Exhibit 99.1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the shareholders of Neptune Technologies & Bioressources Inc. (the “ Corporation ”):

NOTICE IS HEREBY GIVEN THAT the annual meeting of the shareholders (the “ Meeting ”) of the Corporation will be held at the McCord Museum , located at 690 Sherbrooke Street West, Montreal, Quebec, H3A 1E9, Canada, on August 15, 2018 at 10:30 a.m. , for the following purposes:

SIGNED in Laval, Québec, ON JULY 17, 2018

By Order of the Board of Directors

/s/ Jean-Daniel Bélanger

Jean-Daniel Bélanger

Corporate Secretary

The Corporation’s shareholders may exercise their rights by attending the Meeting or by completing a form of proxy. The directors have established June 25, 2018 as the record date for the purpose of determining the Corporation’s shareholders who are entitled to receive notice of and to vote at the Meeting. Should you be unable to attend the Meeting in person, please complete, date and sign the enclosed form of proxy and return it in the envelope provided for that purpose. Proxies must be received by the transfer agent and registrar of t he Corporation, Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 9 ^th Floor, Toronto, Ontario, Canada, M5J 2Y1, no later than 10:30   a.m. on August 13, 2018 , or, in the event the Meeting is adjourned or postponed, no t less than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened. Your shares will be voted in accordance with your instructions as indicated on the form of proxy, or failing i nstructions, in the manner set forth in the accompanying Circular.

Exhibit 99.2

MANAGEMENT INFORMATION CIRCULAR

Unless otherwise indicated, the following information is given as at July 17, 2018 and all amounts in dollars refer to Canadian currency, unless stated otherwise.

SOLICITATION OF PROXIES BY MANAGEMENT

This management information circular (this “ Circular ”) is provided in connection with the solicitation by the management of Neptune Technologies & Bioressources Inc. (the “ Corporation ”) of proxies to be used at the annual meeting (the “ Meeting ”) of the shareholders of the Corporation (the “ Shareholders ”) to be held at the McCord Museum , located at 690 Sherbrooke Street West, Montreal, Quebec H3A 1E9, Canada, on August 15, 2018 at 10:30 a.m. , and any adjournment thereof for the purposes set out in the accompanying notice of Meeting (the “ Notice of Meeting ”). It is expected that the solicitation will be made primarily by mail. However, directors, officers and employees of the Corporation may also solicit proxies by telephone, fax, email or in person. The cost of solicitation of proxies will be borne by the Corporation.

APPOINTMENT AND REVOCATION OF PROXIES

The persons named in the enclosed form of proxy are directors of the Corporation (“ Directors ”) and officers of the Corporation. Each Shareholder who is entitled to vote at the Meeting is entitled to appoint a person, who need not be a Shareholder of the Corporation, to represent him or her at the Meeting other than those whose names are printed on the accompanying form of proxy by inserting such other person’s name in the blank space provided in the form of proxy and signing the form of proxy or by completing and signing another proper form of proxy. To be valid, the duly completed form of proxy must be deposited at the offices of Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 9 ^th Floor, Toronto, Ontario M5J 2Y1 no later than 10:30 a.m. on August 13, 2018, or, in the event the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened. The instrument appointing a proxy-holder must be executed by the Shareholder or by his attorney authorized in writing or, if the Shareholder is a corporate body, by its authorized officer or officers.

A Shareholder who has given a proxy may revoke it, as to any motion on which a vote has not already been cast pursuant to the authority conferred by it, by an instrument in writing executed by the Shareholder or by the Shareholder’s attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. The revocation of a proxy, in order to be acted upon, must be deposited with Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 9 ^th Floor, Toronto, Ontario M5J 2Y1 no later than 10:30 a.m. on August 13, 2018, or, in the event the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened, or in any other manner permitted by law.

