

- 18 -

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| |  | Determine remuneration and other benefits of the
      Corporation's directors, executive officers and consultants and
      performance bonuses and long term incentives for the Corporation's
      employees;                          
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                           
| |  | Recommend Board nominees by seeking out and recommending
      to the board of directors the nominees for appointment, election or
      re-election; and                                                                                 
| |   |                                                                                                                                                                                                                                           
| |  | As required, the committee will review and approve
      succession plans for directors, executive officers of the Corporation,
      and, as deemed necessary by the committee, any other officers or employees
      of the Corporation.

All members of the Board are
encouraged to recommend individuals they believe are suitable to serve on the
Board of the Corporation. When reviewing the suitability of prospective director
nominees for Burcons Board, the nominating and compensation committee will
review the candidates education, background and any business experience that
may be relevant for Burcon.

During fiscal year 2016, Mr.
Allen notified the Corporation of his intention to resign from the Board. The
nominating and compensation committee conducted a process to identify potential
candidates to fill the vacancy upon Mr. Allens resignation. Four individuals
were identified as potential candidates. Given the size of the Corporation and
the number of independent directors, Mr. Gilpin was invited to participate in
the process to review the candidates. Interviews were conducted individually
with each candidate. In making its recommendation to the Board, the nominating
and compensation committee assessed the competencies and skills of current
directors of the Board and the needs of the Corporation against the skills and
experience of the potential candidates. Following this assessment, the
nominating and compensation committee recommended the appointment of Mr. Peter
K. Kappel to the Board. Mr. Kappel was appointed a director on January 28,
2016.

During fiscal year 2012,
directors of the nominating and compensation committee began the process of
reviewing the executive compensation program. During the process, the nominating
and compensation committee developed a compensation and performance management
review program for executive officers and employees. The program was finalized
in fiscal year 2013 and the Board adopted and implemented the compensation and
performance management review program in February 2013. Although the nominating
and compensation committee began the process of reviewing the director
compensation program during fiscal 2012, no new director compensation program
has been implemented given the current pre-revenue stage of development of the
Corporation. The annual retainer and meeting fees for directors remained
unchanged during the year ended March 31, 2016. Each non-management director is
paid an annual retainer of $7,500 and a fee of $750 per meeting for attendance
at each Board or committee meeting. The non-management director annual retainer
and per meeting fee has remained the same since 2004. For more information,
refer to the section "Statement of Executive Compensation".

- 19 -

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Corporate Governance Committee

Burcon has a corporate
governance committee comprised of J. Douglas Gilpin, Matthew Hall and Lorne
Tyrrell. All of the directors of the corporate governance committee are
independent. Dr. Tyrrell is the chair of the corporate governance committee. The
corporate governance committee has adopted a written charter to assist committee
members in fulfilling their roles. The corporate governance committee is
responsible for all matters relating to the governance of the Corporation and
for reporting and making recommendations to the board of directors regarding
such matters.

Assessment

The Board meets at least once per
quarter to assess the developments of Burcon's business and management
recommendations. During fiscal year 2013, the members of the nominating and
compensation committee and the corporate governance committee worked together to
develop a formal process for assessing the Board. Following the end of the
fiscal year 2013, the first formal board effectiveness assessment questionnaire
was completed by each director on the Board. The results of the assessment were
reviewed by the corporate governance committee and the committee reported its
findings to the Board. After this process was completed, the Board decided to
continue with this self-assessment process on a biennial basis going forward. In
February 2015, a self-assessment was conducted by the Board as well as for each
committee of the Board. The results of the self-assessments were reviewed by
both the nominating and compensation committee and the corporate governance
committee and reported to the Board. The next self-assessment will take place in
2017.

Director Term Limits and Gender Diversity

In 2014, NI 58-101 was amended to
require TSX-listed companies to disclose their practices relating to
representation of women on boards of directors and in executive officer
positions and on mechanisms of board renewal. The corporate governance committee
reviewed these amendments but did not view that the Board needed to develop
policies regarding gender diversity or board renewal given the current stage of
development of Burcon. The Board accepted this recommendation. This matter was
also reviewed by the corporate governance committee and the Board during the
fiscal year. The Board believes that at this stage, the Board is adequately
populated with directors possessing varying skills and experience that are
sufficient to competently manage the affairs of the Corporation. Therefore, the
Board does not believe in limiting the skills available to the Corporation by
imposing a term limit for the directors. The Board believes that it will be
appropriate to review this practice when the Corporation evolves into the
revenue-generating phase.

Although the Corporation does not
have a policy with regard to gender diversity, the Board believes that female
participation currently on the Board and at the senior management level is
suitable for the size and complexity of issues facing Burcon. One of seven of
the directors on the Board is female, representing about 14% of the members. Two
of six senior officers of the Corporation are female, representing 33% of senior
management. The Corporation does not have a target regarding women on the board
or in executive positions. The nominating and compensation committee believes
that although gender diversity is important, the committee also believes that the at
Burcons current stage of development, Burcon should also consider factors such
as skills, experience, qualifications and character when assessing whether a
potential candidate is suitable for the Board as well as senior management
positions. This matter was also reviewed by the corporate governance committee
and the Board during the fiscal year. In the process of identifying potential
candidates to fill Mr. Allens expected vacancy on the Board, the nominating and
compensation committee identified a female as one of the potential candidates.
In line with the committees philosophy for identifying suitable candidates,
after reviewing the skills and experience of all the potential candidates and
the needs of the Corporation, the nominating and compensation committee
concluded that Mr. Kappel was the most suitable candidate for recommendation to
the Board for appointment as a director. The Board accepted this
recommendation.

- 20 -

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Objectives for the year ending March 31, 2017

The Board believes that it has
continued to make good progress during the fiscal year to further improve its
corporate governance practices to meet the guidelines set out in NI 58-101 and
NP 58-201. Burcon believes that some of the guidelines may not be suitable for
the Corporation given its current stage of development. The Board will continue
to review the guidelines and address additional ways in which the Corporation
can further improve its corporate governance practices.

AUDIT COMMITTEE AND DISCLOSURE UNDERNATIONAL
INSTRUMENT 52-110

Under National Instrument 52-110
("NI 52-110"), Burcon is required to disclose in its Management Proxy
Circular certain information concerning the composition of its audit committee
and its auditor. The required disclosure can be found on pages 75-76 of Burcons
Annual Information Form (AIF) dated June 27, 2016. The audit committee charter
is set out in Schedule A of the AIF. A copy of the AIF can be found on the
SEDAR website at www.sedar.com. Shareholders may obtain a copy of the AIF
by written request to Burcon at 1946 West Broadway, Vancouver British Columbia,
V6J 1Z2, Attn: Corporate Secretary.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Nominating and Compensation Committee

Burcon has a nominating and
compensation committee comprised of the following directors: J. Douglas Gilpin,
Matthew Hall and Peter H. Kappel. Mr. Hall is the chair of the nominating and
compensation committee. See "Biographies of Directors". All of the directors on
the nominating and compensation committee are independent. The Board believes
that the members of the nominating and compensation committee are sufficiently
skilled to perform their duties.

Mr. Hall is the chair of the
nominating and compensation committee. During his 31 year employment as a senior
executive at a major food company, Mr. Hall was involved with remuneration and compensation for senior executives in all
functions and levels throughout the company. His experience includes managing
base pay levels, long and short term incentives and developing and executing
performance management and succession planning processes in Canada, Switzerland
and the United Kingdom. Mr. Hall is also Chair of the compensation committee of
Agrifoods International Co-operative.

- 21 -

---

Mr. Gilpin has served on the
compensation committees of two publicly traded companies in Canada. In addition,
as chair of the audit committee of one of these companies, he was responsible
for risk assessment relating to such audit committee's oversight role in the
development of a stock option plan and other share plans as well as alignment
with the short and long term performance and evaluation plan. Mr. Gilpin has
also completed various compensation-related courses, including the Principles of
Executive Compensation and Performance Measurements module of the Independent
Corporate Director's Education Program.

Mr. Kappel has over 30 years of
experience in the investment banking and public accounting industries. As a
senior manager within the investment banking divisions of several banks, he was
actively involved in setting compensation practices and policies for the
divisions he was responsible for throughout their operations in Europe.

