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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

TRILLIUM THERAPEUTICS INC.

(Name of registrant as specified in its charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐

Fee paid previously with preliminary materials.

☐

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

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[MISSING IMAGE: lg_trilliumtherapeuti-4clr.jpg]

Annual General and Special Meeting of Shareholders

Management Information Circular and Proxy Statement

This Management Information Circular and Proxy Statement (this “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management of Trillium Therapeutics Inc. (the “Corporation”), for use at our Annual General and Special Meeting of Shareholders to be held virtually on June 8, 2021 at the time and place and for the purposes set out in the accompanying Notice of Annual General and Special Meeting of Shareholders and any adjournment or postponement thereof.

No person has been authorized to give any information or make any representation in connection with any matters to be considered at the Annual General and Special Meeting, other than as contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

April 28, 2021

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TRILLIUM THERAPEUTICS INC.

Notice of Annual General and Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of Shareholders (the “Meeting”) of Trillium Therapeutics Inc. (the “Corporation”) will be held on June 8, 2021, at 1:00 pm (Toronto time). The Meeting will be conducted as a virtual meeting only. Shareholders and duly appointed proxyholders may attend the virtual Meeting at https://web.lumiagm.com/268053638. The Meeting is being held for the following purposes:

to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2020 (the “2020 Financial Statements”), together with the auditors’ report thereon;

to elect seven (7) directors of the Corporation for the ensuing year;

to reappoint Ernst & Young, LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors;

to consider and act upon an advisory vote on the compensation of the Corporation’s named executive officers, as described in the Management Information Circular and Proxy Statement prepared in connection with the Meeting (the “Circular”);

to consider and act upon an advisory vote on the frequency of future advisory votes on the compensation of the Corporation’s named executed officers, as described in the Circular; and

to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Due to ongoing concerns related to the spread of COVID-19 and in order to protect the health and safety of our shareholders, employees, other stakeholders and the community in general, the Meeting will be held virtually. You can participate online using your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Edge or Firefox. By participating online, you will be able to listen to a live audio cast of the Meeting, ask questions online and submit votes in real time. You may also provide voting instructions before the Meeting by completing the form of proxy (the “Proxy Instrument”) or voting information form (“VIF”) that has been provided to you.

While as of the date of the Circular we intend to hold the Meeting in virtual-only format, we are continuously monitoring the current COVID-19 outbreak and reserve the right to take any measures we deem appropriate and/or required by law. On April 21, 2020, the Province of British Columbia passed an emergency order (the “Emergency Order”), pursuant to the Emergency Programs Act (British Columbia), allowing companies to hold virtual-only meetings during the state of emergency in the Province of British Columbia despite anything to the contrary in applicable legislation or a company’s by-laws. If, after the date of this Circular, the Emergency Order is cancelled or is deemed no longer in effect prior to the Meeting, we may decide to change the format of the Meeting. Changes to the means of holding the Meeting, if any, will be announced by way of press release which will be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com under the Corporation’s profile and on our website at www.trilliumtherapeutics.com. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

Particulars of the foregoing matters are set forth in the Circular. The Corporation has elected to use the notice-and-access provisions under National Instrument 51-102 — Continuous Disclosure Obligations and National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (collectively, the “Notice-and-Access Provisions”), adopted by the Canadian Securities Administrators for the Meeting to reduce its mailing costs and volume of paper with respect to the materials distributed for the purpose of the Meeting. The Notice-and-Access Provisions are a set of rules that permit the Corporation to post the Meeting materials, 2020 Financial Statements and accompanying management’s discussion and analysis (“MD&A”), online rather than making a traditional physical delivery of such materials. Shareholders will still receive this notice of Meeting, together with a Proxy Instrument, or VIF, as the case may be, and

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a financial statement request form. The Corporation will not use procedures known as “stratification” in relation to the use of the Notice-and-Access Provisions.

Shareholders are directed to read the Circular carefully and in full in evaluating the matters for consideration at the Meeting. Further disclosure on the matters set out above may be found in the Circular in the section entitled “Particulars of Matters to be Acted Upon”. The Circular, 2020 Financial Statements, MD&A and other relevant materials are available on the Corporation’s website at www.trilliumtherapeutics.com, for a minimum of one year, and under the Corporation’s directory on SEDAR at www.sedar.com. Any shareholder who wishes to receive a paper copy of such documents free of charge should contact the Corporation’s registrar and transfer agent, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, or by calling toll-free at 1-866-962-0498 (North America only) or direct at 514-982-8716 (outside of North America). In order to be certain of receiving such materials in time to vote before the Meeting, the request should be received by Computershare Investor Services Inc. by May 28, 2021. Any shareholder wishing to obtain additional information about the Notice-and-Access Provisions can contact Computershare Investor Services Inc. by calling toll free at 1-866-964-0492.

The record date for the determination of shareholders of the Corporation entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof (the “Record Date”), is April 19, 2021. Shareholders of the Corporation whose names have been entered in the register of shareholders of the Corporation at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

If you are a registered shareholder of the Corporation, and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof in person, you may complete, date and sign the enclosed Proxy Instrument or other appropriate form of proxy and, in either case, (i) deliver the completed proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, or (ii) vote using the Internet at www.investorvote.com, or (iii) vote using the Telephone at 1-866-732-VOTE(8683) from a touch tone telephone, no later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the date and time of the Meeting, or any adjournment or postponement thereof.

If you are not a registered shareholder of the Corporation, a VIF, instead of a form of proxy, may be enclosed. You must follow the instructions, including deadlines for submission, on the VIF in order to vote your shares.

DATED as of the 28th day of April, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Dr. Jan Skvarka”

Dr. Jan Skvarka
Director, President and Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR

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	MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT					1
	SOLICITATION OF PROXIES					1
	Instructions for Attending the Virtual Meeting					1
	APPOINTMENT OF PROXY HOLDERS					4
	REVOCABILITY OF PROXY					4
	VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES					4
	VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF					5
	ADVICE TO BENEFICIAL HOLDERS OF SECURITIES					6
	BUSINESS OF THE MEETING					6
	Audited Consolidated Financial Statements and Auditors’ Report					7
	Election of Directors					7
	Appointment and Remuneration of the Auditors					14
	Advisory Vote on Named Executive Officer Compensation					14
	Advisory Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation					15
	OTHER MATTERS COMING BEFORE THE MEETING					15
	STATEMENT OF EXECUTIVE COMPENSATION					15
	Compensation Discussion and Analysis					15
	Raise Funding (full year)
	Summary Compensation Table					20
	Outstanding Equity Awards at Fiscal Year End (NEOs)					22
	Incentive Plan Awards — Value Vested or Earned During the Year (NEOs)					23
	Securities Authorized for Issuance under Equity Compensation Plan					24
	The 2020 Omnibus Plan					24
	Pension Benefit Plans					30
	Termination of Employment, Change of Control and Employment Contracts					30
	Directors’ and Officers’ Liability Insurance					31
	Director Compensation					32
	Outstanding Option-Based Awards and Share Based Awards — Directors					34
	Incentive Plan Awards — Value Vested or Earned During the Year — Directors					35
	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS					35
	INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS					35
	INTERESTS OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON					36
	CORPORATE GOVERNANCE DISCLOSURE					37
	Board of Directors					37
	Board Composition; Term of Office					38
	Director Independence					38
	Board and Committee Meetings Held for the Year Ended December 31, 2020					38
	Attendance of Directors for the Year Ended December 31, 2020					39
	Directorships					39
	Orientation and Continuing Education					40

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	Ethical Business Conduct					40
	Communication with the Directors of Trillium					40
	Nomination of Directors					41
	Corporate Governance and Nominating Committee					41
	Compensation Committee					42
	Audit Committee					42
	Other Committees					43
	Assessments					43
	Director Tenure					43
	Diversity					44
	ADDITIONAL INFORMATION					48
	DIRECTORS’ APPROVAL					49
	Schedule A — CORPORATE GOVERNANCE GUIDELINES					1

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2488 Dunwin Drive,
Mississauga, Ontario
L5L 1J9

MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT

Except where indicated otherwise, the following information is dated as of April 28, 2021 and all dollar amounts are in United States dollars.

