Milestone Pharmaceuticals Inc. ($MIST)

Hello, and welcome to the Annual Meeting of Shareholders of Milestone Pharmaceuticals, Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. During the meeting, registered shareholders may submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Joe Oliveto. Joe, the floor is yours.

Good morning. I'm Joe Oliveto, the Chief Executive Officer of Milestone Pharmaceuticals. Welcome to all of you to Milestone's 2026 Annual Meeting of Shareholders. As you know, we are hosting our annual meeting through a virtual online platform. We believe this affords us the opportunity for continued engagement with our shareholders regardless of location. With that in mind, I want to thank you all for taking the time to join us. While the meeting is virtual only, registered shareholders will have the opportunity to ask questions or make a comment online during the Q&A portion. I'd like to caution you that forward-looking statements may be made during this meeting or the question period following the meeting, and actual results could differ materially from forecasts, projections, estimates, expectations or conclusions in such forward-looking statements. You may find additional information about the material factors and assumptions that could cause actual results to differ in our most recent annual report on Form 10-K and subsequent SEC filings. Before I call the meeting to order, I would also like to take the opportunity to encourage you to review the rules of conduct for the meeting, which are posted in the virtual meeting platform. I'd also like to introduce you to the members of the Milestone Pharmaceuticals Board. In addition to myself, they are Stuart Duty, Seth Fischer, Lisa M. Giles, Joseph C. Papa, Andrew Saik, Michael Tomsicek and Robert J. Wills, PhD, who is the Chair of our Board. I'd like to thank our Board members as well as the members of our management team for their dedication and willingness to serve. All of our Board members are present at this meeting as well as Amit Hasija, our Chief Financial Officer; and David Sandoval, our General Counsel and Chief Compliance Officer. I would also like to introduce Gregory Tremlin of PricewaterhouseCoopers LLP, the company's auditors, who are available to respond to appropriate questions; and Ryan Sansom and Paul Alexander of Cooley LLP and Jeremy Brisset of Stikeman Elliott LLP, the company's legal counsel. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of the meeting, shareholders who are attending this meeting with a valid 15-digit control number may submit questions or comments for the Q&A portion of the meeting through the text box located in the virtual meeting screen. Please note that this meeting is being recorded. We kindly request that shareholders limit their questions to one topic per question and to one question per shareholder. Questions from shareholders will be grouped by topic and one representative question will be read aloud before the appropriate milestone individual answers as time permits. As noted in the meeting -- I'm sorry, as noted in the annual meeting rules of conduct, we will only answer questions that are relevant to the meeting and the proposals presented. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the shareholders' list?

I have at this meeting a complete list of the shareholders of record of the company's common shares as of April 15, 2026, the record date for this meeting. On May 1, 2026, a notice of Internet availability of proxy materials was deposited in the Canadian Postal system to registered shareholders of record at the close of business on April 15, 2026.

At this time, I would like to introduce Steve Gilbert, a representative of Computershare Investor Services, Inc. I am appointing Mr. Gilbert to act as Inspector of Election at this meeting. Mr. Gilbert has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Mr. Gilbert's function is to decide upon the qualifications of voters, accept their votes and when balloting on all matters is complete, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

I've been informed by the Inspector of Election that proxies have been received for 76,322,487 of the 119,637,391 common shares outstanding on the record date, which represents approximately 63.79% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

The first item of business is the presentation of the company's audited consolidated financial statements for the year ended December 31, 2025. A copy of such financial statements is available on the company's profile on SEDAR and EDGAR. A copy of such financial statements has also been made available per the notice of Internet availability of proxy materials mailed to all shareholders of record at the close of business on April 15, 2026. We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. The polls will be open to voting after we go through the matters to be voted on. There are 4 proposals to be considered today by the shareholders. The first proposal up for vote is the election of 8 nominees for director to hold office until the close of the 2026 Annual Meeting of Shareholders or until their successors are duly elected or appointed or until such directors' earlier resignation or removal. In accordance with the provisions of our bylaws, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. No shareholders submitted such notice. Therefore, I declare the nominations for directors closed. The nominees for director are Stuart M. Duty, Seth Fischer, Lisa M. Giles, Joseph Oliveto, Joseph C. Papa, Andrew R. Saik, Michael Tomsicek and Robert J. Wills, PhD. The second proposal up for vote today is the appointment of PricewaterhouseCoopers as the independent registered public accounting firm of the company to hold office until the close of the 2027 Annual Meeting of Shareholders and the authorization of Milestone's Board to fix PwC's remuneration. Apologies, I do want to go back to the first proposal. There was an error. It was to hold office until the close of the 2027 Annual Meeting of Shareholders, not the 2026 Annual Meeting of Shareholders. The third proposal up for vote today is the amendment of the company's 2019 equity incentive plan as amended to increase the number of shares authorized for issuance by 6,800,000 as described in the proxy statement relating to this meeting. The fourth proposal for vote today is the advisory vote on the compensation of the company's named executive officers as described in the proxy statement. Shareholders have been asked to vote on an advisory basis on the following resolution: Resolved that the shareholders of Milestone Pharmaceuticals, Inc. approve on an advisory basis, compensation paid to the company's named executive officers as disclosed in its proxy statements for the 2026 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion. Voting today is by proxy and electronic ballot. Each common share is entitled to one vote. We will open the voting for registered shareholders and duly appointed proxy holders momentarily. The electronic ballot should automatically open on the virtual meeting platform. Shareholders who have submitted proxies or who have previously voted via the Internet or by phone and who do not wish to change their vote do not need to take further action. Their prior votes will be counted automatically. The polls will remain open for approximately two minutes. We will now review if there are any questions submitted about the proposals before we open the polls. As a reminder, we will only review and answer questions at this time that pertain to the relevant to the meeting and the proposals presented. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. David, are there any questions?

I confirm there are no such questions. As noted earlier, to ensure I confirm there are no such questions. Joe, over to you.

Okay. We will now proceed with the voting portion of the meeting. Will the secretary please open the polls for voting.

Yes. [Voting]

The polls will be closing in 30 seconds. The inspector of election will not accept any votes once the polls close. The time is 11:13 a.m. Eastern Time, and the polls are now closed for voting. We will take a moment now for the inspector of elections to tabulate the votes.

We have the preliminary results of the voting once available.

Will be available momentarily. The Inspector of Election has provided us with preliminary results and confirmed that we have received the necessary votes required to pass the following: each of Stuart M. Duty, Seth Fischer, Lisa M. Giles, Joseph Oliveto, Andrew R. Saik, Michael Tomsicek, Joseph Papa and Robert J. Wills, Ph.D., has been elected as a director to serve until the close of the 2027 Annual Meeting Shareholders or until their successors are duly elected or appointed or until such directors' earlier resignation or removal. The appointment of PwC as the auditor of the company to hold office until the close of the 2027 Annual Meeting of Shareholders and the authorization of the Milestone Board to fix PwC's remuneration has been approved. The company's 2019 equity incentive plan as amended, which increases the number of shares authorized for issuance by 6,800,000 is approved. The resolution concerning the advisory vote on the compensation of the company's named executive officers is approved. A full tally of the votes will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission within the next four business days.

Thank you. With no further business, I hereby adjourn today's meeting. We will now entertain applicable questions from shareholders or proxy holders posted in the virtual meeting platform. Okay. It appears there are no additional questions. To conclude, thank you again for your attendance at today's meeting and for your continued support of Milestone Pharmaceuticals.

This concludes the meeting. You may now disconnect.