The Board believes that Burcon's
nominating and compensation committee members possess the educational and
practical experience to enable the committee to make decisions on the
suitability of the Corporation's compensation policies and practices, including
experience in the following areas:

| |  | General management skills in working with senior
      executives and developing performance management processes
| | - | -----------------------------------------------------------------------------------------------------------------
| |  | Evaluating, hiring and placing senior executives                                                                 
| |  | Knowledge of compensation and incentive programs                                                                 
| |  | Knowledge of share equity compensation plans and the
      risks associated with using this type of compensation 
| |  | Working with succession planning tools and processes                                                             
| |  | Assessing risks associated with compensation plans                                                               

The purpose of the nominating and
compensation committee is to carry out the Board's overall responsibility to
review and approve the Corporation's employee and management compensation
policies and practices, incentive compensation plans (cash and equity-based
short and long term incentive plans), the amount and form of compensation of the
executive officers of the Corporation, all appointments of employees as
executive officers, all director nominations to the board and succession plans
for directors and executive officers of the Corporation.

The nominating and compensation
committee makes recommendations to the Board with respect to executive
compensation.

- 22 -

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Fiscal Year 2016 Highlights

During fiscal year 2016, Burcon
achieved key business goals and objectives, including:

      Completed an
over-subscribed rights offering on April 30, 2015 for gross proceeds of $3.5
million, with net proceeds of $3.35 million.

      Continued discussions with
certain multi-national food ingredient providers for a royalty or a joint
operations agreement for Peazazz®.

      Burcons Winnipeg
Technical Centre undertook Peazazz® applications work and provided significant
quantities of samples throughout the year in response to requests from and in
support of analytical work conducted by these potential commercialization
partners.

      Burcons exclusive
manufacturing and marketing partner for CLARISOY, Archer Daniels Midland
Company (ADM), facilitated CLARISOY development activities in the global food
and beverage market while operating the worlds first CLARISOY semi-works plant
to produce samples of the CLARISOY soy protein line for market development
purposes.

      Participated in planning
and realization activities in support of the construction of the first
full-scale commercial CLARISOY production facility with ADM. Burcon expects
ADMs first full commercial-scale CLARISOY production facility to be
operational in mid-2016.

      Received four U.S. patent
grants bringing the companys patent portfolio to 200 issued patents in various
countries, including 61 in the U.S., as well as more than 380 active patent
applications, including 57 additional U.S. patent applications.

      Subsequent to the year-end,
Burcon issued a convertible note for the principal amount of $2.0 million, with
net proceeds of $1.93 million.

Compensation Program

Historically, the Corporation did
not have a formal compensation program given the size and number of employees of
the Corporation. The Corporation's compensation program is intended to attract,
retain and motivate highly qualified executive officers, while at the same time
promoting a greater alignment of interests between such executive officers and
the Corporation's shareholders. The Corporation's compensation program is
designed to compensate the Named Executive Officers for their contributions to
the Corporation and is based, to a large extent, on the achievement of goals set
by the Corporation. The Corporation's Board strives to be competitive with the
overall market for compensation.

During the year ended March 31,
2012, the Corporation's Nominating and Compensation Committee (the "Committee")
reviewed the Corporation's compensation practices with the goal of developing a
formal compensation and performance management review program for executive
officers and employees. The Committee's goal was to develop a compensation program to compensate employees based on certain
general performance management criteria.

- 23 -

---

In January 2012, the Corporation
engaged York HR Solutions Inc. ("York Solutions") of Maple Ridge, British
Columbia, to develop a formal compensation and performance management program
for the Corporation (the "Program"). York Solutions' mandate was to work with
the Committee to:

| |  | develop and document the compensation philosophy and
      strategy;                                                        
| | - | ----------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                             
| |  | design a compensation structure;                                                                                            
| |   |                                                                                                                             
| |  | develop performance measures and standards;                                                                                 
| |   |                                                                                                                             
| |  | develop a set of core competencies consisting of
      behaviours that employees should possess in the performance of goals;
| |   |                                                                                                                             
| |  | develop feedback methods, processes and documentation;                                                                      
| |   |                                                                                                                             
| |  | develop and document a bonus plan clearly linked to
      corporate objectives;                                             
| |   |                                                                                                                             
| |  | develop a communication plan for rollout of the Program;
      and                                                          
| |   |                                                                                                                             
| |  | assist with implementation and training of employees and
      managers.                                                    

The Committee worked with York
Solutions to finalize the Program during fiscal year 2013. In February 2013, the
Program was formally approved by the Board. The Corporation has implemented and
followed the guidelines set out in the Program for determining compensation for
executives and employees of Burcon.

Components of Executive Compensation

The Corporation's Program is
comprised of a combination of base salary, incentive stock options and bonuses.

Given the Corporation's stage of
development, the Board has deferred the implementation of the bonus component of
the Program until the Corporation has reached positive cash flows. The Board
believes that the two elements of base salary and incentive stock options as
compensation are appropriate to compensate the Corporation's executives in light
of the Corporation's current stage of development. The Board reviews these
elements individually and comprehensively to ensure alignment with the
Corporation's strategic goals and objectives and the Corporation's overall
compensation objectives. In the process of developing the components, the Board
has, through the nominating and compensation committee, considered the
implications of risks associated with its compensation policies. The Board
believes that the risks are mitigated to a certain degree given the approach it
has taken in the past on executive compensation. With respect to the salary
component of the executive compensation, the Board has strived to be competitive
in order to attract, retain and motivate executives. Options granted to
employees under the incentive stock option plan generally do not vest
immediately upon grant but vest over a three year period. The Board believes that using a vesting
schedule encourages employee loyalty, aligns employee and company interests and
reduces certain risks that may be associated with granting stock options that
vest immediately upon grant.

-24 -

---

The Corporation does not have a
specific policy with respect to NEOs (as defined below) and directors purchasing
financial instruments designed to hedge or offset a decrease in market value of
equity securities of the Corporation.

Base Salary

Allan Yap, Chief Executive
Officer and Chairman of the Board, Jade Cheng, Chief Financial Officer, Johann
F. Tergesen, President and Chief Operating Officer, Randy Willardsen, Senior
Vice President, Process and Dorothy K.T. Law, Senior Vice President, Legal and
Corporate Secretary are the "Named Executive Officers" ("NEO") of
Burcon.

The primary element of the
Corporation's compensation program is base salary. The Corporation's view is
that a competitive base salary is a necessary element for attracting and
retaining qualified executive officers.

Mr. Yap voluntarily opted to not
receive cash compensation from the Corporation. He is compensated only in the
form of stock options. During the year ended March 31, 2011, the Committee
negotiated with each of Mr. Tergesen, Ms. Cheng and Ms. Law to determine their
salaries. Following the negotiations, formal employment agreements were entered
into with these individuals in June 2011 and March 2011, respectively. Mr.
Willardsen is a consultant to Burcon and has a consulting agreement with Burcon
(entered into in 2007 and most recently amended in 2011). He is paid a fixed
monthly consulting fee. See "Employment and Consulting Contracts with Named
Executive Officers".

The amount payable to an NEO as
base salary (other than to Mr. Willardsen) is determined primarily by the number
of years of experience of the NEO, as well as negotiations with the NEO, and
recommendations of the Committee based on its view of general market conditions.
As noted above, the Committee engaged York Solutions in 2012 to develop the
Program. As part of its engagement, York Solutions conducted a salary survey
based on overall market data (rather than company specific data) derived from a
number of published surveys, including:

| |  | Stats Canada                                                              
| | - | --------------------------------------------------------------------------
| |  | Economic Research Institute                                               
| |  | Robert Half                                                               
| |  | PayScale                                                                  
| |  | Canadian Institute of Chartered Accountants
      Compensation Survey 2011
| |  | Canadian Lawyer Compensation Survey 2011                                  

The findings supported the
salaries being paid to Ms. Cheng and Ms. Law. As discussed above, Mr. Tergesens
salary was determined through negotiation with the Committee. Mr. Willardsens
consulting fee was also determined through negotiation with the Corporation. In
an effort to conserve cash, the Committee did not recommend any adjustment to
the salaries or consulting fees of Mr. Tergesen, Ms. Cheng, Mr. Willardsen and Ms. Law from 2011 to 2015. During fiscal year 2016, the
salaries of Ms. Cheng and Ms. Law were adjusted and the amounts are reported in
the Summary Compensation Table below.

- 25 -

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*Incentive Stock Options*

The second element of the
Corporation's compensation program is incentive stock options. At the
Corporation' annual and special meeting held on September 19, 2001, the
shareholders approved the terms of the Plan under which directors, officers,
employees and consultants of the Corporation may be granted options to acquire
Common Shares of the Corporation. The Plan was amended in 2003, 2004, 2007 and
2009 to, among other amendments, increase the number of Common Shares issuable
under the Plan. In 2011, the Corporation's shareholders approved an amendment to
the Plan to convert it from a fixed plan to a rolling plan. The Amended and
Restated Plan was further amended during the year ended March 31, 2013 to
provide for a cashless exercise method. For further details on the Amended and
Restated Plan see "Securities Authorized for Issuance Under Equity Compensation
Plans".