SOLICITATION OF PROXIES

The information contained in this Management Information Circular and Proxy Statement (this “Circular”) is furnished in connection with the solicitation of proxies by the management of Trillium Therapeutics Inc. (the “Corporation”) for use at the Annual and Special Meeting (the “Meeting”) of the holders (the “Shareholders”) of our common shares (“Common Shares”), to be held on June 8, 2021 at 1:00 pm (Toronto time) and to be conducted virtually at https://web.lumiagm.com/268053638,and at all adjournments or postponements thereof, for the purposes set forth in the Notice of Annual and Special Meeting of Shareholders (the “Notice”).

The solicitation of proxies is being made by or on behalf of the management of the Corporation. It is expected that the solicitation of proxies will be primarily by mail, subject to the use of the Notice-and-Access Provisions (as defined below), but may be supplemented by telephone, facsimile or personal solicitation by our directors, officers, or other regular employees. The costs of solicitation will be borne by the Corporation. No additional compensation will be paid to directors, officers, or other regular employees for such services. None of the directors of the Corporation have informed management in writing that he or she intends to oppose any action intended to be taken by management at the Meeting.

INSTRUCTIONS FOR ATTENDING THE VIRTUAL MEETING

This year’s Meeting will be held virtually. You can participate online using your smartphone, tablet or computer. A summary of the information Shareholders will need to attend the Meeting is provided below.

Registered Shareholders and duly appointed proxyholders who log into the Meeting online will be able to listen to a live audio cast of the meeting, ask questions online and submit votes in real time. You may also provide voting instructions before the Meeting by completing the form of proxy or voting information form that has been provided to you.

Non-registered Shareholders who have not duly appointed themselves as proxy will not be able to participate at the Meeting. If you are a non-registered holder and wish to attend and participate at the Meeting, you should carefully follow the instructions set out on your voting information form and this Circular relating to the Meeting, in order to appoint and register yourself as proxy, otherwise you will be required to login as a guest. Guests can attend the Meeting but cannot vote or ask questions at the Meeting.

Before the meeting:

Shareholders must check that their browser for whichever device they are using is compatible. To do so, all Shareholders should visit https://web.lumiagm.com/268053638 on their smartphone, tablet or computer that they intend to use for the purposes of attending the Meeting. You will need the latest version of Chrome, Safari, Edge or Firefox.

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Any registered Shareholder wishing to appoint a proxyholder and any beneficial Shareholder wishing to appoint themselves or a proxyholder must complete the additional step of registering any duly appointed proxyholder at http://www.computershare.com/Trillium. Failure to do so will result in the duly appointed proxyholder not receiving login credentials.

To access the Meeting, please follow the instructions below, as applicable to you:

Click “Login” and then enter your Control Number (as defined below) and the password “trillium2021” (please note that the password is case sensitive) OR

Click “Guest” and then complete the online form.

In order to find the Control Number to access the Meeting:

Registered Shareholders: The control number is the 15-digit control number (the “Control Number”) provided on your form of proxy provided by Computershare Investor Services Inc. (the “Transfer Agent”).

Duly Appointed Proxyholders: Provided that the appointment has been properly registered at the website above, the Control Number will be provided by the Transfer Agent via email after the proxy voting deadline has passed.

Registered Shareholders:

When registered Shareholders login to the Meeting and accept the terms and conditions, registered Shareholders will be revoking any and all previously submitted proxies, in which case, they will be provided the opportunity to vote by ballot on the matters put forth at the Meeting.

Appointed Proxyholders:

Shareholders who wish to appoint a proxyholder to represent them at the Meeting must submit their duly completed proxy or voting instruction form (as applicable) AND register their proxyholder with the Transfer Agent at http://www.computershare.com/Trillium. Shareholders must submit their duly completed proxy or voting instruction form prior to registering the proxyholder. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username to participate in the Meeting and such proxyholder would only be able to attend the Meeting as a guest.

Guests:

Non-registered Shareholders who have not appointed themselves or a third party as a proxyholder and therefore do not have a control number or a username, may still attend the Meeting as a guest. Guests will not be able to vote or ask questions at the Meeting.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the Meeting.

In order to participate online, registered Shareholders must have a Control Number (which serves as their username) and duly appointed proxyholders must have received an email from the Transfer Agent containing their assigned username.

For additional details and instructions on accessing the Meeting online from your tablet, smartphone or computer, we have also enclosed a Virtual AGM User Guide provided by the Transfer Agent that will be mailed to all registered Shareholders.

While as of the date of this Circular, we intend to hold the Meeting in virtual-only format, we are continuously monitoring the current COVID-19 outbreak and reserve the right to take any measures we deem appropriate and/or required by law. On April 21, 2020, the Province of British Columbia passed an emergency order (the “Emergency Order”), pursuant to the Emergency Programs Act (British Columbia),

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allowing companies to hold virtual-only meetings during the state of emergency in the Province of British Columbia despite anything to the contrary in applicable legislation or a company’s by-laws. If, after the date of this Circular, the Emergency Order is cancelled or is deemed no longer in effect prior to the Meeting, we may decide to change the format of the meeting. Changes to the means of holding the Meeting, if any, will be announced by way of press release which will be filed on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com under the Corporation’s profile and on our website at www.trilliumtherapeutics.com. We do not intend to prepare or mail an amended Circular in the event of changes to the Meeting format.

Notice-and-Access

The Corporation has decided to use the notice-and-access model (collectively, the “Notice-and-Access Provisions”), provided for under National Instrument 51-102 — Continuous Disclosure Obligations (“NI 51-102”) and National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for the delivery of the Meeting materials to its Shareholders. Under Notice-and-Access, instead of receiving printed copies of the Circular, Shareholders will receive the Notice containing instructions on how to access such materials electronically. Together with the Notice, Shareholders will receive a form of proxy (in the case of registered Shareholders) or voting instruction form (in the case of non-registered Shareholders) (collectively, the “Printed Materials”), enabling them to vote at the Meeting. The Corporation has not adopted a stratification procedure whereunder printed copies of the Meeting materials are delivered to certain shareholders and not to others.

Notice-and-Access Provisions means provisions concerning the delivery of proxy-related materials in Section 9.1.1 of NI 51-102, in the case of registered Shareholders, and Section 2.7.1 of NI 54-101, in the case of non-registered or beneficial Shareholders, which would allow an issuer to make available an information circular forming part of proxy-related materials to shareholders via certain specified electronic means provided that the conditions of NI 51-102 and NI 54-101 are met.

The Notice-and-Access Provisions are a mechanism which allows reporting issuers other than investment funds to choose to deliver proxy-related materials to registered holders and beneficial owners of securities by posting such materials on SEDAR and on a non-SEDAR website (usually the reporting issuer’s website and sometimes the registrar and transfer agent’s website), rather than delivering such materials by mail. The Notice-and-Access Provisions can be used to deliver materials for both special and general meetings. Registered and beneficial Shareholders will be entitled to request delivery of a paper copy of the information circular at the reporting issuer’s expense. Reporting issuers may still choose to continue to deliver such materials by mail.

The use of the Notice-and-Access Provisions reduces paper waste and mailing costs to the Corporation. In order for the Corporation to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting the Meeting materials electronically on SEDAR and on a website that is not SEDAR, the Corporation must send a notice at least 30 days before the date of the Meeting to Shareholders, including beneficial Shareholders, indicating that the proxy-related materials have been posted and explaining how a Shareholder can access them or obtain from the Corporation, a paper copy of those materials. The Meeting materials have been posted under the Corporation’s SEDAR profile at www.sedar.com and on the Corporation’s website at www.trilliumtherapeutics.com.

In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the meeting materials to be posted on the applicable website and other materials to be delivered to Shareholders. The requirements of that notice, which requires the Corporation to provide basic information about the Meeting and the matters to be voted on, to explain how a Shareholder can obtain a paper copy of the Circular and any related financial statements and management’s discussion and analysis, and to explain the Notice-and-Access Provisions process, have been built into the Notice forming part of the Printed Materials.