In addition, a proxy may be revoked by the Shareholder executing another form of proxy bearing a later date and depositing same at the offices of Computershare Investor Services Inc. (Attention: Proxy Department), 100 University Avenue, 9 ^th Floor, Toronto, Ontario M5J 2Y1 at any time no later than 10:30 a.m. on August 13, 2018, or, in the event the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the adjourned meeting is reconvened or the postponed meeting is convened.

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EXERCISE OF DISCRETION BY PROXIES

All common shares of the Corporation (the “Common Shares”) represented at the Meeting by properly executed proxies will be voted and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy, the Common Shares represented by the proxy will be voted in accordance with such specifications. In the absence of any such specifications, the management designees, if named as proxy, will vote in favour of all the matters set out herein . Instructions with respect to voting will be respected by the persons designated in the enclosed form of proxy. With respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting, such Common Shares will be voted by the persons so designated at their discretion. At the time of printing this Circular, management of the Corporation knows of no such amendments, variations or other matters.

NON-REGISTERED SHAREHOLDERS

Only registered Shareholders, or proxy holders duly appointed by the Shareholders, are permitted to vote at the Meeting. However, in many cases, shares beneficially owned by a person (a “ Non-Registered Shareholder ”) are registered either:

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders, and often use a service corporation for this purpose. Non-Registered Shareholders will either:

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting of the Common Shares which they beneficially own.

Should a Non-Registered Shareholder who receives a voting instruction form wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should print his or her own name, or that of such other person, on the voting instruction form and return it to the Intermediary or its service corporation. Should a Non-Registered Shareholder who receives a proxy form wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should strike out

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the names of the persons set out in the proxy form and insert the name of the Non-Registered Shareholder or such other person in the blank space provided and submit it to Computershare Investor Services Inc. at the address set out at (b) above prior to the proxy deadline.

In all cases, Non-Registered Shareholders should carefully follow the instructions of their Intermediary, including those regarding when, where and by what means the voting instruction form or proxy form must be delivered.

A Non-Registered Shareholder may revoke voting instructions which have been given to an Intermediary at any time prior to the Meeting by written notice to the Intermediary.

RECORD DATE

Shareholders registered as at June 25, 2018 (the “ Record Date ”) are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the proxy to attend and vote, deliver their proxies at the place and within the time set forth in this Circular.

VOTING SHARES

The authorized share capital of the Corporation is comprised of an unlimited number of Common Shares. Each holder of Common Shares has the right to vote at any meeting of the Shareholders of the Corporation.

As at the Record Date , there were 79,221,689 issued and outstanding Common Shares, each entitling its holder to one (1) vote.

The by-laws of the Corporation provide that during any meeting of the Shareholders, the attendance, in person or by proxy, of Shareholders representing ten percent (10%) of the Common Shares shall constitute a quorum.

PRINCIPAL SHAREHOLDERS

Other than as set forth below, as at the Record Date , to the best of the Corporation’s knowledge, no corporation and none of the Directors or executive officer of the Corporation or other person beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to the Corporation’s Common Shares.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

To the best of the Corporation’s knowledge, no one who has been a (i) Director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year; (ii) a proposed nominee for election as a Director of the Corporation; and (iii) an associate or affiliate of the persons or Companies listed in (i) and (ii) above, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise in any matter to be acted upon other than (a) the election of Directors, and (b) for those individuals listed above who are eligible participants in the Stock Option Plan (as defined below) or the Equity Incentive Plan (as defined below), the interest of such persons in the resolutions approving the renewal of or amendments to such plans.

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PARTICULARS OF MATTERS TO BE ACTED UPON

PRESENTATION OF FINANCIAL STATEMENTS

The annual audited financial statements for the financial year of the Corporation ended March 31, 2018 and the report of the auditors thereon (the “ Annual Report ”) will be placed before the Meeting. The Annual Report was mailed to Shareholders who requested a copy and is also available on SEDAR at www.sedar.com and the Corporation’s website at www.neptunecorp.com .