The options granted to executive
officers and other employees are granted by the Board, based on the
recommendations of the Committee. The Board reviews the Committee's
recommendations regarding grants of options based on contributions and
performance during the year. In determining option grants, the Board also takes
into account previous grants to the grantees and attempts to compensate for any
deficiencies in the cash component in the NEO's salary vis-a-vis competitive
market rates. The Program developed by York Solutions also contains an
allocation formula for determining stock option grants based on the cash salary
of the individual. Although the formula contemplates the value of the option
grant to be approximately 33% of the individuals annualized salary, the Board
has the discretion to adjust the amount allocated under this formula based on
the individual's seniority, level of management within the Corporation and the
Corporation's overriding goal of retaining key talent within Burcon. During the
year ended March 31, 2016, the Committee recommended to the Board the grant of
options based on the formula set out in the Program and consideration of the
discretionary factors such as previous option grants that are out-of-the money
and the lack of salary adjustments for certain employees for a number of
years.

Performance Graph

The following graph shows the
total cumulative return over five years for a shareholder of Burcon on an
investment of $100 compared to the S&P/TSX composite index.

2011
    2012
    2013
    2014
    2015
    2016Burcon NutraScience
    100.00
    64.74
    31.00
    41.56
    30.49
    33.84S&P/TSX Composite
    100.00
    87.79
    90.32
    101.56
    105.58
    95.60


- 26 -

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From 2011-2012, Burcon's share
price declined 35.26% versus the S&P/TSX composite index declining at 12%.
Between 2012 and 2013, Burcons share price declined a further 52% while the
S&P/TSX composite recovered 2.89% . Both Burcon and the S&P/TSX
composite index trended upwards between 2013 and 2014, with Burcon recovering
34.10% and the composite gaining 12.43% . In 2015, Burcons share price declined
26.65% but quickly recovered in 2016 gaining 11%. This contrasted to a 9.45%
drop in the S&P/TSX composite index in 2016.

The trend shown in the above
graph does not necessarily correspond to the Corporation's compensation to its
Named Executive Officers for the period ended March 31, 2016 or for any prior
fiscal periods. The trading price of the Corporation's Common Shares is subject
to fluctuation based on several factors, many of which are outside the control
of Burcon. These include market perception of the Corporation's ability to
achieve business goals, trading volume in the Corporation's Common Shares,
changes in general conditions in the economy and the financial markets or other
general developments in the animal or plant protein industry that affect the
Corporation or its competitors. In determining compensation, the Board strives
to be competitive in order to attract, retain and motivate executives, provide
incentives for executives and key employees to work towards achieving business
goals and objectives as well as to ensure that the interests of management of
Burcon and Burcon's shareholders are aligned.

- 27 -

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Compensation of Executive Officers

Summary Compensation Table

Allan Yap, Chief Executive
Officer and Chairman of the Board, Jade Cheng, Chief Financial Officer, Johann
F. Tergesen, President and Chief Operating Officer, Randy Willardsen, Senior
Vice President, Process and Dorothy K.T. Law, Senior Vice President, Legal are
the "Named Executive Officers" of Burcon for the purposes of the following
disclosure, which is required for all reporting issuers, as set out in
securities legislation. The following table provides a summary of the total
compensation paid to the Named Executive Officers during Burcon's three most
recently completed financial years ended March 31, 2016, March 31, 2015 and
March 31, 2014.

SUMMARY COMPENSATION
      TABLEName and
    Year
    Salary
    Share-
    Option-
    Non-equity
      incentiveplan compensation ($)
    **Pension**
    All
    TotalPrincipal
    
    ($)
    based
    based
    value
    other
    compen-Position
    
    
    awards
    awards
    
    compen
    sation($)
    ($)
    ($)
    -sation
    ($)($)Annual
    Longincentive
    termplans
    incentiveplansAllan Yap
    2016
    Nil
    Nil
    33,620(1)
    Nil
    Nil
    Nil
    Nil
    33,620Chief
    2015
    Nil
    Nil
    33,628(1)
    Nil
    Nil
    Nil
    Nil
    33,628Executive
    2014
    Nil
    Nil
    29,527(1)
    Nil
    Nil
    Nil
    Nil
    29,527Officer andChairman ofthe BoardJade Cheng
    2016
    177,000
    Nil
    56,166(1)
    Nil
    Nil
    Nil
    Nil
    233,166Chief
    2015
    165,000
    Nil
    85,450(1)
    Nil
    Nil
    Nil
    Nil
    250,450Financial
    2014
    165,000
    Nil
    50,444(1)
    Nil
    Nil
    Nil
    Nil
    215,444OfficerJohann F.
    2016
    275,000
    Nil
    70,207(1)
    Nil
    Nil
    Nil
    Nil
    345,207Tergesen
    2015
    275,000
    Nil
    106,812(1)
    Nil
    Nil
    Nil
    Nil
    381,812President
    2014
    275,000
    Nil
    63,056(1)
    Nil
    Nil
    Nil
    Nil
    338,056and ChiefOperatingOfficerRandy
    2016
    126,666(1)
    Nil
    70,207(1)
    Nil
    Nil
    Nil
    Nil
    196,873Willardsen,
    2015
    111,472(2)
    Nil
    106,812(1)
    Nil
    Nil
    Nil
    Nil
    218,284Senior Vice
    2014
    103,116(2)
    Nil
    63,056(1)
    Nil
    Nil
    Nil
    Nil
    166,172President,Process


- 28 -

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SUMMARY COMPENSATION
      TABLEName and
    Year
    Salary
    Share-
    Option-
    Non-equity
      incentive plan compensation ($)
    Pension
    All
    TotalPrincipal
    
    ($)
    based
    based
    value
    other
    compen-Position
    
    
    awards
    awards
    
    compen
    sation($)
    ($)
    ($)
    -sation
    ($)($)Annual
    Longincentive
    termplans
    incentiveplansDorothy K.T.
    2016
    129,800
    Nil
    56,166(1)
    Nil
    Nil
    Nil
    Nil
    185,966Law
    2015
    121,000
    Nil
    85,450(1)
    Nil
    Nil
    Nil
    Nil
    206,450Senior Vice
    2014
    121,000
    Nil
    50,444(1)
    Nil
    Nil
    Nil
    Nil
    171,444President,Legal andCorporateSecretary


Notes:

| | (1) | In determining the fair value of the option
      awards, the Black-Scholes option pricing model was used and was calculated
      in accordance with IFRS 2, Share-based payment, with the following
      assumptions:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Assumptions
    2016
    2015
    2014Risk-free interest rate:
    1.38%
    1.78%
    2.25%Dividend rate:
    0%
    0%
    0%Expected forfeitures:
    9.37%
    10.18%
    10.68%Expected volatility in the market price of shares:
    52.99%
    52.10%
    51.26%Expected life:
    7.6 years
    7.6 years
    8 yearsFair value per option:
    $1.30
    $1.59
    $1.42


| | (2) | Mr. Willardsen is paid US$8,000 per month as a consulting fee. The
      amounts reported from 2014 to 2016 are different due to fluctuations in
      the Canadian/US dollar exchange rate during the relevant periods.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Outstanding Option-Based and Share-Based Awards

The following table sets forth,
for each Named Executive Officer, all of the option-based and share-based grants
and awards outstanding on March 31, 2016.

Outstanding Option-Based and Share-Based Awards The following table sets forth,
for each Named Executive Officer, all of the option-based and share-based grants
and awards outstanding on March 31, 2016. Option-based Awards
    Share
      Based AwardsName
    Number of
    Option
    Option
    Value of
    Number of
    Market orsecurities
    Exercise
    Expiration
    unexercised
    shares or
    payout valueunderlying
    Price
    Date
    in-the-
    units of
    of share-unexercised
    ($)
    mm/dd/yyyy
    money
    shares that
    basedoptions
    
    
    options(1)
    have not
    awards that(#)
    
    
    ($)
    vested
    have not(#)
    vested($)Allan Yap
    160,000
    9.60
    12/17/2019(2)
    0
    Nil
    NilChief Executive
    20,000
    4.16
    10/29/2022(3)
    0Officer and
    20,000
    2.48
    12/04/2023(4)
    17,400Chairman of the
    20,000
    2.86
    11/10/2024(5)
    9,800Board
    24,462
    2.33
    11/12/2025(6)
    24,951


- 29 -

---

Option-based Awards
    Share
      Based AwardsName
    Number of
    Option
    Option
    Value of
    Number of
    Market orsecurities
    Exercise
    Expiration
    unexercised
    shares or
    payout valueunderlying
    Price
    Date
    in-the-
    units of
    of share-unexercised
    ($)
    mm/dd/yyyy
    money
    shares that
    basedoptions
    
    
    options(1)
    have not
    awards that(#)
    