Copies of the Printed Materials are being sent by mail to those Shareholders entitled to receive notice of the Meeting. The Printed Materials will also be furnished to banks, securities dealers, and clearing agencies (“Intermediaries”) holding in their names our Common Shares, beneficially owned by others to forward to

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such beneficial Shareholders. We are not sending Printed Materials directly to non-registered Shareholders who are non-objecting beneficial owners of Common Shares, but will make delivery through such Intermediaries. We will pay for Intermediaries to deliver Printed Materials to non-registered holders who are objecting beneficial owners of Common Shares.

APPOINTMENT OF PROXY HOLDERS

Shareholders may vote at the Meeting in person or by proxy. The persons named in the form of proxy included in the Printed Materials are directors or executive officers of the Corporation. A Shareholder has the right to appoint a person other than the persons specified in such form of proxy (who need not be a Shareholder of the Corporation) to attend and act on behalf of the Shareholder at the Meeting. To exercise such right, the names and titles of the nominees of the Corporation must be crossed out and the name of the Shareholder’s appointee should be legibly printed in the blank space provided in the form of proxy included in the Printed Materials or the Shareholder may complete another appropriate form of proxy. In addition, the Shareholder must register any duly appointed proxyholder at http://www.computershare.com/Trillium.

In light of COVID-19, we strongly encourage Shareholders to vote in advance of the Meeting.

Those Shareholders who wish to be represented by proxy at the Meeting, must complete, date and sign the enclosed form of proxy or other appropriate form of proxy and, in either case, (i) deliver the completed proxy to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, or (ii) vote using the Internet at www.investorvote.com, or (iii) vote using the Telephone at 1-866-732-VOTE(8683) from a touch tone telephone, no later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the date and time of the Meeting, or any adjournment or postponement thereof.

REVOCABILITY OF PROXY

A Shareholder who has given a proxy may revoke it by depositing an instrument in writing executed by the Shareholder or by his attorney, authorized in writing, or if the Shareholder is a body corporate, under its corporate seal (if applicable) or by an officer or attorney thereof duly authorized, to the Transfer Agent, by delivery to 100 University Avenue, 8th Floor, Toronto, ON M5J 2Y1, any time that is no later than 48 hours (excluding Saturdays, Sundays and holidays) preceding the date and time of the Meeting, or any adjournment or postponement thereof and upon such deposit, the earlier proxy shall be revoked.

VOTING OF SHARES REPRESENTED BY MANAGEMENT PROXIES

The directors or executive officers named in the enclosed form of proxy will vote or withhold from voting the Common Shares for which they are appointed proxy holders in accordance with the instructions of the Shareholder indicated on the form of proxy. In the absence of such instructions, the directors or executive officers named in the enclosed form of proxy intend to vote the Common Shares represented by the proxy IN FAVOUR of each motion put forth by management of the Corporation.

If a Shareholder appoints a person, other than the directors or executive officers named in the form of proxy included in the Printed Materials to represent such Shareholder at the Meeting and appropriately registers them at http://www.computershare.com/Trillium, such person will vote the Common Shares for which they are appointed proxy holder in accordance with the instructions of the Shareholder indicated on the form of proxy. In the absence of such instructions, such person may vote the Common Shares for which they are appointed proxy holder at their discretion.

The form of proxy included with the Printed Materials confers discretionary authority upon the persons named therein with respect to amendments or variations of matters identified in the Notice, and with respect to any other matters, if any, which may properly come before the Meeting. At the time of printing of this Circular, management knows of no such amendments, variations or other matters to come before the Meeting. However, if any such amendments, variations or other matters which are not now known to management should properly come before the Meeting, the persons named in the form of proxy will vote on such other business in accordance with their best judgment.

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VOTING SHARES AND THE PRINCIPAL HOLDERS THEREOF

The authorized share capital of the Corporation consists of an unlimited number of Common Shares, Class B shares, First Preferred Shares, Series I Non-Voting Convertible First Preferred Shares (the “Series I First Preferred Shares”) and Series II Non-Voting Convertible Preferred Shares (the “Series II First Preferred Shares”), in each case without nominal or par value.

As at April 19, 2021 (the “Record Date”), we have 103,137,173 Common Shares outstanding. Each Common Share carries one vote in respect of each matter to be voted upon at the Meeting. Only the holders of Common Shares of record at the close of business on the Record Date, will be entitled to notice of, and to attend and vote at, the Meeting.

A quorum for the transaction of business at any meeting of Shareholders shall be two persons present in person, each being a Shareholder entitled to vote at the meeting, or a duly appointed proxy or proxy holder for an absent Shareholder so entitled, holding or representing in the aggregate not less than 331∕3% of the issued and outstanding Common Shares of the Corporation.

As at the date hereof, to the knowledge of our directors and executive officers, no person beneficially owns, directly or indirectly or exercises control or direction over more than 10% of our issued and outstanding Common Shares.

The First Preferred Shares shall be entitled to priority over the Common Shares and Class B shares and all other shares ranking junior to the First Preferred Shares with respect to the payment of dividends and the distribution of our assets in the event of our liquidation, dissolution or winding up or other distribution of our assets among our shareholders for the purpose of winding up our affairs.

The First Preferred Shares of each series rank on a parity with the First Preferred Shares of every other series with respect to priority in the payment of dividends and in the distribution of our assets in the event of our liquidation, dissolution or winding up or other distribution of our assets among our shareholders for the purpose of winding up our affairs.

During 2013, we created a new series of shares, our Series I First Preferred Shares. The holders of Series I First Preferred Shares are not entitled to vote at any meeting of our shareholders (except in limited circumstances provided for in the Business Corporations Act (British Columbia) (the “BCBCA”), and they are entitled to receive dividends as determined and declared at the discretion of our board of directors (the “Board”) equally on a one-for-one basis with the holders of shares of the other series of First Preferred Shares.

During 2015, we created a new series of shares, our Series II First Preferred Shares. The holders of Series II First Preferred Shares are not entitled to vote at any meeting of our shareholders (except in limited circumstances provided for in the BCBCA), and they are entitled to receive dividends as determined and declared at the discretion of our Board equally on a one-for-one basis with the holders of shares of the other series of First Preferred Shares. Each issued and fully paid Series II First Preferred Share may at any time be converted, at the option of the holder, into one Common Share, subject to adjustment. In the event of a take-over bid, that is a “formal bid”, the offeror of such bid shall make an offer to acquire the same percentage of outstanding Series II First Preferred Shares as the percentage of Common Shares for which the bid is made, on the same terms and for the same amount and kind of consideration.

As at the Record Date, we have 6,750,000 Series II First Preferred Shares outstanding convertible into 6,750,000 Common Shares, and no Class B shares and Series I First Preferred Shares were issued and outstanding.

On December 18, 2019, we continued under the laws of the Province of British Columbia.

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ADVICE TO BENEFICIAL HOLDERS OF SECURITIES

The information set forth in this section is provided to beneficial holders of our Common Shares who do not hold their Common Shares in their own name (“Beneficial Shareholders”). Beneficial Shareholders should note that only proxies deposited by Shareholders whose names appear on our records as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by an Intermediary, then in almost all cases those Common Shares will not be registered in the Beneficial Shareholder’s name on our records. Such Common Shares will more likely be registered under the name of the Beneficial Shareholder’s Intermediary or an agent of that Intermediary. In Canada, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). In the U.S., these Common Shares are registered under the name of Cede & Co. (the nominee of the Depository Trust Company (“DTC”), which processes transfers of stock certificates on behalf of the DTC). Common Shares held by Intermediaries or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific instructions, the Intermediaries or nominees are generally prohibited from voting Common Shares for their clients. We do not know for whose benefit the Common Shares registered in the name of CDS & Co. and Cede & Co. are held. Therefore, Beneficial Shareholders cannot be recognized at the Meeting for the purposes of voting the Common Shares in person or by way of proxy except as set forth below.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. Often, the form of proxy supplied to a Beneficial Shareholder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the Intermediary how to vote on behalf of the Beneficial Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communication Solutions (Broadridge) in the United States and Canada. Broadridge typically applies a special sticker to proxy forms, mails those forms to the Beneficial Shareholders and requests the Beneficial Shareholders to return the proxy forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder receiving a proxy from Broadridge cannot use that proxy to vote Common Shares directly at the Meeting as the proxy must be returned as directed by Broadridge well in advance of the Meeting in order to have the Common Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his or her Intermediary (or agent of the Intermediary), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote Common Shares in that capacity.

Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own name in the blank space on the form of proxy provided to them and return the same to their Intermediary (or the Intermediary’s agent) in accordance with the instructions provided by such Intermediary (or agent), well in advance of the Meeting.

Beneficial Shareholders should contact their Intermediary through which they hold Common Shares and obtain instructions regarding the procedure for the revocation of any voting or proxyholder instructions previously provided to that Intermediary. Any revocation must be in the manner set out under the heading “Revocability of Proxy”.

BUSINESS OF THE MEETING

At the Meeting, Shareholders will be asked:

to receive the audited consolidated financial statements of the Corporation for the year ended December 31, 2020 (the “2020 Financial Statements”), together with the auditors’ report thereon;

to elect seven (7) directors of the Corporation for the ensuing year;

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to consider and act upon an advisory vote on the compensation of the Corporation’s named executive officers, as described in this Circular;

to consider and act upon an advisory vote on the frequency of future advisory votes on the compensation of the Corporation’s named executed officers, as described in this Circular; and

to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Audited Consolidated Financial Statements and Auditors’ Report

The 2020 Financial Statements and the auditors’ report thereon will be submitted at the Meeting. No vote will be taken regarding the 2020 Financial Statements.

Election of Directors

The articles of the Corporation provide that we have not less than three directors, with the actual number of directors holding office from time to time to be determined by the Board. Currently, the Board is comprised of seven members, all of whom will be standing for re-election at the Meeting. Dr. Kirkman and Dr. Reynolds have resigned from the Board as of April 28, 2021, and Mr. Scott Myers was appointed to the Board as of April 28, 2021. Accordingly, seven directors are proposed to be elected at the Meeting. All directors so elected will, subject to our articles and to applicable laws, hold office until the close of the next annual meeting of Shareholders, or until their respective successors are elected or appointed.

All of the nominees are now members of the Board and have been since the dates indicated below. The term of each current director’s appointment will expire at the Meeting. At the Meeting, the nominees will be voted on individually and, in accordance with applicable Canadian and U.S. securities legislation, the voting results for each nominee will be publicly disclosed.

The Board has adopted a majority voting policy to the effect that if a director nominee in an uncontested election receives a greater number of votes “withheld” than votes “for”, he or she must immediately tender his or her resignation to the Board. The corporate governance and nominating committee will consider the director’s offer to resign and make a recommendation to the Board whether to accept it or not. The Board shall accept the resignation unless there are exceptional circumstances, and the resignation will be effective when accepted by the Board. The Board shall make its final determination within 90 days after the date of the applicable shareholder meeting and promptly announce that decision (including, if applicable, the exceptional circumstances for rejecting the resignation) in a news release. A director who tenders his or her resignation pursuant to the majority voting policy will not participate in any meeting of the Board or the corporate governance and nominating committee at which the resignation is considered. The majority voting policy does not apply to the election of directors at contested meetings; that is, where the number of directors nominated for election is greater than the number of seats available on the Board.

The persons designated in the enclosed form of proxy, unless instructed otherwise, intend to vote FOR the election of the following nominees. Management does not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason at or prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee in their discretion.

The following table sets forth for all persons proposed to be nominated for election as directors, the positions and offices with us now held by them, their present principal occupation and principal occupation for the preceding five years, if applicable, the periods during which they have served as our directors and the number of our Common Shares beneficially owned, directly or indirectly, by each of them, or over which they exercise control or direction as of the Record Date.

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Name Present Office Held Province/State and Country of Residence/ Age as of April 28, 2021	Principal Business Activities, Other Principal Directorships and Function	Director Since	Number of Common Shares
Luke Beshar Director(1)(3) New Jersey, USA Age: 62	Mr. Beshar is an independent biotechnology consultant and financial expert. Mr. Beshar is a former chief financial officer of various public and private companies and has more than 30 years of general and financial management experience. Mr. Beshar has served as a director of REGENXBIO Inc., a publicly held gene therapy company, since May 2015 and is currently chair of its audit committee. Mr. Beshar has served as a director of Protara Therapeutics, Inc., a publicly held company focused on immune-oncology and rare diseases, since October 2018 and is currently chairman of its board of directors and chair of its nominating and corporate governance committee. Mr. Beshar was most recently the Executive/Senior Vice President and Chief Financial Officer of NPS Pharmaceuticals, Inc., a global biopharmaceutical company from November 2007 to February 2015. Mr. Beshar served as Executive Vice President and Chief Financial Officer of Cambrex Corporation, a life sciences company, from December 2002 to November 2007. Mr. Beshar began his career with Arthur Andersen & Co. in 1980 and is a Certified Public Accountant. Mr. Beshar holds a B.S. degree in Accounting and Finance from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business at the University of Virginia. As an independent director, Mr. Beshar supervises our management and helps to ensure compliance with our corporate governance policies and standards. We believe Mr. Beshar is qualified to serve on our Board because of his experience in the life sciences industry and financial expertise.	March 10, 2014	Nil
Jan Skvarka Director, President and Chief Executive Officer Massachusetts, USA Age: 54	Dr. Skvarka has been the President and Chief Executive Officer of Trillium since September 25, 2019. Prior to joining Trillium, Dr. Skvarka served as the President and CEO of Tal Medical, a clinical-stage neuroscience company in Boston, Massachusetts, from 2014 until 2018. Before Tal, Dr. Skvarka spent 14 years with Bain & Company, Boston as a healthcare consultant. He was partner in the Healthcare practice from 2007 until 2013, with a focus on pharmaceutical, biotechnology and medical technology companies. Earlier in his career, Dr. Skvarka worked in the corporate finance arm of Price Waterhouse in London, UK and Vienna, Austria.	September 25, 2019	Nil

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Name Present Office Held Province/State and Country of Residence/ Age as of April 28, 2021	Principal Business Activities, Other Principal Directorships and Function	Director Since	Number of Common Shares
	As President and Chief Executive Officer, Dr. Skvarka is responsible for overseeing our strategic direction, executing business development plans and ensuring that our scientific programs remain funded and advance on schedule. As a director, Dr. Skvarka participates in management oversight and helps to ensure compliance with our corporate governance policies and standards. We believe Dr. Skvarka is qualified to serve on our Board because of his insight into our operations and strategy as a result of being our President and Chief Executive Officer and his experience in the life sciences industry.
Helen Tayton-Martin Director(1)(3) Berkshire, UK Age: 54	Dr. Tayton-Martin has been the Chief Business Officer at Adaptimmune Therapeutics since March 2017, a publicly-listed biotechnology company focused on cancer immunotherapy and a leader in T-cell therapy. Dr. Tayton-Martin co-founded Adaptimmune from the former company Avidex Limited, and served as its Chief Operating Officer from inception in 2008 to March 2017. As CBO she is responsible for business development, alliance management, commercial planning and oversight of the research organisation. Prior to Adaptimmune and its predecessor companies, Dr. Tayton-Martin began her industry career in vaccine and oncology clinical development with Pasteur-Merieux and Sandoz respectively, before spending 10 years in drug development consultancy with UK-based Technomark Consulting. She has a PhD in molecular immunology and an MBA from London Business School. As an independent director, Dr. Tayton-Martin supervises our management and helps to ensure compliance with our corporate governance policies and standards. We believe Dr. Tayton-Martin is qualified to serve on our board of directors because of her experience in the life sciences industry and immunotherapy.	October 1, 2017	Nil
Paul Walker Director(2) California, USA Age: 46	Mr. Walker is a general partner of New Enterprise Associates (NEA), an investment firm focused on venture capital and growth equity investments, where he has specialized in later-stage biotechnology and life sciences investments since 2008. Mr. Walker also sits on the boards of Allakos, Inc. As an independent director, Mr. Walker supervises our management and helps to ensure compliance	February 6, 2020	5,736,363(6)