ELECTION OF DIRECTORS

The Corporation’s articles currently provide that the board of directors of the Corporation (the “ Board ” or the “ Board of Directors ”) may consist of a maximum of ten directors (the “ Directors ”). The Board is currently comprised of seven Directors, two of whom will not be standing for re-election as a Director at the Meeting. The term of office of each of François Roy and Leendert Staal will end at the conclusion of the Meeting. The Board has determined to nominate each of the five current Directors listed below for election as a Director at the Meeting. The Board recommends that Shareholders vote FOR the election of each of the five nominees as Directors.

The persons named in the enclosed form of proxy intend to vote for the election of the five nominees whose names are set forth below. Management does not contemplate that any such nominees will be unable to serve as a Director of the Corporation. However, if, for any reason, any of the proposed nominees does not stand for election or is unable to serve as such, proxies in favour of management designees will be voted for another nominee at their discretion unless the Shareholder has specified in his proxy that his shares are to be withheld from voting in the election of Directors.

The Directors are appointed at each annual meeting of the Shareholders to hold office for a term expiring at the close of the next annual meeting or until their respective successors are elected or appointed. The Directors hold office for a term expiring at the conclusion of the next annual meeting of Shareholders or until their successors are elected or appointed and will be eligible for re-election. A Director appointed by the Board between meetings of Shareholders or to fill a vacancy will be appointed for a term expiring at the conclusion of the next annual meeting or until his or her successor is elected or appointed and will be eligible for election or re-election.

Majority Voting Policy

The Board has adopted a policy that entitles each Shareholder to vote for each nominee on an individual basis. The policy also stipulates that if the votes in favour of the election of a Director represent less than a majority of the Common Shares voted and withheld, the nominee will submit his or her resignation promptly after the Meeting for the consideration of the Board. After reviewing the matter, the Board’s decision whether to accept or reject the resignation offer will be disclosed to the public within 90 days of the Meeting. The Board has discretion to accept or reject a resignation. However, the Board must accept the resignation absent exceptional circumstances. The nominee will not participate in any Board deliberations on the resignation offer. The policy does not apply in circumstances involving contested elections.

Advance Notice

The Corporation’s by-laws contain advance notice requirements for Director nominations. Shareholders who wish to nominate candidates for election as Directors must provide timely notice in writing to the attention of the Secretary of the Corporation, and include the information set forth in the advance notice by-laws of the Corporation. Among other requirements, the notice must be made not less than 30 days and not more than 65 days prior to the date of the relevant shareholder meeting. The Corporation’s by-laws are available on SEDAR at www.sedar.com .

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Nominees for Election as Director

The following table sets out the name and the province and country of residence of each of the persons proposed for election as Directors, and all other positions and offices with the Corporation held by such person, his or her principal occupation, the year in which the person became a Director of the Corporation, and the number of Common Shares, that such person has declared to beneficially own, directly or indirectly, or over which control or direction is exercised by such person as at the date indicated below.

The information as to voting securities beneficially owned or over which the above-named individuals exercise control or direction and the foregoing information is not within the knowledge of the Corporation and has been furnished by the respective nominees.

The following is a brief biography of the nominees:

John M. Moretz – Director

Mr. Moretz currently serves as Chief Executive Officer and President of Moretz Marketing, LLC and is Managing Director for Kathy Ireland, LLC. In addition, he is the managing director for various real estate entities, including LaMoe, LLC and Moretz Mills, LLC. Mr. Moretz spent 39 years in the hosiery industry. He served as the Chairman and Chief Executive Officer of Gold Toe Moretz Holdings Corp. and its subsidiaries prior to its acquisition by Gildan Activewear Inc. in 2011. Mr. Moretz also founded Moretz Marketing in 1987 to create and manage lifestyle brands and create licensing opportunities.