    
    ($)
    vested
    have not(#)
    vested($)Jade Cheng
    110,000
    9.60
    12/17/2019(2)
    0
    Nil
    NilChief Financial
    18,000
    4.16
    10/29/2022(7)
    0Officer
    35,482
    2.48
    12/04/2023(8)
    30,86953,761
    2.86
    11/10/2024(9)
    26,34343,398
    2.33
    11/12/2025(10)
    44,266Johann F. Tergesen
    125,000
    9.60
    12/17/2019(2)
    0
    Nil
    NilPresident and Chief
    24,000
    4.16
    10/29/2022(7)
    0Operating Officer
    44,353
    2.48
    12/04/2023(8)
    38,58767,201
    2.86
    11/10/2024(9)
    32,92854,247
    2.33
    11/12/2025(10)
    55,332Randy Willardsen,
    110,000
    9.60
    12/17/2019(2)
    0
    Nil
    NilSenior Vice
    18,000
    4.16
    10/29/2022(7)
    0President, Process
    44,353
    2.48
    12/04/2023(8)
    38,58767,201
    2.86
    11/10/2024(9)
    32,92854,247
    2.33
    11/12/2025(10)
    55,332Dorothy K. T. Law
    110,000
    9.60
    12/17/2019(2)
    0
    Nil
    NilSenior Vice
    18,000
    4.16
    10/29/2022(7)
    0President, Legal
    35,482
    2.48
    12/04/2023(8)
    30,869and Corporate
    53,761
    2.86
    11/10/2024(9)
    26,343Secretary
    43,398
    2.33
    11/12/2025(10)
    44,266


Notes:

|(1)  | Based on the March 31, 2016 closing price of $3.35 per share on the
      TSX.                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | These options vested as to 1/3 on each of August 17, 2010, April 17,
      2011 and December 17, 2011.                                                
|(3)  | These options vested as to their entirety on October 29, 2012.                                                                                        
|(4)  | These options vested as to their entirety on December 4, 2013.                                                                                        
|(5)  | These options vested as to their entirety on November 10, 2014.                                                                                       
|(6)  | These options vested as to their entirety on November 12, 2015.                                                                                       
|(7)  | These options vested as to 1/3 on each of October 29, 2013, October
      29, 2014 and October 29, 2015.                                              
|(8)  | These options vested as to 1/3 on each of December 4, 2014 and
      December 4, 2015, respectively and will vest as to 1/3 on December 4,
      2016.
|(9)  | These options vested as to 1/3 on November 10, 2015 and will vest as
      to 1/3 on each of November 10, 2016 and November 10, 2017, respectively.   
|(10) | These options will vest as to 1/3 on each of November 12, 2016,
      November 12, 2017 and November 12, 2018, respectively.                          

Value Vested or Earned during Fiscal Year Ended March 31,
2016

The following table sets forth,
for each Named Executive Officer, the value vested for all outstanding
option-based and share-based awards and the value earned for all non-equity
incentive plan compensation during the twelve month period ended March 31, 2016.

- 30 -

---

Name
    Option-based awards Value vested during theyear(1)($)
    Share-based awards Value vested during theyear($)
    Non-equity incentiveplan compensation Value earned during theyear($)Allan Yap
    0(2)
    Nil
    NilJade Cheng
    0(3)
    Nil
    NilJohann F. Tergesen
    0(3)
    Nil
    NilRandy Willardsen
    0(3)
    Nil
    NilDorothy K.T. Law
    0(3)
    Nil
    Nil


Notes:

|(1) | See the Outstanding Option Based and Share Based Awards table for
      NEOs (above) for more information on the options awarded to NEOs.                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on the November 12, 2015 closing price of $2.25 per share on the
      TSX.                                                                                           
|(3) | Based on the October 29, 2015 closing price of $2.38 per share,
      December 4, 2015 closing price of $2.05 and November 10, 2015 closing
      price of $2.34 on the TSX.

Employment and Consulting Contracts with Named Executive
Officers

There is no employment contract
between Burcon or its subsidiary and Allan Yap. There is no compensatory plan or
arrangement with respect to Dr. Yap resulting from the resignation, retirement
or any other termination of employment of Dr. Yap, from a change of control of
Burcon or its subsidiary, or from a change of his responsibilities following a
change of control.

Burcon has entered into
employment agreements with the following Named Executive Officers below:

***Johann F. Tergesen***

Mr. Tergesen is the Corporation's
President and Chief Operating Officer and has been an employee of Burcon since
September 1, 2001. However, no written employment agreement had been entered
into between Burcon and Mr. Tergesen until June 21, 2011 when the Corporation
entered into a written employment agreement with Mr. Tergesen to formalize the
terms of his employment. Under the terms of Mr. Tergesen's employment agreement,
Mr. Tergesen is entitled to an annual base salary, and, at the discretion of
Corporation, participation in the Corporation's incentive program, including,
but not limited to, any bonus, share option, share purchase, share bonus or
financial assistance program or plan and participation in the benefits plan
available to senior staff from time to time.

Although Mr. Tergesen's
employment agreement commenced on June 21, 2011, the Board agreed to apply Mr.
Tergesen's salary retroactively to May 2010, which was the time at which the
nominating and compensation committee first began its review and negotiation of
the terms of employment with Mr. Tergesen. The retroactive salary amount paid
for the period from May 1, 2010 to March 31, 2011 totalled to $73,333. Total
compensation paid to Mr. Tergesen during fiscal 2016, 2015 and 2014 is disclosed
in the Summary Compensation Table.

- 31 -

---

Mr. Tergesen's employment
agreement has an indefinite term and may be terminated by Mr. Tergesen at any
time by providing two months' notice in writing to the Corporation. In the event
that the Corporation terminates Mr. Tergesen's employment without cause, Mr.
Tergesen is entitled to payment of salary and any amounts owing to him under any
applicable incentive program earned up to and including the last day of
employment and (a) notice of termination or salary in lieu thereof equal to 18
months' salary, plus one month of additional salary for each year of continuous
employment with the Corporation from the effective date of his employment
agreement up to a maximum of 24 months (the "Notice Period"), (b) continuation
of coverage of British Columbia medical services plan and extended health and
dental coverage where such continuation of coverage is permitted by the terms of
the benefits plan during the Notice Period or until Mr. Tergesen obtains
alternative employment, whichever is earlier; and (c) where the terms of the
Corporation's applicable share option plan permits an optionee to do so, Mr.
Tergesen shall be deemed to be a "Service Provider" as that term is defined in
the Corporation's share option plan until the last day of the Notice Period and
he will be permitted to exercise any options he may hold during that time
period.

Mr. Tergesens employment
agreement contains provisions with respect to non-competition and
non-solicitation during the term of the employment agreement and for a period of
12 months following the termination of his employment for any reason.

In the event of a change of
control, Mr. Tergesen may elect to terminate his employment agreement. If he
does so, then the Corporation will pay a severance payment of salary equal to 18
months plus one additional month's salary per year of continuous service with
the Corporation from the effective date of the employment agreement up to a
maximum of 24 months' salary. Pursuant to the Corporation's Amended and Restated
2001 Share Option Plan, a change of control is an "Accelerated Vesting Event".
If an Accelerated Vesting Event occurs and TSX approval is obtained, Mr.
Tergesen will be entitled to exercise each option held by him at any time on or
before the expiry date of such option, provided that the Accelerated Vesting
Event must have occurred on or before the last day on which Mr. Tergesen worked
for Burcon.

***Jade
Cheng***

Ms. Cheng entered into an
employment agreement with the Corporation on March 1, 2011. Prior thereto, Ms.
Cheng had been providing her services as the Corporation's Chief Financial
Officer pursuant to the management services agreement between the Corporation
and Burcon Group Limited. See "Management Contracts". The terms of Ms. Cheng's
employment agreement are similar to those of Mr. Tergesen's agreement. Under the
terms of Ms. Cheng's employment agreement, Ms. Cheng is entitled to an annual
base salary, and, at the discretion of the Corporation, participation in the
Corporation's incentive program, including, but not limited to, any bonus, share
option, share purchase, share bonus or financial assistance program or plan and
participation in the benefits plan available to senior staff from time to
time.

Although Ms. Cheng's employment
agreement commenced on March 1, 2011, the Board agreed to apply Ms. Cheng's
salary retroactively to May 2010, which was the time at which the nominating and
compensation committee first began its review and negotiation of the terms of employment with Ms. Cheng. The retroactive
salary component of $52,500 was paid to Ms. Cheng in March, 2011. Ms. Chengs
salary was adjusted in fiscal 2016. Total compensation paid to Ms. Cheng during
fiscal 2016, 2015 and 2014 is disclosed in the Summary Compensation Table.