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Name Present Office Held Province/State and Country of Residence/ Age as of April 28, 2021	Principal Business Activities, Other Principal Directorships and Function	Director Since	Number of Common Shares
	with our corporate governance policies and standards. We believe Mr. Walker is qualified to serve on our board of directors because of his experience in the life sciences industry, his educational background and his experience as a public company director.
Michael Kamarck Director(2)(3)(4) New York, USA Age: 70	Dr. Kamarck has over thirty years of experience in biologics manufacturing and currently serves as Chief Technology Officer for Vir Biotechnology, Inc., where he manages a multi-modality technical approach to the development of treatments for serious infectious diseases such as COVID-19, influenza and hepatitis B. Before joining Vir, Dr. Kamarck was Senior Vice President of Global Vaccines and Biologics Manufacturing and President of Merck BioVentures where he was instrumental in establishing Merck’s global biosimilars business. Prior to Merck, Dr. Kamarck held various senior executive positions at Wyeth Pharmaceuticals, including President, Technical Operations and Product Supply. Dr. Kamarck received his B.A. from Oberlin College, his Ph.D. in biochemistry from Massachusetts Institute of Technology and was a Leukemia Society Fellow at Yale University. As an independent director, Dr. Kamarck supervises our management and helps to ensure compliance with our corporate governance policies and standards. We believe Dr. Kamarck is qualified to serve on our board of directors because of his experience in the life sciences industry and manufacturing expertise.	September 17, 2020	Nil
Paolo Pucci Director(1)(3)(5) Florida, USA Age: 59	Mr. Paolo Pucci most recently served as the Chief Executive Officer of ArQule, Inc., a biopharmaceutical oncology company engaged in the research and development of targeted therapeutics that was acquired by Merck in January 2020. Prior to joining ArQule in 2008, Mr. Pucci worked at Bayer AG from 2001 to 2008, where he served in a number of leadership capacities including President of the Oncology & Global Specialty Medicines Business Units and was a member of the Bayer Pharmaceuticals Global Management Committee. Before Bayer, Mr. Pucci held positions of increasing responsibility with Eli Lilly and Company from 1991 to 2001, culminating with his appointment as Managing Director, Eli Lilly Sweden AB. Mr. Pucci earned an MS in	November 12, 2020	Nil

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Name Present Office Held Province/State and Country of Residence/ Age as of April 28, 2021	Principal Business Activities, Other Principal Directorships and Function	Director Since	Number of Common Shares
	economics and accounting from Università degli Studi di Napoli Federico II and an MBA in marketing and finance from the University of Chicago. Mr. Pucci currently serves as a board member of West Pharmaceuticals Services, Inc., Replimune, Inc. and Merus, N.V. As an independent director, Mr. Pucci supervises our management and helps to ensure compliance with our corporate governance policies and standards. We believe Mr. Pucci is qualified to serve on our board of directors because of his experience in the life sciences industry and oncology expertise.
Scott Myers Director Washington, USA Age: 55(7)	Mr. Myers was appointed as a member of our Board on April 28, 2021. Most recently, Mr. Myers was the Chief Executive Officer and served on the board of directors of AMAG Pharmaceuticals, Inc., a pharmaceutical company, where he led its turnaround and strategic exit to Covis Pharma, S.à.r.l., a pharmaceutical company, in November 2020. Mr. Myers has served as Chairman of the board of directors of Rainier Therapeutics, Inc., an oncology biotechnology company focused on late-stage bladder cancer, from June 2018 to January 2020, and served as its Chief Executive Officer from September 2018 to January 2020. Mr. Myers led Rainier’s asset sale of vofatamab to Fusion Pharmaceuticals Inc. Prior to Rainier, Mr. Myers served as Chief Executive Officer, President and Director for Cascadian Therapeutics, Inc., an oncology company, from April 2016 through its acquisition by Seattle Genetics in March 2018. Mr. Myers is an independent director on the board of directors of Selecta Biosciences (Nasdaq: SELB) and Harpoon Therapeutics, Inc. (Nasdaq: HARP). Mr. Myers holds a B.A. in Biology from Northwestern University and an M.B.A. from the Graduate School of Business (Booth) at the University of Chicago. As an independent director, Mr. Myers supervises our management and helps to ensure compliance with our corporate governance policies and standards. We believe Mr. Myers is qualified to serve on our board of directors because of his experience in the biotechnology industry and his extensive experience in the leadership of both commercial and development stage biopharmaceutical companies.	April 28, 2021	Nil

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Notes:

(1)

Member of our audit committee.

(2)

Member of our corporate governance and nominating committee.

(3)

Member of our compensation committee.

(4)

Dr. Kamarck was appointed to the Board on September 17, 2020.

(5)

Mr. Pucci was appointed to the Board on November 12, 2020.

(6)

Shares held by Growth Equity Opportunities Fund V, LLC, (GEO) and not directly. Mr. Walker is a General Partner of NEA which is the sole member of GEO.

(7)

Mr. Myers was appointed to the Board on April 28, 2021.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years of each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a director.

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Corporation, no proposed director is, or within the ten years prior to the date hereof has been, a director, Chief Executive Officer (the “CEO”) or Chief Financial Officer (the “CFO”) of any company (including the Corporation) that was subject to (a) a cease trade order; (b) an order similar to a cease trade order; or (c) an order that denied the company access to any exemption under securities legislation, that was in effect for a period of more than thirty consecutive days, and issued while that person was acting in such capacity or issued thereafter but resulting from an event that occurred while that person was acting in such capacity.

To the knowledge of the Corporation, no proposed director is, or within the ten years prior to the date hereof has been, a director or executive officer of any company (including the Corporation) 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, 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.

Penalties or Sanctions and Personal Bankruptcies

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

To the knowledge of the Corporation, no proposed director has, within the ten years prior to the date hereof, 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 his or her assets.

Indemnification

No indemnification under section 136 of the Business Corporations Act (Ontario) or under section 160 of the BCBCA was paid or became payable in 2020.

Executive Officers Who Are Not Directors

The following table identifies our executive officers, and sets forth their current positions at Trillium and their ages as of April 28, 2021.

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Name Present Office Held / Officer since / Age			Principal Business Activities and Function
Robert Uger Chief Scientific Officer Ontario, Canada April 9, 2013 Age: 50			Dr. Uger has been the Chief Scientific Officer of Trillium since April 9, 2013 and was the Vice President, Research of Trillium Privateco prior thereto from 2003. As Chief Scientific Officer, Dr. Uger is responsible for developing and implementing our scientific direction, and oversees both internal product development and external research and development programs. Dr. Uger also served on the board of directors from April 29, 2019 to February 6, 2020.
Ingmar Bruns Chief Medical Officer Massachusetts, USA November 2, 2020 Age: 46			Dr. Bruns has been the Chief Medical Officer of Trillium since November 2, 2020. Previously, Dr. Bruns was the senior vice president and head of clinical development at Pieris Pharmaceuticals from October 2017 to November 2020, and from July 2013 through October 2017, Dr. Bruns led clinical development of several oncology assets at Bayer Pharmaceuticals. As Chief Medical Officer, Dr. Bruns is responsible for the design and execution of our clinical and regulatory strategy.
James Parsons Chief Financial Officer Ontario, Canada August 25, 2011 Age: 55			Mr. Parsons has been the Chief Financial Officer of Trillium since August 25, 2011 and was also the Director, Finance of Trillium Privateco. He was previously the Vice President, Finance of DiaMedica Inc. from October 2010 to May 2014. Mr. Parsons sits on the board of Sernova Corp and DiaMedica Therapeutics, Inc. As Chief Financial Officer, Mr. Parsons is responsible for financial and risk management, investor relations, corporate governance and administration.
Penka Petrova Chief Development Officer Ontario, Canada May 29, 2015 Age: 53			Dr. Petrova has been the Chief Development Officer of Trillium since May 29, 2015 and was the Vice President, Drug Development from April 2013 to May 2015. Dr. Petrova joined Trillium Privateco in 2003. As Chief Development Officer, Dr. Petrova is responsible for managing our formal drug development efforts, including all outsourced activities to contract manufacturers and contract research organizations.
Rosemary Harrison Senior Vice President, Corporate Development and Strategy Massachusetts, USA November 5, 2020 Age: 38			Dr. Harrison has been the Senior Vice President, Corporate Development and Strategy of Trillium since November 5, 2020. Previously, Dr. Harrison served in roles within RA Capital Management and as head of rare diseases at Imbria Pharmaceuticals. From 2015 to 2018, Dr. Harrison was head of portfolio management and strategic planning at the Novartis Institutes for Biomedical Research. As Senior Vice President, Corporate Development and Strategy, Dr. Harrison is responsible for business development and strategic partnerships.