Katherine Crewe, ICD.D – Director

Ms. Crewe is a strong and proactive leader with a consistent track record for identifying and maximizing manufacturing and business processes. She has spent 30 years in the medical device and pharmaceutical manufacturing space for companies with sales and distribution networks spanning the globe. During her career, she held several executive positions in various operations and quality management positions. Most recently, Ms. Crewe was Managing Director, Canadian operations, at Mallinckrodt Pharmaceuticals and prior to this she was Vice President, Operations, at Cryocath Technologies. Ms. Crewe is currently a Chair with TEC Canada, where she works with entrepreneurs, executives and business owners in understanding current challenges and opportunities and helps set objectives and goals, in order to meet new milestones. Ms. Crewe holds the Institiute of Corporate Directors ICD.D designation, a Master of Engineering (Biomedical) from McMaster University and a Bachelor of Science (Chemical Engineering) from Queen’s University.

Dr. Ronald Denis – Director

Dr. Ronald Denis has been Chief of Surgery and director of the Trauma Program at Hôpital du Sacré-Coeur in Montréal since 1997. Also, since 1987, Dr. Denis has occupied the position of medical co-director of the Canadian Formula 1 Grand Prix. Dr. Denis sits on several scientific boards and management committees.

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James S. Hamilton – Director, Preside nt and Chief Executive Officer

Mr. Jim Hamilton became Neptune’s President and CEO in 2015. Prior to this, he was Vice President of Human Nutrition and Health, North America, and President of DSM Nutritional Products USA. He also served on the global management team of DSM Nutritional Product's Human Nutrition Business, an organization with over $2 billion in sales and operations in more than 40 countries. During the course of his over 30-year career, Jim has played a leading role in nutritional ingredients for the dietary supplement, food, animal-feed and personal-care industries. Mr. Hamilton's industry knowledge and innovative approach have made him a valuable contributor to several trade associations. He is a past Chairman of the Board of Directors of CRN, the dietary supplement industry's leading trade association. He currently sits on the Board of Directors of Vitamin Angels, a not-for-profit organization that provides life-changing vitamins to children in need. He has also been an invited speaker to numerous industry and governmental events in the field, including to the United Nations General Assembly to present on “The role of partnerships in the implementation of the UN’s post 2015 development agenda”. Mr. Hamilton is a graduate of Concordia University in Montreal and has attended numerous business and leadership programs at the London Business School and INSEAD.

Richard P. Schottenfeld – Director

Mr. Schottenfeld is the founder and Chairman of Schottenfeld Group holding, the parent company of Koyote Capital which is a proprietary trading firm in New York City. He has also served as the general partner of Schottenfeld Associates and the Schottenfeld Opportunity Fund. Mr. Schottenfeld is a graduate of Franklin & Marshall College with degrees in both Economics and Government. Mr. Schottenfeld has been a frequent guest on CNBC and other business news programs.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Corporation, none of the nominees for election as Director of the Corporation is as at the date hereof, or within 10 years before the date hereof:

Mr. Schottenfeld is the managing member and CEO of Schottenfeld Group LLC (“ SG LLC ”), a registered broker-dealer that was in the business of employing proprietary stock traders. On November 5, 2009, the U.S. Securities and Exchange Commission (“ SEC ”) filed two complaints in the U.S. District Court for the Southern District of New York against SG LLC and three of its former proprietary traders alleging that the traders engaged in insider trading through their SG LLC accounts. The cases were captioned SEC v. Cutillo, et al., Civ 9208 (RJS)(SDNY) and SEC v. Galleon Management, LP, et al., 09 Civ. 8811 (JSR)(SDNY). The allegations were based solely on the actions of former Schottenfeld Group employees. There were no allegations of wrongdoing against Mr. Schottenfeld or any member of SG LLC management. In March and April 2010, SG LLC settled both matters with the SEC, agreeing to the disgorgement of the traders’ profits, the payment of civil penalties, injunctions against future violations of the federal securities laws, and the retention of an independent compliance monitor to review SG LLC’s internal compliance procedures. SG LLC has fully complied with the terms of the settlement and the matter has been completely resolved.

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

Voting for election of Directors is by individual voting and not by slate voting. You can vote your Common Shares for the election of all of these nominees as Directors of the Corporation; or you can vote for some of these nominees for election as Directors and withhold your votes for others; or you can withhold all of the votes attached to the Common Shares you own and, thus, not vote for the election of any of these nominees as Directors of the Corporation.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE ELECTION OF THE PROPOSED NOMINEES AS DIRECTORS OF THE CORPORATION FOR THE ENSUING YEAR.