32 -

---

Ms. Cheng's employment agreement
has an indefinite term and may be terminated by Ms. Cheng at any time by
providing two months' notice in writing to the Corporation. In the event that
the Corporation terminates Ms. Cheng's employment without cause, Ms. Cheng is
entitled to payment of salary and any amounts owing to her under any applicable
incentive program earned up to and including the last day of employment and (a)
notice of termination or salary in lieu thereof equal to 18 months' salary, plus
one month of additional salary for each year of continuous employment with the
Corporation from the effective date of her employment agreement up to a maximum
of 24 months (the "Notice Period"), (b) continuation of coverage of British
Columbia medical services plan and extended health and dental coverage where
such continuation of coverage is permitted by the terms of the benefits plan
during the Notice Period or until Ms. Cheng obtains alternative employment,
whichever is earlier; and (c) where the terms of the Corporation's applicable
share option plan permits an optionee to do so, Ms. Cheng shall be deemed to be
a "Service Provider" as that term is defined in the Corporation's share option
plan until the last day of the Notice Period and she will be permitted to
exercise any options she may hold during that time period.

Ms. Chengs employment agreement
contains provisions with respect to non-competition and non-solicitation during
the term of the employment agreement and for a period of 12 months following the
termination of her employment for any reason.

In the event of a change of
control, Ms. Cheng may elect to terminate her employment agreement. If she does
so, then the Corporation will pay a severance payment of salary equal to 18
months plus one additional month salary per year of continuous service with the
Corporation from the effective date of the employment agreement up to a maximum
of 24 month's salary. Pursuant to the Corporation's Amended and Restated 2001
Share Option Plan, a change of control is an "Accelerated Vesting Event". If an
Accelerated Vesting Event occurs and TSX approval is obtained, Ms. Cheng will be
entitled to exercise each option held by her at any time on or before the expiry
date of such option, provided that the Accelerated Vesting Event must have
occurred on or before the last day on which Ms. Cheng worked for Burcon.

***Dorothy K.T.
Law***

Ms. Law entered into an
employment agreement with the Corporation on March 1, 2011. Prior thereto, Ms.
Law had been providing her services as the Corporation's Senior Vice President,
Legal and Corporate Secretary pursuant to the management services agreement
between the Corporation and Burcon Group Limited. See "Management Contracts".
The terms of Ms. Law's employment agreement are similar to those of Mr.
Tergesen's and Ms. Cheng's agreements. Under the terms of Ms. Law's employment
agreement, Ms. Law is entitled to an annual base salary, and, at the discretion
of the Corporation, participation in the Corporation's incentive program,
including, but not limited to, any bonus, share option, share purchase, share
bonus or financial assistance program or plan and participation in the benefits plan
available to senior staff from time to time.

- 33 -

---

Although Ms. Law's employment
agreement commenced on March 1, 2011, the Board agreed to apply Ms. Law's salary
retroactively to May 2010, which was the time at which the nominating and
compensation committee first began its review and negotiation of the terms of
employment with Ms. Law. The retroactive salary component of $40,917 was paid to
Ms. Law in March, 2011. Ms. Laws salary was adjusted in fiscal 2016. Total
compensation paid to Ms. Law during fiscal 2016, 2015 and 2014 is disclosed in
the Summary Compensation Table.

Ms. Law's employment agreement
has an indefinite term and may be terminated by Ms. Law at any time by providing
two months' notice in writing to the Corporation. In the event that the
Corporation terminates Ms. Law's employment without cause, Ms. Law is entitled
to payment of salary and any amounts owing to her under any applicable incentive
program earned up to and including the last day of employment and (a) notice of
termination or salary in lieu thereof equal to 18 months' salary, plus one month
of additional salary for each year of continuous employment with the Corporation
from the effective date of her employment agreement up to a maximum of 24 months
(the "Notice Period"), (b) continuation of coverage of British Columbia medical
services plan and extended health and dental coverage where such continuation of
coverage is permitted by the terms of the benefits plan during the Notice Period
or until Ms. Law obtains alternative employment, whichever is earlier; and (c)
where the terms of the Corporation's applicable share option plan permits an
optionee to do so, Ms. Law shall be deemed to be a "Service Provider" as that
term is defined in the Corporation's share option plan until the last day of the
Notice Period and she will be permitted to exercise any options she may hold
during that time period.

Ms. Laws employment agreement
contains provisions with respect to non-competition and non-solicitation during
the term of the employment agreement and for a period of 12 months following the
termination of her employment for any reason.

In the event of a change of
control, Ms. Law may elect to terminate her employment agreement. If she does
so, then the Corporation will pay a severance payment of salary equal to 18
months plus one additional month salary per year of continuous service with the
Corporation from the effective date of the employment agreement up to a maximum
of 24 month's salary. Pursuant to the Corporation's Amended and Restated 2001
Share Option Plan, a change of control is an "Accelerated Vesting Event". If an
Accelerated Vesting Event occurs and TSX approval is obtained, Ms. Law will be
entitled to exercise each option held by her at any time on or before the expiry
date of such option, provided that the Accelerated Vesting Event must have
occurred on or before the last day on which Ms. Law worked for Burcon.

***Randy
Willardsen***

Mr. Randy Willardsen is a
consultant of Burcon. The following is a summary of the terms of his consulting
contract with the Corporation.

- 34 -

---

Mr. Willardsen was initially
engaged as a consultant of Burcon in April 1999 to evaluate the commercial
viability of the canola protein extraction and purification process (the
Process) of B.M.W. Canola Inc. (BMW). Burcon acquired BMW in October 1999
and changed BMWs name to Burcon NutraScience (MB) Corp. By an agreement dated
November 30, 2001, Burcon engaged Mr. Willardsen as a consultant to assist with
the commercialization of the Process. He was appointed as Senior Vice President,
Process of the Corporation on November 30, 2001. Mr. Willardsen and the
Corporation entered into a new Management Consulting Agreement (the Consulting
Agreement) on December 19, 2007, which was amended on December 15, 2008 and May
4, 2011.

The Consulting Agreement had an
initial term of 18 months, but automatically renews for successive one year
periods unless either the Consultant or the Corporation terminates the
Consulting Agreement 30 days prior to the end of the term. The initial fee paid
to Mr. Willardsen was US$6,500 per month. In May 2011, the fee was increased to
US$8,000 per month. Mr. Willardsen will devote up to 20 hours per week to
perform the services set out under the Consulting Agreement.

The Consulting Agreement may be
terminated by either party to the agreement with written notice to the other
party of not less than 30 days. The Consulting Agreement does not provide for
payment in the event of a change of control.

Estimated Termination Payments

The table below reflects amounts
payable to the Named Executive Officers, assuming their employment was
terminated on March 31, 2016 either without cause or upon change of control of
the Corporation.

Name
    Termination Other
      than for Cause
    Continued Benefits
    Termination
      Upon Change of ControlAllan Yap
    Nil
    Nil
    NilJade Cheng
    339,250
    9,758
    339,250Johann F. Tergesen
    504,167
    9,334
    504,167Randy Willardsen
    10,390
    Nil
    NilDorothy K. T. Law
    248,783
    9,758
    248,783


Compensation of Directors

Director Compensation

Burcon does not have a formal
compensation program for its directors. Each non-management director of Burcon
is paid an annual retainer of $7,500 ("Annual Retainer") and $750 for attendance
at each committee or Board meeting. The non-management director annual retainer
and per meeting fee has remained the same since 2004. For the financial year
ended March 31, 2016, Burcon paid $45,875 in Annual Retainer fees and an
aggregate of $52,875 to non-management directors for attendance at committee and
Board meetings during the year. During the year ended March 31, 2016, the
non-management directors of Burcon included Bradford Allen (until his
resignation on January 27, 2016), Alan Chan, Rosanna Chau, J. Douglas Gilpin,
Matthew Hall, Peter H. Kappel (appointed on January 28, 2016) and David Lorne
John Tyrrell.

- 35 -

---

In January 2012, the Corporation
engaged Koenig & Associates Inc. ("Koenig") of Saskatoon,
Saskatchewan, to conduct a board remuneration survey for Burcon. The objective
of conducting the Board remuneration survey for Burcon was to determine whether
the Board members are fairly compensated. The review was also conducted to
determine the degree of comparability of the Board to the board structure of
similar organizations. Although Koenig has completed its survey, the nominating
and compensation committee deferred its review of director compensation during
fiscal year 2016 in light of the Corporations current stage of development.

