Aptose Biosciences Inc. ($APS)

Good morning, all. I would like to call to order the Special Meeting of Shareholders of Aptose Biosciences Inc. I'm Dr. William Rice, Chairman of the Board of Directors, President and Chief Executive Officer of Aptose, and I'll be serving as the Chair of today's meeting. Joining me today online are other members of the Board of Directors as well as other officers, including Mr. Fletcher Payne, Senior Vice President, Chief Business Officer and Chief Financial Officer; and Dr. Rafael Bejar, Senior Vice President and Chief Medical Officer. It's my pleasure to welcome shareholders and employees of Aptose as well as other invited guests. Aptose has opted for a virtual-only shareholders' meeting. By conducting our meeting online, Aptose aims to provide shareholders with a convenient opportunity to participate without incurring significant travel costs or being restricted by time constraints. We have ensured this virtual meeting offers registered shareholders and duly appointed and registered proxy holders the same opportunities to participate as was the case in past in-person meetings. Instructions on how to ask questions and the voting procedure will appear on your screens. As with any technology, unexpected glitches may occur, but our service providers for this platform at Lumi are prepared to assist with any unanticipated technical difficulties. Today, we will conduct the votes on the matters before us by a poll. On the poll, every registered shareholder or duly appointed and registered proxy holder entitled to vote has 1 vote in respect of each share entitled to be voted on the matter and held or represented by that registered shareholder or duly appointed and registered proxy holder. You already may have voted your shares. If you already have voted in advance of the meeting, we thank you. And if you do not wish to change your vote, then you do not need to take any further action. If you wish to change your vote, then you may vote again. For those who have not yet voted, you may only vote during this meeting. Voting during the meeting can only be done through our virtual voting platform on the webcast, and the polls are now open. Registered shareholders and proxy holders who have obtained a control number can now cast their votes. Voting can be completed from now until the end of the formal business of the meeting, at which time the polls will close. We encourage you to vote now, and we thank all of you for voting. Also, registered shareholders and duly appointed and registered proxy holders can submit questions at any time during the meeting through our webcast virtual platform. We will address these questions during a general Q&A session at the end of the formal part of the meeting, provided that only questions regarding procedural matters or questions directly related to the motions before the meeting may be addressed during the meeting. To emphasize, we only will answer questions that are related to the formal business matter presented at today's meeting. The secretary will receive the questions, judge them for relevance and at the appropriate time, we'll read them aloud so that everyone may be aware of the questions being considered. If we have similar topics, we may paraphrase, group the questions and mention that we have received similar questions. However, please note that we may be unable to address all questions. I also wish to welcome all guests who are not registered shareholders or holding proxies of registered shareholders. As a reminder, with any in-person meeting, only registered shareholders and duly appointed proxy holders are permitted to vote or to ask questions. Now I'd like to outline the format of today's meeting, which will deal only with the formal business of the meeting as outlined in the proxy statement that all of you received, including voting on resolutions. After we conclude the formal portion of the meeting, we'll be pleased to answer your questions or respond to your comments regarding the business matters addressed during the formal part of the meeting. I now will ask Mr. Charles-Antoine Souliere of McCarthy Tetrault, Aptose' Corporate Counsel, to act as Secretary of the meeting and Mr. Timothy Li of Computershare to act as scrutineer. The Secretary has confirmed that the notice calling the meeting, including the proxy statement and other documents were mailed on March 10, 2026, to shareholders of record as at February 24, 2026. The secretary has placed with me before this meeting, copies of such notice, the proxy statement, the forms of proxy and the letter of transmittal, together with the confirmations of mailing of these documents. I direct that the confirmations of proof of mailing of the notice be kept by the secretary with the records of the meeting. Our corporate bylaws provide that the meeting may be held electronically. Our corporate bylaws also require a quorum of not less than 2 persons holding at least 33 1/3% of the shares entitled to vote be present virtually at the meeting or represented by proxy. I would ask the Secretary of the meeting to summarize the scrutineer's report on attendance.

The scrutineer's preliminary report now has been received, and it shows that there are shareholders and proxy holders present or represented at this meeting, representing 1,164,030 shares or 45.60% of the issued and outstanding shares.