The voting rights pertaining to Common Shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the election of the proposed nominees as Directors of the Corporation for the ensuing year.

APPOINTMENT OF AUDITORS

At the Meeting, Shareholders will be asked to appoint the firm of KPMG LLP to hold office as the Corporation’s auditors until the close of the next annual general meeting of Shareholders and to authorize the Board of Directors to fix their remuneration. The auditors will hold office until the next annual general meeting of Shareholders or until their successors are appointed. KPMG LLP has been acting as auditors for the Corporation since 2006.

The reappointment of KPMG LLP must be approved by a majority of the votes cast on the matter at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE IN FAVOUR OF THE APPOINTMENT OF KPMG LLP, AS auditors for the Corporation and to authorize the Board to FIX their remuneration.

The voting rights pertaining to Common Shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the appointment of KPMG LLP, as auditors for the Corporation and to authorize the Board to fix their remuneration.

For the financial years ended March 31, 2018 and the 13-month period ended March 31, 2017, the Corporation was billed the following fees for audit, audit-related, tax and all other services provided to the Corporation by its external auditor, KPMG LLP:

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APPROVAL OF RENEWAL OF STOCK OPTION PLAN

The Corporation’s stock option plan (the “ Stock Option Plan ”), in its current form, was last approved by Shareholders at a meeting held on July 14, 2015. For a description of the principal terms of the Stock Option Plan, see “Compensation Discussion and Analysis - Stock Option Plan” below.

In accordance with the requirements of the Toronto Stock Exchange (the “ TSX ”), every three years after adoption, all unallocated options, rights and other entitlements under a security-based compensation arrangement which does not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by the majority of the Shareholders. Because the Stock Option Plan does not have a fixed maximum number of securities issuable pursuant thereto and was last approved by shareholders on July 14, 2015, the Shareholders are required to approve all unallocated options issuable pursuant to the Stock Option Plan by no later than July 14, 2018.

Because the Meeting is currently scheduled to be later than three years from the date the Stock Option Plan was approved by shareholders, all unallocated stock options will be cancelled and the Corporation will not be permitted to make further grants under the Stock Option Plan until Shareholder approval is obtained. Shareholders are therefore being asked at the Meeting to pass a resolution approving the renewal of the Stock Option Plan and approve all unallocated options, rights or other entitlements under the Stock Option Plan, to remain in effect until August 15, 2021. Whether or not the proposed resolution is approved by the Shareholders, all allocated options under the Stock Option Plan will continue unaffected.

If the resolution approving the renewal of the Stock Option Plan and approving all unallocated options under the Stock Option Plan is not approved by the Shareholders at the Meeting, then no new grants of options will be made pursuant to the Stock Option Plan.

Shareholders will therefore be asked at the Meeting to pass the following resolution, with or without variation, relating to the approval as described above (the “ Stock Option Plan Renewal Resolution ”):

RESOLVED THAT:

To be adopted, the Stock Option Plan Renewal Resolution must be approved by at least a majority of the votes cast on the matter at the Meeting.

THE BOARD OF DIRECTORS BELIEVES THE PASSING OF THE STOCK OPTION PLAN RENEWAL RESOLUTION IS IN THE BEST INTEREST OF THE CORPORATION AND RECOMMENDS THAT SHAREHOLDERS OF THE CORPORATION VOTE IN FAVOUR OF THE STOCK OPTION PLAN RESOLUTION.

The voting rights pertaining to shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Stock Option Plan Renewal Resolution.

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APPROVAL OF AMENDMENT TO STOCK OPTION PLAN

On July 6, 2018, the Board approved, subject to Shareholder approval, amendments to the Stock Option Plan to increase the insider participation limits set forth in the Stock Option Plan from 10% to 15%, as described below.