Director Compensation Table

During the most recently
completed fiscal year ended March 31, 2016, each non-management director of
Burcon received total compensation for services provided to Burcon in his or her
capacity as director as follows:

Name
    Feesearned(1)(2)($)
    Share-basedawards($)
    Option-basedawards($)
    Non-equityincentiveplancompensation($)
    Pensionvalue($)
    All other compen-sation($)
    Totalcompen-sation($)Bradford Allen(3)
    6,750
    Nil
    33,620(5)
    Nil
    Nil
    Nil
    40,370Alan Chan
    11,250
    Nil
    33,620(5)
    Nil
    Nil
    Nil
    44,870Rosanna Chau
    12,750
    Nil
    33,620(5)
    Nil
    Nil
    Nil
    46,370J. Douglas Gilpin
    24,750
    Nil
    33,620(5)
    Nil
    Nil
    Nil
    58,370Matthew Hall
    21,000
    Nil
    33,620(5)
    Nil
    Nil
    Nil
    54,620Peter H. Kappel(4)
    8,375
    Nil
    67,344(5)
    Nil
    Nil
    Nil
    75,719David Lorne John Tyrrell
    21,750
    Nil
    33,620(5)
    Nil
    Nil
    Nil
    55,370


Notes:

|(1) | Each non-management director is paid a fee of $750 per meeting for
      attendance at each Board or committee meeting.                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Each non-management director is paid an annual retainer of $7,500. See
      "Director Compensation".                                                                                                             
|(3) | Bradford Allen resigned as a director of Burcon on January 27, 2016.                                                                                                                                              
|(4) | Peter H. Kappel was appointed as a director of Burcon on January 28,
      2016.                                                                                                                                  
|(5) | In determining the fair value of the option awards, the Black-Scholes
      option pricing model was used and was calculated in accordance with IFRS
      2, Share-based payment, with the following assumptions:

Assumptions (weighted average)
    2016Risk-free interest rate:
    1.39%Dividend rate:
    0%Expected forfeitures:
    9.32%Expected volatility in the market price of shares:
    53.6%Expected life:
    8.5 yearsFair value per option:
    $1.43


- 36

---

Outstanding Option-Based and Share-Based Awards

The following table sets forth,
for each non-management director, all of the option-based and share-based grants
and awards outstanding on March 31, 2016.

Option-based Awards
    Share Based AwardsName
    Number of
    Option
    Option
    Value of
    Number of
    Market orsecurities
    Exercise
    Expiration Date
    unexercised
    shares or
    payoutunderlying
    Price
    mm/dd/yyyy
    in-the-
    units of
    value ofunexercised
    ($)
    
    money
    shares that
    share-basedoptions
    
    
    options(1)
    have not
    awards that(#)
    
    
    ($)
    vested
    have not(#)
    vested($)Alan Chan
    40,000
    8.65
    04/20/2020(2)
    0
    N/A
    N/A25,000
    8.65
    04/20/2020(3)
    020,000
    8.05
    11/16/2021(4)
    020,000
    4.16
    10/29/2022(5)
    020,000
    2.48
    12/04/2023(6)
    17,40020,000
    2.86
    11/10/2024(7)
    9,80024,462
    2.33
    11/12/2025(8)
    24,951Rosanna
    20,000
    9.60
    12/17/2019(9)
    0
    N/A
    N/AChau
    20,000
    8.05
    11/16/2021(4)
    020,000
    4.16
    10/29/2022(5)
    020,000
    2.48
    12/04/2023(6)
    17,40020,000
    2.86
    11/10/2024(7)
    9,80024,462
    2.33
    11/12/2025(8)
    24,951J. Douglas
    40,000
    6.78
    09/22/2021(10)
    0
    N/A
    N/AGilpin
    20,000
    4.16
    10/29/2022(5)
    020,000
    2.48
    12/04/2023(6)
    17,40020,000
    2.86
    11/10/2024(7)
    9,80024,462
    2.33
    11/12/2025(8)
    24,951Matthew Hall
    60,000
    6.78
    09/22/2021(10)
    0
    N/A
    N/A20,000
    4.16
    10/29/2022(5)
    020,000
    2.48
    12/04/2023(6)
    17,40020,000
    2.86
    11/10/2024(7)
    9,80024,462
    2.33
    11/12/2025(8)
    24,951Peter H.
    41,120
    2.76
    2/22/2026(11)
    24,261
    N/A
    N/AKappelDavid Lorne
    40,000
    9.60
    12/17/2019(9)
    0
    N/A
    N/AJohn Tyrrell
    20,000
    8.05
    11/16/2021(4)
    020,000
    4.16
    10/29/2022(5)
    020,000
    2.48
    12/04/2023(6)
    17,40020,000
    2.86
    11/10/2024(7)
    9,80024,462
    2.33
    11/12/2025(8)
    24,951


Notes:

|(1)  | Based on the March 31, 2016 closing price of $3.35 per share on the
      TSX.                          
|---- | --------------------------------------------------------------------------------------------------------
|(2)  | These options all vested on April 20, 2010.                                                             
|(3)  | These options vested as to 1/3 on April 20, 2011, April 20, 2012 and
      April 20, 2013, respectively.
|(4)  | These options all vested on November 16, 2011.                                                          
|(5)  | These options all vested on October 29, 2012.                                                           
|(6)  | These options all vested on December 4, 2013.                                                           
|(7)  | These options all vested on November 10, 2014.                                                          
|(8)  | These options all vested on November 12, 2015.                                                          
|(9)  | These options all vested on December 17, 2009.                                                          
|(10) | These options all vested on September 22, 2011.                                                         
|(11) | These options all vested on February 22, 2016.                                                          

- 37 -

---

Value Vested or Earned during Fiscal Year Ended March 31,
2016

The following table sets forth,
for each non-management director, the value vested for all outstanding
option-based and share-based awards and the value earned for all non-equity
incentive plan compensation during the twelve month period ended March 31, 2016.

Name
    Option-based awards 
      Value vested during the year(1) ($)
    Share-based awards 
      Value vested during the year ($)
    Non-equity incentive
      plan compensation  Value earned during the
      year ($)Alan Chan
    0(2)
    N/A
    N/ARosanna Chau
    0(2)
    N/A
    N/AJ. Douglas Gilpin
    0(2)
    N/A
    N/AMatthew Hall
    0(2)
    N/A
    N/APeter H. Kappel
    15,214(3)
    N/A
    N/ADavid Lorne John Tyrrell
    0(2)
    N/A
    N/A


Note:

|(1) | See the Outstanding Option-Based and Share-Based Awards table for
      directors (above) for more information on the options awarded to
      directors.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Based on the November 12, 2015 closing price of $2.25 per share on the
      TSX.                                                                          
|(3) | Based on the February 22, 2016 closing price of $3.13 per share on the
      TSX.                                                                          

Executive Compensation-Related Fees

No fees were billed by any
consultant or advisors for services related to determining compensation for the
Corporation's directors and executive officers and employees for the two years
ended March 31, 2016 and March 31, 2015. No compensation consultants or advisors
have been engaged since the Corporations most recently completed financial year
to assist the Board or the Committee in determining compensation for any of the
Corporations directors or officers.

ADDITIONAL INFORMATION

Indebtedness of Directors and Executive Officers

None of the directors or
executive officers of Burcon or any subsidiary thereof, or any associate or
affiliate of any of them, is or has been indebted to Burcon or its subsidiaries,
or to another entity where any indebtedness is the subject of a guarantee,
support agreement, letter of credit or other similar arrangement or
understanding provided by Burcon or any of its subsidiaries.

- 38 -

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Interest of Certain Persons in Matters to be Acted Upon

Other than as set forth in this
Management Proxy Circular, no person who has been a director or executive
officer of Burcon at any time since the beginning of the last fiscal year, nor
any individual proposed to be a director or officer of Burcon, nor any associate
or affiliate of any of the foregoing, has any material interest, directly or
indirectly, by way of beneficial ownership of securities or otherwise, in any
matter to be acted upon at the Meeting, other than the election of
directors.

Interest of Informed Persons in Material Transactions

On April 7, 2016, Burcon
announced that it had entered into a convertible note purchase agreement (the
Purchase Agreement) pursuant to which it would issue a convertible note
(the Note) to Large Scale Investments Limited (the Lender), a
wholly-owned subsidiary of ITC, for the principal amount of $2,000,000 (the
Principal Amount). Alan Chan and Rosanna Chau are directors of ITC and
nominees for election as a director of Burcon.

Funding by the Lender and the
issuance of the Note occurred on May 12, 2016. The Note bears interest at a rate
of 8% per annum, calculated daily, compounded monthly. Interest will accrue on
the Principal Amount and will be payable on the earlier of three years from the
issue of the Note, the occurrence of an event of default as set out in the Note,
or voluntary prepayment by Burcon (the Maturity Date).