Thank you, Mr. Secretary. I have before me and I adopt the scrutineer's preliminary report on attendance, whether in person or by proxy through the online webcast platform, which confirmed that a quorum is present. I direct that a copy of the final report on attendance be filed with the records of the meeting. As notice of the meeting has been properly given and a quorum is present, accordingly, I now declare today's meeting to be properly constituted for the transaction of the business for which it has been called. The formal business of this meeting consists of: one, passing a special resolution approving the continuance resolution, the full text of which is set forth in Appendix A to the proxy statement, approving the continuance of the company out of the jurisdiction of Canada under the Canada Business Corporations Act and into the jurisdiction of Alberta under the Business Corporations Act of Alberta; and two, passing a special resolution approving the arrangement resolution, the full text of which is set forth in Appendix D to the proxy statement, approving a statutory arrangement pursuant to Section 193 of the Business Corporation Act of Alberta, and as contemplated by the arrangement agreement dated November 18, 2025, as amended and restated on February 23, 2026, all as more particularly described in the proxy statement, pursuant to which Hanmi Pharmaceutical Company Limited and HS North America Limited would acquire all of the issued and outstanding common shares of Aptose that are not currently or controlled by Hanmi or HS or their respective affiliates. To expedite the formal part of the meeting, Mr. Payne will move, and I will second all motions. While this procedure will facilitate the handling of the formal matters, registered shareholders or duly appointed and registered proxy holders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the Chair on any motion, please type in your question or comment in the message section once it opens during the discussion period. The Secretary will read the question aloud if there is any relevant discussion or a question. All motions will be moved and seconded once the formal matters of the meeting have been presented. The first item of business is to consider and, if deemed appropriate, approve the continuance of the corporation out of the jurisdiction of Canada under the Canada Business Corporation Act and into the jurisdiction of Alberta under the Business Corporations Act of Alberta. The continuance is being pursued in connection with the closing of the corporation's proposed arrangement with Hanmi Pharmaceutical Company Limited and HS North America Limited and must be approved in order for such arrangement to be effective. Information concerning the proposed continuance, including a comparison of the shareholder rights under the Canada Business Corporation Act and Alberta's Business Corporation Act is set forth in the proxy statement dated February 23, 2026. To be effective, the continuance resolution will require the affirmative vote of at least 2/3 of the votes cast by shareholders virtually present or represented by proxy and entitled to vote at the meeting. Broker nonvotes will not be included in the total votes cast and will not affect the results. The full text of the continuance resolution is set out in the Appendix A of the proxy statement dated February 23, 2026. Unless there are any objections, I will dispense with the reading of the continuance resolution. As Chair of the meeting, following the approval of the continuance resolution by shareholders, the meeting will be paused during which time McCarthy Tetrault, LLP will file the continuance documents with the appropriate registrars and complete the continuance. Mr. Payne, please make the motions for the approval of the continuance resolution.

Mr. Chair, I move the continuance resolution be approved.

Thank you, Mr. Payne. I second Mr. Payne's motion. Mr. Secretary, are there any questions or discussions on this motion?

There is no discussion at this time.

Thank you, Mr. Secretary. As there is no discussion, I'll now call for a vote on the motion before the meeting. As previously mentioned, voting today will be conducted by electronic ballot. The first vote will be to approve the continuance resolution. The voting will remain open for an additional 1 minute. Once the electronic balloting closes, the voting page will disappear, and your votes automatically will be submitted. We now will pause for 1 minute. [Voting]

Mr. Secretary, is there any other business related to the continuance resolution that any shareholder or proxy holder present wishes to bring to the attention of the meeting at this time?

There is no proposal for other business related to the continuance resolution.

Thank you, Mr. Secretary. As there is no further business, I now declare the polls closed, and we will proceed to present the voting results. I now ask the Secretary to provide the preliminary results of the scrutineers' tabulation of today's votes on the continuance resolution.

Thank you, Mr. Chair. The scrutineer confirms the percentage of required votes are favorable to the approval of the continuance resolution.