Under the terms of the Stock Option Plan, a grant of options to acquire Common Shares under the Stock Option Plan (“ Stock Options ”) must not result in (a) the number of Common Shares issuable pursuant to Stock Options granted to insiders exceeding 10% of the issued and outstanding Common Shares (on a non-diluted basis) on the date of the grant, or (b) the number of Common Shares issuable pursuant to Stock Options granted to insiders within any twelve (12) month period exceeding in the aggregate 10% of the issued and outstanding Common Shares (on a non-diluted basis) on the date of the grant (collectively, the “ SOP Insider Participation Limits ”).

At the Meeting, Shareholders will be asked to consider a resolution to approve amendments to the Stock Option Plan to increase the 10% SOP Insider Participation Limits (representing 7,880,421 Common Shares as of March 31, 2018) described above to 15% (representing 11,820,631 Common Shares as of March 31, 2018) (the “ Amended SOP Insider Participation Limits” ).

In addition, the Stock Option Plan provides that no amendments to the Stock Option Plan to increase the SOP Insider Participation Limits in excess of 10% can be made without approval of Shareholders (the “ SOP Amendment Approval Provision ”). If the Amended SOP Insider Participation Limits is approved, the SOP Amendment Approval Provision will be increased to 15%, to reflect the changes to the SOP Insider Participation Limits (the “ Revised SOP Amendment Approval Provision ”).

Under the current terms of the Stock Option Plan and before the implementation of the proposed amendment, as of the Record Date, 11,883,253 Common Shares were issuable under the Stock Option Plan. Further, the Stock Option Plan prescribes various limits to the number of Common Shares that can be reserved for issuance for specific grants made under the Stock Option Plan. A copy of the Stock Option Plan which includes the Amended SOP Insider Participation Limits and the Revised SOP Amendment Approval Provision can be obtained by contacting the Corporation’s Corporate Secretary.

The Amended SOP Insider Participation Limits and Revised SOP Amendment Approval Provision are necessary for the Corporation to be able to continue implementing its compensation plan and provide the Corporation with the flexibility to award grants under the Stock Option Plan to achieve appropriate equity incentives.

The Amended SOP Insider Participation Limits and Revised SOP Amendment Approval Provision must be approved by at least a majority of the votes cast by Shareholders at the Meeting who are not insiders to whom Stock Options may be granted under the Stock Option Plan and their associates (the “ Disinterested Shareholders ”). As at the Record Date, and based on the information available to the Corporation, holders of 7,237,985 Common Shares are not entitled to vote on the resolution to approve the Amended SOP Insider Participation Limits under the rules of the TSX and the terms of the Stock Option Plan.

Accordingly, Disinterested Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following ordinary resolution (the “ SOP Insider Participation Limits Resolution ”):

RESOLVED THAT:

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THE BOARD OF DIRECTORS BELIEVE S THE PASSING OF THE SOP INSIDER PARTICIPATION LIMITS RESOLUTION IS IN THE BEST INTEREST OF THE CORPORATION AND RECOMMENDS THAT SHAREHOLDERS OF THE CORPORATION VOTE IN FAVOUR OF THE SOP INSIDER PARTICIPATION LIMITS RESOLUTION.

The voting rights pertaining to shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the SOP Insider Participation Limits Resolution.

In addition to the amendments described above, the Corporation may, in accordance with the terms of the Stock Option Plan, make certain amendments of a housekeeping nature to the Stock Option Plan.

RATIFICATION OF STOCK OPTION GRANTS

Shareholders will be asked to approve a resolution (the “ Option Grant Resolution ”) as set forth below to approve, ratify and confirm a previous grant of a total of 2,095,333 options to purchase Common Shares to certain directors and officers of the Corporation.

To provide appropriate long-term compensation and to align the interests of directors and officers with the interests of Shareholders, the Board granted 2,095,333 options to purchase Common Shares with an exercise price of $1.98 and a term of five (5) years to certain directors and officers of the Corporation on December 6, 2017 (the “ Granted Options ”). The Granted Options were all granted to certain key senior executives pursuant to a special grant of stock options. See “Compensation Discussion and Analysis – Outstanding Share-Based and Option-Based Awards for Named Executive Officers – Option-Based Awards” for the Granted Options granted to NEOs (as defined herein).