The Lender may convert the
Principal Amount in whole or in part into common shares in the capital of Burcon
at any time commencing on or after July 1, 2016 and up to and including the
Maturity Date. The conversion price is $4.01 per common share, which represents
a premium of approximately 24%over the volume weighted average trading
price of the common shares on the TSX for the 5 trading days immediately before
April 7, 2016 (the Conversion Price). Burcon also has the right, before
the Maturity Date, upon written notice to the Lender of not less than thirty
(30) days, to prepay in cash all or any portion of the Principal Amount by
paying to the Lender an amount equal to the Principal Amount to be prepaid
multiplied by 110%. At any time on or after July 1, 2016 and up to the end of
such 30-day notice period, the Lender will have the right to convert the
Principal Amount in full or in part, into common shares at the Conversion Price.
The Note and any common shares issued upon the conversion of the Note will be
subject to a four month hold period under applicable Canadian securities laws.

The payment of the Principal
Amount and all accrued and unpaid interest thereon will be subordinated in right
of payment to any amount owing in respect of secured indebtedness of Burcon.
Subject to prior TSX approval and the consent of the Lender, Burcon may pay any
interest that is due and payable under the Note through the issuance of common
shares at a conversion price equal to the volume weighted average trading price
of the common shares on the TSX for the 5 trading days immediately prior to the
date such interest is due and payable.

- 39 -

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In connection with the Note, the
Lender is a wholly-owned subsidiary of ITC who in turn is an insider and related
party of Burcon. The issuance of the Note to the Lender (the
"Transaction") is considered a "related party transaction" pursuant to
Multilateral Instrument 61-101  Protection of Minority Security Holders in
Special Transactions("MI 61-101") and the following disclosure is
provided in accordance with s. 5.2 thereof.

The purpose and business reason
for the Transaction was to raise funds so that Burcon could continue to meet its
working capital requirements and use the funds to meet its business objectives.
ITC currently holds 7,477,821 Common Shares, representing approximately 20.87%
of the Common Shares outstanding as of July 25, 2016. Assuming full conversion
of the Principal Amount at the Conversion Price, ITC would acquire, indirectly
through the Lender, an additional 498,753 Common Shares or 1.39% of the Common
Shares outstanding as of July 25, 2016. The Purchase Agreement and the issuance
of the Note was unanimously approved by the directors of Burcon present at a
board meeting held on March 30, 2016, with Alan Chan and Rosanna Chau, who are
also directors of ITC, abstaining from participating in the vote. Other than the
Purchase Agreement and the Note that was issued thereunder described above,
Burcon has not entered into any agreement with an interested party or a joint
actor with an interested party (as such terms are defined in MI 61-101) in
connection with the Transaction.

Burcon relied on the exemptions
available under s. 5.5(a) and s. 5.7(a) of MI 61-101 from the formal valuation
and minority shareholder approval requirements, respectively, on the basis that
at the time the Transaction was agreed to (that is, April 7, 2016), the fair
market value of the Note (being $2,000,000) did not exceed 25% of Burcon's
market capitalization (being $115,739,782.50 based on 35,832,750 Common Shares
outstanding as of April 7, 2016 and the five day VWAP of the Common Shares on
the TSX immediately prior to April 7, 2016 of $3.23) .

To the knowledge of Burcon's
management, no other insider or nominee for election as a director of Burcon, or
any associate or affiliate of any such persons, had any interest in any material
transaction during the year ended March 31, 2016, or has any interest in any
proposed transaction that has materially affected or would materially affect
Burcon or any of its subsidiaries.

Management Contracts

Burcon has a management services
agreement with Burcon Group Limited at 1946 West Broadway, Vancouver, British
Columbia, V6J 1Z2 pursuant to which Burcon Group Limited provides secretarial
and administrative services to Burcon and its wholly-owned subsidiary, Burcon
NutraScience (MB) Corp. The Corporation and Burcon Group Limited have also
entered into a commercial lease and an equipment lease pursuant to which office
space and the use of office equipment, respectively, are leased to Burcon by
Burcon Group Limited. Burcon Group Limited charged Burcon $90,967 for these
services, office space and equipment rental for the year ended March 31, 2016
(2015 - $102,735). The directors of Burcon Group Limited are Jade Cheng and
Dorothy Law of British Columbia. The sole shareholder of Burcon Group Limited is
16329 Yukon Inc., a company whose registered office is located at the offices of
MacDonald & Co., Suite 200, Financial Plaza, 204 Lambert Street, Whitehorse, Yukon, Y1A 3T2. 16329 Yukon Inc. is an
indirect wholly-owned subsidiary of ITC.

- 40 -

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From April 1, 2015 to March 31,
2016, the Corporation provided professional services to Burcon Group Limited
which resulted in income to Burcon of $16,702 (2015 - $21,812).

Requesting Documentation

Additional information relating
to Burcon can be found on the SEDAR website at www.SEDAR.com. Shareholders may
obtain copies of Burcon's financial statements and management's discussion and
analysis ("MD&A") by written request to Burcon at 1946 West Broadway,
Vancouver, British Columbia, V6J 1Z2, Attn.: Corporate Secretary. Financial
information is provided in Burcon's comparative financial statements and
MD&A for its most recently completed financial year.

DIRECTORS' APPROVAL

The contents of this Management
Proxy Circular and its distribution to shareholders have been approved by the
Board of Burcon.

**DATED** at
Vancouver, British Columbia, as of the 25th day of July, 2016.

BY ORDER OF THE BOARD OF DIRECTORS

"Johann F. Tergesen"

Johann F. TergesenPresident and Chief Operating
Officer

- 41 -

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Schedule "A"BOARD OF DIRECTORS' MANDATE

Please see attached.

A

---

BOARD OF DIRECTORS MANDATE

PURPOSE

|1. | The Board of Directors (the "Board") of Burcon NutraScience
      Corporation (the "Corporation") is responsible for the overall stewardship
      of the Corporation and for managing and supervising the management of the
      Corporation. The Board shall at all times act in the best interests of the
      Corporation.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

RESPONSIBILTIES

|2. | The Board discharges its responsibilities for supervising the
      management of the business and affairs of the Corporation by delegating
      the day-to-day management of the Corporation to senior officers. In
      discharging its responsibility, the Board should, among other things:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | to the extent feasible, satisfy itself as to the integrity of the
      chief executive officer (the "CEO") and other executive officers and that
      the CEO and other executive officers create a culture of integrity
      throughout the organization;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                              
| | (b) | adopt a strategic planning process and approve, on at least an annual
      basis, a strategic plan which takes into account, among other things, the
      opportunities and risks of the Corporation's business;                                           
| |     |                                                                                                                                                                                                                                                              
| | (c) | ensure that the business of the Corporation is conducted in compliance
      with applicable laws and regulations;                                                                                                                                           
| |     |                                                                                                                                                                                                                                                              
| | (d) | identify the principal risks of the Corporation's business, and ensure
      the implementation of appropriate systems to manage these risks;                                                                                                                
| |     |                                                                                                                                                                                                                                                              
| | (e) | plan for senior management succession, including the appointment,
      training and monitoring of senior management's performance;                                                                                                                          
| |     |                                                                                                                                                                                                                                                              
| | (f) | require senior management to develop and maintain a strategy to
      communicate effectively with its security holders, investment analysts and
      the public generally and to accommodate and address feedback from security
      holders;             
| |     |                                                                                                                                                                                                                                                              
| | (g) | require management to maintain internal control and management
      information systems and, through Board committees or otherwise, to monitor
      these systems as it considers fit; and                                                                 

1

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| | (h) | through the Corporation's Corporate Governance Committee, develop the
      Corporation's approach to corporate governance, including developing a set
      of corporate governance principles and guidelines that are applicable to
      the Corporation.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ORGANIZATION OF THE BOARD

|3. | The organization of the Board shall comply with applicable corporate
      and securities laws.                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                             
|4. | Appointments to the Board will be reviewed on an annual basis. The
      Nominating and Compensation Committee, in consultation with the CEO, is
      responsible for identifying and recommending new nominees with appropriate
      skills to the Board.
|   |                                                                                                                                                                                                                                                             
|5. | The Board will report to the shareholders of the Corporation.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                             
|6. | The Board may:                                                                                                                                                                                                                                              

| | (a) | appoint one or more committees of the Board, however designated, and
      delegate to any such committee any of the powers of the Board, except
      those which are not permitted under applicable corporate and securities
      laws;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                           
| | (b) | appoint a Chairman of the Board and prescribe his or her powers and
      duties;                                                                                                                                                         
| |     |                                                                                                                                                                                                                                           
| | (c) | appoint a Lead Director of the Board and prescribe his or her powers
      and duties;                                                                                                                                                    
| |     |                                                                                                                                                                                                                                           
| | (d) | appoint a Chief Executive Officer and prescribe his or her powers and
      duties;                                                                                                                                                       
| |     |                                                                                                                                                                                                                                           
| | (e) | appoint a President and other officers of the Corporation and
      prescribe their powers and duties.                                                                                                                                    

MEETINGS, MEETING PREPARATION AND ATTENDANCE

|7. | The Board will meet as required, but at least once per quarter.                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                             
|8. | The independent directors will meet as required, without the
      non-independent directors and members of management, but at least once per
      quarter.