Thank you, Mr. Secretary. I declare the continuance resolution as carried. The exact number of votes cast in respect of the continuance resolution will be filed on SEDAR+ and EDGAR. There will now be a quick pause during which McCarthy Tetrault, LLP will file the continuance documents with the appropriate registrars and complete the continuance. After the continuance is complete, we will resume this meeting as an Alberta Corporation to consider the arrangement under Section 193 of the Business Corporations Act of Alberta involving the corporation and its shareholders, Hanmi Pharmaceutical Company Limited and its shareholders and HS North America Limited and its shareholders, all as more particularly described in the proxy statement dated February 23, 2026. We now will pause briefly, possibly for 5 minutes or thereabout. [Break]

And we are back, and I thank you for your patience. I have just been informed that the continuance is now complete. The second item of business is to consider pursuant to the interim order and if deemed advisable, to pass with or without variation, the arrangement resolution, the full text of which is set forth in Appendix D to the proxy statement, approving a statutory arrangement pursuant to Section 193 of the ABCA and as contemplated by the arrangement agreement dated November 18, 2025, as amended and restated on February 23, 2026, all is more particularly described in the proxy statement, pursuant to which Hanmi Pharmaceutical Company Limited, and HS North America Limited would acquire all of the issued and outstanding common shares of Aptose that are not currently owned or controlled by Hanmi or HS or their respective affiliates. The full text of the arrangement resolution is attached as Appendix D to the proxy statement. Pursuant to the interim order and multilateral instrument 61-101, protection of minority security holders in special transactions, also known as MI-61-101, the arrangement resolution will require the affirmative vote of at least 2/3 of the votes cast by the shareholders virtually present or represented by proxy and entitled to vote at the meeting; and two, a simple majority or 15% plus 1 of the votes cast by the shareholders virtually present or represented by proxy and entitled to vote at the meeting, excluding the votes of shareholders whose votes are required to be excluded for the purpose of such vote under instrument MI-61-101 the minority shareholders. Broker nonvotes will not be included in the total votes cast and will not affect the result. The arrangement is also subject to the approval of Court of King's Bench of Alberta. The Board, having taken into account such factors and matters as it considered relevant, including, among other things, the unanimous recommendation of the [Transaction Committee] of the Board of Directors and other factors described in the proxy statement unanimously recommends that the shareholders vote for the arrangement resolution. With the consent of the meeting, I will dispense with the reading of the arrangement resolution. Mr. Payne, please make the motions for the approval of the arrangement resolution.

Mr. Chair, I move that the arrangement resolution be approved.

Thank you, Mr. Payne. I second Mr. Payne's motion. Mr. Secretary, are there any questions or discussions on these motions?

There is no discussion at this time.

Thank you, Mr. Secretary. As there is no discussion, I now call for a vote on the motion before the meeting. As previously mentioned, voting today will be conducted by electronic ballot. Voting on the arrangement resolution will remain open for an additional 1 minute. Once the electronic balloting closes, the voting page will disappear and your votes automatically will be submitted. We now will pause for 1 minute. [Voting]

Now before announcing the voting results, Mr. Secretary, is there any other business that any shareholders or proxy holders present wish to bring to the attention of the meeting?

There is no other business.

Thank you. As there is no further business, I now declare the polls closed, and we will proceed to present the voting results. I now ask the Secretary to provide the preliminary results of the scrutineers' tabulation of today's votes on the arrangement resolution.

Thank you, Mr. Chair. The scrutineer confirms the percentage of required votes are favorable to the approval of the arrangement resolution.

Thank you. I have now received the scrutineer's preliminary report in respect of the arrangement resolution, which I accept. I am pleased to declare that the arrangement resolution has been passed by more than 2/3 of the total votes cast by shareholders and at least a majority of the votes cast by shareholders, excluding the votes attached to those shares, which must be excluded pursuant to multilateral instrument 61-101. The exact number of votes cast in respect to the arrangement resolution will be filed on SEDAR+ and EDGAR. We now will take a few moments to answer any questions received during today's meeting.

There are no questions at this time.

Thank you. As there are no questions, I would like to take this opportunity to thank the current shareholders for their support, all shareholders and proxy holders for your attendance today and to all our employees for their commitment and their diligence. Finally, we wish to express our sincere gratitude to the patients, their families and their caregivers, our dedicated employees and our supportive shareholders. We wish you a good rest of the day. Thank you.