The Granted Options are governed by option agreements and, except as provided therein, the terms of the Stock Option Plan also apply to such Granted Options. If the SOP Insider Participation Limits Resolution and the Option Grant Resolution are adopted, the Granted Options will become Stock Options issued under and governed by the Stock Option Plan.

To be adopted, the Option Grant Resolution must be approved by at least a majority of the votes cast by Shareholders on the matter at the Meeting, excluding the votes of the recipients of the Granted Options. As at the Record Date, and based on information available to the Corporation, holders of 885,652 Common Shares are not entitled to vote on the Option Grant Resolution.

Accordingly, Shareholders, excluding certain directors and officers of the Corporation, will be asked to consider, and if deemed advisable, to pass, with or without variation, the following Option Grant Resolution:

RESOLVED THAT:

THE BOARD OF DIRECTORS BELIEVES THE PASSING OF THE OPTION GRANT RESOLUTION IS IN THE BEST INTEREST OF THE CORPORATION AND RECOMMENDS THAT SHAREHOLDERS OF THE CORPORATION VOTE IN FAVOUR OF THE OPTION GRANT RESOLUTION.

The voting rights pertaining to shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Option Grant Resolution.

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APPROVAL OF RENEWAL OF EQUITY INCENTIVE PLAN

As a result of the Corporation’s desire for more flexibility in granting certain equity incentive awards, including restricted shares, restricted share units, performance share units, deferred share units and other stock-based awards (collectively referred to as “ Awards ”), the Board unanimously adopted the Corporation’s equity incentive plan (the “ Equity Incentive Plan ”) on January 30, 2013, subject to Shareholder approval obtained on June 27, 2013. For a description of the principal terms of the Equity Incentive Plan, see “Compensation Discussion and Analysis - Equity Incentive Plan” below.

In accordance with the requirements of the TSX, every three years after adoption, all unallocated Awards, rights and other entitlements under a security-based compensation arrangement which do not have a fixed maximum number of securities issuable thereunder (commonly referred to as “rolling plans”), must be approved by a majority of Shareholders. Because the total number of Common Shares available for issuance under the Equity Incentive Plan is equal to a number that shall not exceed 2.5% of the issued and outstanding Common Shares from time to time and the Equity Incentive Plan was last approved by Shareholders on July 12, 2016, the Shareholders are required to approve all unallocated Awards issuable pursuant to the Equity Incentive Plan by no later than July 12, 2019.

To simplify the procedure of seeking Shareholder approvals in relation to the renewal of the Stock Option Plan and the Equity Incentive Plan every three years, the Board has deemed it desirable to seek such approvals in the same year. Shareholders are therefore being asked at the Meeting to pass a resolution approving the renewal of the Equity Incentive Plan and approve all unallocated Awards, rights or other entitlements under the Equity Incentive Plan to remain in effect until August 15, 2021. Whether or not the proposed resolution is approved by Shareholders, all allocated Awards under the Equity Incentive Plan will continue unaffected.

If the resolution approving the renewal of the Equity Incentive Plan and the unallocated Awards under the Equity Incentive Plan is not approved by Shareholders at the Meeting, then no new Awards will be granted pursuant to the Equity Incentive Plan after July 12, 2019.

Shareholders will be asked at the Meeting to pass the following resolution, with or without variation, relating to the approval as described above (the “ Equity Incentive Plan Renewal Resolution ”):

RESOLVED THAT:

To be adopted, the Equity Incentive Plan Renewal Resolution must be approved by at least a majority of the Shareholders of the Corporation, present in person or represented by proxy.