2

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|9. | 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 the materials provided to the directors in connection with the
      meeting and be prepared for the meeting; and
| | --- | ------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                         
| | (b) | attend each meeting, in person or by telephone conference, to the
      extent practicable.                             

MANAGEMENT OF BOARD AFFAIRS



|10. | The Board will:
|--- | ---------------

| | (a) | Develop a process for the orientation and education of new members of
      the Board;                                                                         
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                
| | (b) | Support continuing education opportunities for all member of the
      Board;                                                                                  
| |     |                                                                                                                                                                
| | (c) | Assess the participation, contributions and effectiveness of the
      Chairman and individual board members on an annual basis;                               
| |     |                                                                                                                                                                
| | (d) | Monitor the effectiveness of the Board and its committees and the
      actions of the Board as viewed by the individual directors and senior
      management;
| |     |                                                                                                                                                                
| | (e) | Establish the committees of the Board it deems necessary to assist it
      in the fulfillment of its mandate; and                                             
| |     |                                                                                                                                                                
| | (f) | Disclose on an annual basis, the mandate, composition of the Board and
      its committees.                                                                   

3

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Schedule "B"CODE OF BUSINESS ETHICS AND
CONDUCT

Please see attached.

B

---

CODE OF BUSINESS ETHICS AND CONDUCT

|1. | Purpose and Application
|-- | -----------------------

Burcon NutraScience Corporation (the "Corporation") is
committed to maintaining high standards of integrity and accountability in
conducting its business while at the sametime seeking to grow its
business and value. This code of business ethics and conduct (the "Code")
provides a framework of guidelines and principles to govern and encourage
ethical and professional behaviour in conducting our business.

This Code applies to all directors, officers and employees of
the Corporation and its subsidiaries ("representatives"). The guidelines set out
in this Code may be further supplemented by specific corporate, divisional or
departmental policies. As with all guidelines or principles, you are expected to
use your own judgement and discretion, having regard to these standards, to
determine the best course of action for any specific situation. If you are
unsure about a particular situation or course of action, please speak to the
Chief Executive Officer or Chief Operating Officer of the Corporation.

The Code sets forth such standards as are reasonably designed
to deter wrongdoing and to promote: honest and ethical conduct, including the
ethical handling of actual or apparent conflicts of interest between personal
and professional relationships; full, fair, accurate, timely, and understandable
disclosure in the reports and documents that the Corporation files with, or
submits to, securities regulatory authorities and in other public communications
made by the Corporation; compliance with applicable governmental laws, rules and
regulations; the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and accountability for
adherence to the Code.

|2. | Conflicts of Interest
|-- | ---------------------

It is our policy to ensure the Corporation's best interests are
paramount in all of our dealings with customers, suppliers, contractors,
competitors, existing and potential business partners and other representatives
and are conducted in a manner that avoids any actual or potential conflicts of
interest.

In general, a conflict of interest exists where a
representative's personal interests interfere with his or her ability to act in
the best interests of the Corporation. Conflicts of interests may exist in any
situation where your ability to act objectively, or in the best interests of the
Corporation, are influenced. These include the receipt of improper personal
benefits by you or your family and friends, as a result of your position with
the Corporation.

Full and timely disclosure of any actual or potential conflict
of interest is very strongly encouraged. Proper disclosure provides an
opportunity to obtain advice from the appropriate level of management and to
resolve actual or potential conflicts of interests in a timely and effective
manner. Employees should promptly disclose to their supervisor any material
transaction or relationship that reasonably could be expected to give rise to a
potential or actual conflict of interest. Directors and
officers shall disclose any potential conflicts of interest in writing to the
board of directors for review in accordance with applicable law.

1

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|3. | Protection and Use of the Corporation's Assets and
      Opportunities
|-- | ----------------------------------------------------------------------

All representatives are responsible for protecting the
Corporation's assets from improper use including fraud, theft and
misappropriation. It is the Corporation's policy to protect its assets and
promote their efficient use for legitimate business purposes. This requires
proper documentation (which is timely, accurate and complete) and appropriate
use of discretion. Corporation assets should not be wasted through carelessness
or neglect nor appropriated for improper personal use. Proper discretion and
restraint should always govern the personal use of the Corporation's assets.

|4. | Corporate Opportunities
|-- | -----------------------

The benefit of any business venture, opportunity or potential
opportunity resulting from your employment with the Corporation should not be
appropriated for any improper personal advantage. As employees, officers and
directors, a duty is owed to the Corporation to advance its legitimate interests
when the opportunity to do so arises.

|5. | Confidentiality of Corporate Information
|-- | ----------------------------------------

Information is a key asset of the Corporation. It is our policy
to ensure that the Corporation's proprietary and confidential information,
including information that has been entrusted to the Corporation by others, is
adequately safeguarded. All confidential information, including information
about the Corporation's business, suppliers, intellectual property,
opportunities, products, customers, assets and competitors, should be duly
protected from advertent or inadvertent disclosure. Confidential information
should be marked or identified as being confidential whenever practicable and
should be disclosed only when properly authorized or required by law or stock
exchange requirements.

|6. | Fair Dealing with Other People and Organizations
|-- | ------------------------------------------------

All business dealings undertaken on behalf of the Corporation
should be conducted in a manner that preserves our integrity and reputation. It
is the Corporation's policy to seek to avoid misrepresentations of material
facts, manipulation, concealment, abuse of confidential information or any other
illegal practices in dealing with the Corporation's security holders, customers,
suppliers, competitors and employees.

2

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|7. | Complying with the Law
|-- | ----------------------

The Corporation strives to ensure that its business is
conducted in all material respects in accordance with all applicable laws, stock
exchange rules and securities regulations. This includes compliance with
applicable antitrust/competition, privacy, labour, human rights, environmental
and securities laws in all material respects.

Specifically, it is also our policy to seek to comply with all
applicable securities laws and regulations to ensure that material information
that is not generally available to the public ("inside information") is
disclosed in accordance with law. This includes implementation of policies and
procedures, as set out in our Insider Trading Policy, to protect against the
improper use or disclosure of inside information, including the improper trading
of securities while in possession of inside information.

Applicable securities laws require the Corporation to disclose
certain information in various reports and documents that the Corporation must
file or submit to securities regulatory authorities. In addition, from time to
time, the Corporation makes other public communications, such as issuing press
releases. The Corporation has a responsibility to provide full, fair, accurate,
timely and understandable disclosure in reports and documents filed with or
submitted to securities regulatory authorities and in other public
communications.

|8. | Reporting of Illegal or Unethical Behaviour
|-- | -------------------------------------------

The Corporation strives to foster a business environment that
promotes integrity and deters unethical or illegal behaviour. It is our
responsibility to monitor and to ensure compliance with the guidelines set out
in this Code, including compliance in all material respects, with all applicable
financial reporting and accounting requirements applicable to the Corporation.
Concerns or complaints in this regard may be reported by anonymous submission to
the Chair of the Corporate Governance Committee of the Board of Directors in
connection with unethical or illegal behaviour, including questionable
accounting, internal accounting controls or auditing matters involving the
Corporation.

|9. | Compliance
|-- | ----------

It is the role of the Board of Directors to monitor compliance
with the Code. Disciplinary measures may be taken against any representative who
authorizes, directs, approves or participates in any violation of a provision of
this Code. These measures will depend upon the circumstances of the violation
and may range from formal sanction or reprimand to dismissal from employment.
Consideration will be given to whether or not a violation was intentional, as
well as to the level of good faith shown by a representative in reporting the
violation or in cooperating with any resulting investigation or corrective
action. In addition, persons who violate the law during the course of their
employment are subject to criminal and civil penalties, as well as payment of
civil damages to the Corporation or third parties.

3

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A Director or officer who violates this Code may be asked to
resign or may not be nominated for re-election.

The terms of this Code are not intended to give rise to civil
liability on the part of the Corporation, its directors or officers,
shareholders, security holders, customers, suppliers, competitors, employees or
other persons, or to any other liability whatsoever.

|10. | Currency of Code
|--- | ----------------

This Code of Business Ethics and Conduct was approved by the
Board of Directors on October 26, 2005 and amended on February 24, 2011, August
30, 2011 and September 12, 2012. The Board of Directors may amend the Code from
time to time.



I acknowledge that I have read and understand the Code of
Business Conduct and Ethics of Burcon NutraScience Corporation and agree to
conduct myself in accordance with the Code.

Name:Signature:Date:


4

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