The principal occupation and employment during the past five years of each of our executive officers was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our executive officers and any other person or persons pursuant to which he was or is to be selected as an executive officer.

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There are no material legal proceedings to which any of our executive officers is a party adverse to us or our subsidiary or in which any such person has a material interest adverse to us or our subsidiary.

Appointment and Remuneration of the Auditors

Ernst & Young LLP, Chartered Professional Accountants, Licensed Public Accountants, have been our auditors since August 25, 2004. The Board has proposed that Ernst & Young LLP be reappointed as our independent auditors for the year ending December 31, 2021 and that the Board be authorized to fix the auditors’ remuneration.

Unless otherwise directed, the persons named in the form of proxy forming part of the Printed Materials intend to vote at the Meeting IN FAVOUR of the reappointment of Ernst & Young LLP as the Corporation’s auditors and the authorization of the Board to fix the auditors’ remuneration.

Advisory Vote on Named Executive Officer Compensation

The Board is providing Shareholders with an opportunity to cast a non-binding, advisory vote to approve the compensation of our named executive officers.

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables Shareholders to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this Circular in accordance with the SEC’s rules. As described below in the Compensation Discussion and Analysis section, we have developed a compensation program that is designed to motivate employees to achieve short-term and long-term results that are in the best interests of our Shareholders. We believe our compensation policy strikes an appropriate balance between the implementation of responsible, measured compensation practices and the effective provision of incentives for our named executive officers to exert their best efforts for our success.

We are asking for Shareholder approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Circular, which includes the disclosures under the Statement of Executive Compensation section below, and the accompanying compensation tables and the narrative discussion in this Circular. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this Circular.

Shareholder Approval

The following resolution will be put forward for approval by our Shareholders at the Meeting (the “Say-on-Pay Resolution”):

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a)

the compensation paid to the Corporation’s named executive officers, as disclosed in the management information circular and proxy statement of the Corporation dated April 28, 2021 (the “Circular”) pursuant to Section 14A of the United States Securities and Exchange Act 1934, as amended, including the Statement of Executive Compensation, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables included in the Circular is hereby approved, ratified and confirmed on a non-binding advisory basis.”

As this vote is advisory, it will not be binding upon the Board or compensation committee, and neither the Board nor our compensation committee will be required to take any action as a result of the outcome of this vote. However, the Board and compensation committee value the opinion of our Shareholders. Accordingly, the Board and the compensation committee will carefully consider the outcome of this vote when considering future executive compensation policies and decisions.

The Board recommends voting “FOR” the Say-on-Pay Resolution. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote at the Meeting FOR approving the Say-on-Pay Resolution.

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Advisory Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation

The Dodd-Frank Act enables our Shareholders to indicate how frequently they believe we should seek an advisory vote on the compensation of our named executive officers. We are seeking a non-binding, advisory determination from our Shareholders as to the frequency with which Shareholders would have an opportunity to provide future non-binding, advisory approvals of the compensation of our named executive officers. We are providing Shareholders the option of selecting a frequency of every year (“1 YEAR” on the form of proxy), every two years (“2 YEARS” on the form of proxy) or every three years (“3 YEARS” on the form of proxy), or to abstain on the matter.

After careful consideration, the Board recommends that an advisory vote on executive compensation should be held every year. Annual votes will provide the Board and compensation committee with clearer feedback regarding the compensation of our named executive officers. The primary focus of the disclosure of the compensation of our named executive officers required to be included in this Circular is compensation granted in or for the prior fiscal year. Accordingly, an annual executive compensation advisory vote will complement the annual focus of our proxy statement disclosure and provide the Board and compensation committee with the clearest and most timely feedback of the three frequency options. Additionally, an annual executive compensation advisory vote is consistent with our policy of reviewing our compensation programs annually, as well as considering input from our Shareholders on corporate governance and executive compensation matters. This feedback may then be considered by the Board and compensation committee in their annual decision-making process. For these reasons, we believe an annual vote would be the best governance practice for our company at this time.

This vote is advisory, and therefore not binding on the Board or compensation committee. However, the Board and compensation committee value the opinions of our Shareholders and intends to take into account the outcome of the vote when considering the frequency of holding future advisory votes on the compensation of our named executive officers.

Shareholder Approval

The following resolution will be put forward for approval by our Shareholders at the Meeting (the “Say-on-Pay Frequency Resolution”):

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a)

whichever of the frequency options — every year, every two years, or every three years — receives the greatest number of votes cast will be deemed to be the frequency recommended by Shareholders for future non-binding (advisory) Shareholder votes to approve the compensation of our named executive officers.”

The Board recommends that Shareholders vote, on an advisory basis, for every year (“1 YEAR” on the form of proxy) as the frequency for future non-binding, advisory shareholder votes regarding the compensation of our named executive officers. Unless otherwise directed, the persons named in the enclosed form of proxy intend to vote at the Meeting FOR 1 YEAR on the Say-on-Pay Frequency Resolution.

OTHER MATTERS COMING BEFORE THE MEETING

Management knows of no other matters to come before the Meeting other than as referred to in the Notice. Should any other matters properly come before the Meeting, the Common Shares represented by proxy solicited hereby will be voted on such matters in accordance with the best judgment of the person voting such proxy.

STATEMENT OF EXECUTIVE COMPENSATION

All dollar amounts in this Circular are expressed in United States dollars unless otherwise indicated.

Compensation Discussion and Analysis

Compensation Philosophy

The objectives of our executive compensation program are to: (i) attract, retain and motivate quality executives; (ii) align the interests of executives with those of our Shareholders; and (iii) provide total

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compensation to executives that is competitive with that paid by other companies of comparable size engaged in similar business in appropriate regions. The executive compensation program has been designed to reward executives for the reinforcement of our business objectives and values, the achievement of performance objectives and milestones, and their individual performance.

Compensation Oversight

Our executive compensation policy is determined by the compensation committee of the Board. The compensation committee has general oversight of compensation of employees and executive officers. For more information concerning the compensation committee, see “Corporate Governance Disclosure — Compensation Committee”.

In carrying out its duties and responsibilities in relation to compensation, the compensation committee shall, among other things:

•

review and recommend to the independent members of the Board at least annually the compensation of the CEO, including reviewing and recommending goals and objectives relevant to CEO compensation;

•

establish plans for salaries, incentives, and other forms of compensation paid to officers and other employees of the Corporation, and monitor the effectiveness of such plans and the performance thereunder;

•

review and recommend to the Board the corporate goals and objectives for the coming year;

•

determine compensation for the other officers or employees of the Corporation as are designated from time-to-time by the compensation committee, but which in all cases shall include all other executive officers of the Corporation (collectively, the “Evaluated Officers”), with reference to: (1) the achievement of corporate goals and objectives relevant to compensation for the Evaluated Officers; (2) the Board’s evaluation of the performance of the CEO and the CEO’s evaluation of the performance of each of the other Evaluated Officers in light of the personal goals and objectives set for each of the Evaluated Officers; (3) reports and analyses of a qualified compensation consultant of executive compensation of similar positions at peer companies, when requested by the compensation committee; and (4) such other factors as the compensation committee deems appropriate and in the best interests of the Corporation;

•

establish the Corporation’s various compensation plans and arrangements, retention and severance agreements, employment agreements, funded and unfunded retirement plans and other benefit plans, including the Corporation’s equity compensation plans, monitor the effectiveness of such plans and arrangements and the performance of officers thereunder, and amend or terminate such arrangements, as applicable;

•

oversee the Corporation’s administration of and make recommendations to the Board regarding the Corporation’s equity compensation plans;

•

recommend to the Board compensation arrangements for Board members with such adjustments as the compensation committee may recommend from time to time;

•

annually review and assess the compensation policies and practices of the Corporation for its employees generally to determine whether the compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Corporation;

•

review the executive compensation disclosure included in the management information circulars prepared in connection with the Corporation’s annual meetings of Shareholders; and

•

evaluate whether any compensation consultant retained or to be retained by it has any conflict of interest in accordance with applicable United States securities laws.

Compensation Risk

In carrying out its mandate, the compensation committee reviews from time to time the risk implications of our compensation policies and practices, including those applicable to our executive officers. This review

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of the risk implications ensures that compensation plans, in their design, structures and application have a clear link between pay and performance and do not encourage excessive risk taking. Key factors that mitigate compensation risk include the following:

•

executives are compensated based on company-wide performance goals;

•

there is a balance of short-term performance incentives and long-term equity-based awards that vest over time;

•

compensation policies do not rely solely on the accomplishment of specific tasks without consideration of longer term risks and objectives;

•

stock options are a significant portion of executive compensation. Stock options vest over a four year period and encourage sustainable Common Share price appreciation and reduce the risk of actions which may have short-term advantages;

•

base salaries provide a steady income regardless of share price performance, allowing executives to focus on both near term and long term goals and objectives without undue reliance on short term share price performance or market fluctuations;

•

the Employee and Insider Trading Policy prohibits our directors and officers from engaging in short sales of our securities or buying or selling puts, calls or other derivatives that are designed to hedge or offset a decrease in the market value of our securities; and

•

compensation payable under our bonus plan is overseen by the compensation committee. The compensation committee does not consider the applicable periods set for bonus purposes to be heavily weighed to the short-term and believes it has struck an appropriate balance between short-term performance incentives and long-term awards that vest over time.

The compensation committee and the Board considered the implications of the risks associated with the Corporation’s compensation practices and did not identify any risks from the Corporation’s compensation policies or practices that are likely to have a material adverse effect on the Corporation.

Independent Advice

In 2019, the compensation committee retained Meridian Compensation Partners (“Meridian”) which was subsequently replaced by Aon Consulting, Inc. (“Radford”) for 2020, to provide independent advice to the compensation committee. The mandate of Meridian and Radford is to provide assistance and guidance to the compensation committee in its review of executive compensation, including the competitiveness of pay levels, executive compensation design issues, market trends, and technical considerations, as required. The compensation committee has sole authority to retain and terminate any compensation consultant to be used to assist it in the evaluation of executive officer compensation. The compensation committee has authority to retain and obtain advice and assistance from internal or external legal, accounting or other advisors. The compensation committee approves all such consultants’ fees.

The table below sets out the fees billed by Meridian (2019) and Radford (2020) for each of the last two fiscal years in respect of the services noted above:

	December 31, 2020 ($)		December 31, 2019 ($)
Executive Compensation – Related Fees(1)		135,000		18,387
All Other Fees(2)		57,000		1,731
Total Fees		192,000		20,118

Notes:

(1)

Aggregate fees billed by Meridian and Radford, or any of their affiliates, for services related to determining compensation for any of the Corporation’s directors and executive officers.

(2)

Aggregate fees billed for all other services provided by Meridian and Radford, or any of their affiliates that are not reported under (1). All other fees related to governance and human resources related services.

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Comparator Group

In 2020, the Compensation Committee engaged Radford to assist in conducting competitive compensation assessments for our executive officers for the fiscal year ended December 31, 2020. In evaluating the total compensation of our executive officers, the Compensation Committee, with the assistance of Radford, established a peer group of 19 publicly traded biopharmaceutical companies whose area of therapeutic focus, stage of development, number of employees and market capitalization were similar to Trillium. Our 2020 peer group included the following companies:

Anaptys Bio	Arcus Biosciences	Calithera Biosciences
CASI Pharmaceuticals	Concert Pharmaceuticals	Five Prime Therapeutics
G1 Therapeutics	Jounce Therapeutics	KalVista Pharmaceuticals
Kura Oncology	Magenta Therapeutics	MEI Pharma
Molecular Templates	Replimune Group	Scholar Rock
Syndax Pharmaceuticals	Syros Pharmaceuticals	Voyager Therapeutics
ZIOPHARM Oncology

Pay Positioning

The Corporation targets total cash compensation (salary and short-term incentive) at the median of the comparator group, and provides long-term incentive opportunities generally between the 50-75% percentile of the comparator group or higher based on performance. The compensation committee believes that this aligns executive compensation with the long-term interests our Shareholders and with the Corporation’s strategy. Based on benchmark data from the comparator group companies and also taking into account experience in the role, scope of the role, performance and retention risk, the compensation committee set compensation for the executives that is aligned with the target pay positioning set out below.

Compensation Elements

In 2020, our named executive officers (“NEOs”), were Dr. Jan Skvarka, President & Chief Executive Officer, Dr. Robert Uger, Chief Scientific Officer, Dr. Ingmar Bruns, Chief Medical Officer, Dr. Penka Petrova, Chief Development Officer, Mr. James Parsons, Chief Financial Officer, Dr. Robert Kirkman, former Executive Chairman who resigned on April 28, 2021, and Dr. Yaping Shou, former Chief Medical Officer who resigned on October 31, 2020.

In April 2019, with the departure of then President & Chief Executive Officer, Niclas Stiernholm, on April 29, 2019, Dr. Kirkman was appointed Executive Chairman of the Corporation and Dr. Uger assumed the role of Interim President and was appointed as a director of the Board. Both Dr. Kirkman and Dr. Uger continued in their roles until the Corporation appointed and properly transitioned Dr. Skvarka as the new President & CEO and director of the Corporation. Dr. Kirkman acted as Executive Chairman from April 29, 2019 to March 31, 2020 and Dr. Uger acted as Interim President from April 29, 2019 to September 25, 2019 and a director of the Corporation from April 29, 2019 to February 6, 2020.

Compensation for our NEOs is comprised of four primary elements. These are set out below with the purpose of each element:

Compensation Element			Purpose
Salary			Cash payment designed to attract and retain key employees. Salary level takes into consideration the current competitive market conditions, experience, proven or expected performance, and the particular skills of the NEO.
Short-Term Incentive			Cash payment designed to align NEO performance with strategy, to reward the achievement of key milestones and to provide a competitive level of compensation. Short-term incentive awards for target performance are set as a percentage of salary, with actual awards based

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Compensation Element			Purpose
			on performance relative to specific targets. Target awards for each of the NEOs are as follows: • CEO 50% of salary • Other NEOs 35% to 40% of salary
Long-Term Incentive			Award of stock options designed to align NEO compensation with long-term shareholder interests and to provide a competitive level of compensation.
Benefits and Group Registered Retirement Savings Plans			Competitive benefits designed to attract and retain key employees.

The salary of each executive officer is considered by the compensation committee annually. Any increases in salary will depend on the recent performance of the executive officer, his or her potential as a succession candidate for key roles and the executive officer’s development in the position.

Short-term incentive awards for each NEO at target performance are set as a percentage of salary, with actual awards based on performance relative to specific targets. As soon as practical following the year end, the Board determines the Corporation’s performance against predetermined targets and milestones for that year. The resultant corporate performance determines each NEO’s executive’s short-term incentive payment for the year.

Long-term incentives are currently awarded periodically to NEOs in the form of stock options. The purpose and principal features of our existing equity plan is set out under the heading “Statement of Executive Compensation — Securities Authorized for Issuance under Equity Compensation Plan — The 2020 Omnibus Plan”.

For the executive group, the target compensation mix (of salary, annual incentive plan (“AIP”), and stock options) and levels of pay at risk in 2020 were as follows:

[MISSING IMAGE: tm2114196d1-pc_ceo4c.jpg]

Short-Term Incentive Performance Metrics

The performance of the NEOs for the 2020 fiscal year was measured against corporate objectives that were important to the progress of the Corporation. In June 2020, the compensation committee in consultation with Radford made proportional adjustments to the corporate objectives for 2020 in light of the impacts of the COVID-19 pandemic on corporate performance.

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Q1 & Q2 2020 Corporate Objectives	Weight	Achievements at year end
Raise Funding (full year)	33.3%	The objective was achieved above target at 50%.
Execute TTI-621 & TTI-622 Studies	16.7%	The objective was achieved on target at 16.7%.

Q3 & Q4 2020 Corporate Objectives	Weight	Achievements at year end
Execute TTI-621 & TTI-622 Studies	16.7%	The objective was achieved above target at 25%.
Execute CMC campaigns	16.7%	The objective was achieved above target at 25%.
Prepare clinical development plan by a certain date	16.7%	This objective was below target at 8.3%.

For the overall assessment of the objectives, the Board determined that management would be awarded an achievement of 125%. Incentive compensation related to the attainment of these objectives was paid in 2021. Similar performance metrics have been established for the year ending December 31, 2021. The Board will continue to monitor the effects of the COVID-19 pandemic in relation to these performance metrics and may undertake proportional adjustments to these performance metrics following consultation with the compensation committee.

Summary Compensation Table

Outlined below is a summary of the compensation paid, payable, awarded or granted by the Corporation during each of the three most recently completed fiscal years to our NEOs.

Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)				Nonqualified Deferred Compensation Earnings		Pension Value ($)		All other Compensation ($)		Total Compensation ($)
Name and Principal Position	Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)		Option Awards ($)(2)		Annual Incentive Plans(3)		Long-Term Incentive Plans		Nonqualified Deferred Compensation Earnings		Pension Value ($)		All other Compensation ($)		Total Compensation ($)
Jan Skvarka(4) President & CEO and Director		2020		500,000		—		—		5,982,600		312,500		—		—		—		—		6,795,100
Jan Skvarka(4) President & CEO and Director		2019		132,673		25,000		—		1,072,335		82,920		—		—		—		—		1,312,928
Robert Kirkman(5) Former Executive Chairman		2020		81,250		—		—		—		—		—		—		—		—		81,250
Robert Kirkman(5) Former Executive Chairman		2019		219,158		—		132,720		—		—		—		—		—		—		351,878
Robert Uger(6) Chief Scientific Officer		2020		271,696		194,250		—		2,492,750		118,867		—		—		—		10,918(9)		3,088,481
		2019		319,303		—		—		99,723		115,024		—		—		—		—		534,050
		2018		268,979		—		—		323,993		54,132		—		—		—		—		647,105
Ingmar Bruns(7) Chief Medical Officer		2020		73,333		120,000		—		4,655,200		36,667		—		—		—		—		4,885,200
Yaping Shou(8) Former Chief Medical Officer		2020		333,333		300,000		—		—		—		—		—		—		267,798		901,131
		2019		400,000		50,000		—		112,417		175,000		—		—		—		—		787,417
		2018		224,357		50,000		—		1,026,408		44,992		—		—		—		—		1,345,757
James Parsons(6) Chief Financial Officer		2020		252,525		180,375		—		1,794,780		110,480		—		—		—		—		2,338,160
		2019		244,361		—		—		90,205		106,908		—		—		—		—		441,474
		2018		250,000		—		—		289,281		50,312		—		—		—		—		589,593
Penka Petrova(6) Chief Development Officer		2020		252,525		180,375		—		1,395,940		110,480		—		—		—		10,148(9)		1,949,468
		2019		244,361		—		—		90,205		106,908		—		—		—		—		441,474
		2018		250,000		—		—		289,281		50,312		—		—		—		—		589,593

Notes:

(1)

Amounts reported represent a signing bonus of $25,000 paid to Dr. Skvarka in 2019, retention bonuses paid to Dr. Uger, Mr. Parsons and Dr. Petrova in August 2020 in the amounts of $194,250, $180,375 and $180,375, respectively, a signing bonus of $120,000 paid to Dr. Bruns in 2020, retention bonuses paid

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to Dr. Shou in in the amount of $300,000 in 2020 and $50,000 in 2019, and a signing bonus paid to Dr. Shou in 2018 in the amount of $50,000.

(2)

The option-based awards value is the grant date fair value of stock options granted in the year calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 excluding any estimates of forfeitures related to service-based vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 11 to our financial statements for the year ended December 31, 2020 included in our Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the named executive officers upon vesting or exercise of the applicable awards.

(3)

Amounts represent bonuses earned based upon the achievement of corporate performance goals with respect to 2018, 2019 and 2020, which were paid in 2019, 2020 and 2021, respectively.

(4)

Dr. Skvarka joined the Corporation on September 25, 2019 with an annual salary of $500,000. Dr. Skvarka is not compensated as a director.

(5)

Dr. Kirkman was the Executive Chairman from April 29, 2019 to March 31, 2020 with an annual salary of $325,000. Dr. Kirkman was granted 228,000 deferred share units in April 2019 with a grant date fair value of $132,720. Dr. Kirkman’s compensation as a director of the Board is included in Director Compensation below.

(6)

Dr. Uger, Mr. Parsons and Dr. Petrova are paid in Canadian dollars. Their compensation was converted to US dollars using an average annual exchange rate of US$0.74 = CDN $1.00 for 2020, US$0.75 = CDN $1.00 for 2019, US$0.77 = CDN $1.00 for 2018. Dr. Uger received an additional salary of $56,391 in 2019 for his role of Interim President.

(7)

Dr. Bruns joined the Corporation on November 2, 2020 with an annual salary of $440,000.

(8)

Dr. Shou joined the Corporation on June 11, 2018 with an annual salary of $400,000. Dr. Shou resigned as Chief Medical Officer of the Corporation effective October 31, 2020. All other compensation for 2020 includes Dr. Shou’s severance and vacation payout.

(9)

Amounts represent pay out of accrued vacation.

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Outstanding Equity Awards at Fiscal Year End (NEOs)

The following table sets forth information concerning all option-based and share-based awards for each NEO outstanding at December 31, 2020, including awards granted before the financial year ended December 31, 2020.

Name	Option Awards										Stock Awards
	Number of securities underlying unexercised options (#)				Option exercise price ($) USD(2)			Option expiration date	Value of unexercised in-the- money options ($)(3)		Number of shares or units of stock that have not vested (#)		Market or payout value of shares or units of stock that have not vested ($)		Market or payout value of vested share-based awards not paid out or distributed ($)
	Exercisable		Unexercisable(1)		Option exercise price ($) USD(2)			Option expiration date	Value of unexercised in-the- money options ($)(3)		Number of shares or units of stock that have not vested (#)
Jan Skvarka President & CEO and Director		398,437		876,563		$	0.41	September 25, 2029		18,232,500		—		—		—
		175,000		65,000		$	0.29	November 7, 2029		3,460,800		—		—		—
		—		600,000		$	12.03	December 23, 2030		1,608,000		—		—		—
Robert Kirkman(4) Former Executive Chairman		—		—			—	—		—		—		—		3,353,880
Robert Uger Chief Scientific Officer		29,073		—		$	14.54	November 19, 2025		4,942		—		—		—
		29,073		—		$	10.75	May 27, 2026		115,129		—		—		—
		4,954		1,474		$	9.62	November 9, 2027		32,719		—		—		—
		34,939		32,145		$	3.23	November 8, 2028		770,124		—		—		—
		34,559		93,046		$	0.29	November 7, 2029		1,840,064		—		—		—
		—		250,000		$	12.03	December 23, 2030		670,000		—		—		—
James Parsons Chief Financial Officer		36,204		—		$	9.41	April 27, 2024		191,881		—		—		—
		30,171		—		$	14.54	November 19, 2025		5,129		—		—

SEC Form DEF 14A filed by Trillium Therapeutics Inc.