THE BOARD OF DIRECTORS BELIEVES THE PASSING OF THE EQUITY INCENTIVE PLAN RENEWAL RESOLUTION IS IN THE BEST INTEREST OF THE CORPORATION AND RECOMMENDS THAT SHAREHOLDERS OF THE CORPORATION VOTE IN FAVOUR OF THE EQUITY INCENTIVE PLAN RENEWAL RESOLUTION.

The voting rights pertaining to Common Shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Equity Incentive Plan Renewal Resolution.

APPROVAL OF Amendment to EQUITY INCENTIVE PLAN

On July 6, 2018, the Board approved, subject to Shareholder approval, amendments to the Equity Incentive Plan to increase the insider participation limits set forth in the Equity Incentive Plan from 10% to 15%, as described below.

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Under the terms of the Equity Incentive Plan, a grant of Awards under the Equity Incentive Plan must not result in (a) the number of Common Shares issuable pursuant to Awards or other security based compensation arrangements (within the meaning of the rules of the TSX), including any Stock Options, granted to insiders exceeding 10% of the issued and outstanding Common Shares (on a non-diluted basis) on the date of the grant, or (b) the number of Common Shares issuable pursuant to Awards or other securiby based compensation arrangements (within the meaning of the rules of the TSX), including any Stock Options, granted to insiders within any twelve (12) month period exceeding in the aggregate 10% of the issued and outstanding Com mon Shares (on a non-diluted basis) on the date of the grant (collectively, the “ EIP Insider Participation Limits ”).

At the Meeting, Shareholders will be asked to consider a resolution to approve amendments to the Equity Incentive Plan to increase the 10% EIP Insider Participation Limits (representing 7,880,421 Common Shares as of March 31, 2018) described above to 15% (representing 11,820,631 Common Shares as of March 31, 2018) (the “ Amended EIP Insider Participation Limits ”).

Under the current terms of the Equity Incentive Plan and before the implementation of the proposed amendment, as of the Record Date, 1,980,542 Common Shares were issuable under the Equity Incentive Plan. Further, the Equity Incentive Plan prescribes various limits to the number of Common Shares that can be reserved for issuance for specific grants made under the Equity Incentive Plan. A copy of the Equity Incentive Plan which includes the Amended EIP Insider Participation Limits can be obtained by contacting the Corporation’s Corporate Secretary.

The Amended EIP Insider Participation Limits are necessary for the Corporation to be able to continue implementing its compensation mode and provide the Corporation with the flexibility to award grants under the Equity Incentive Plan to achieve appropriate equity incentives.

The Amended EIP Insider Participation Limits must be approved by at least a majority of the votes cast by Disinterested Shareholders at the Meeting. As at the Record Date, and based on the information available to the Corporation, holders of 7,237,985 Common Shares are not entitled to vote on the resolution to approve the Amended EIP Insider Participation Limits under the rules of the TSX and the terms of the Equity Incentive Plan.

Accordingly, Disinterested Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following ordinary resolution (the “ EIP Insider Participation Limits Resolution ”):

RESOLVED THAT:

THE BOARD OF DIRECTORS BELIEVES THE PASSING OF THE AMENDED EQUITY INCENTIVE PLAN RESOLUTION IS IN THE BEST INTEREST OF THE CORPORATION AND RECOMMENDS THAT SHAREHOLDERS OF THE CORPORATION VOTE IN FAVOUR OF THE EIP INSIDER PARTICIPATION LIMITS RESOLUTION.

The voting rights pertaining to shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the EIP Insider Participation Limits Resolution.

APPROVAL OF NAME CHANGE

The Board has determined that it would be in the best interests of the Corporation to change its name from “Neptune Technologies & Bioressources Inc.” to “Neptune Wellness Solutions Inc.” / “Neptune Solutions Bien-être Inc.” (the “ Change of Name ”) because the new name better reflects and describes the business of the Corporation. To take effect, the Change of Name must be approved by at least two thirds of the votes cast by the Shareholders at the Meeting.

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Accordingly, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following special resolution (the “ Change of Name Resolution ”):

RESOLVED THAT:

THE BOARD OF DIRECTORS BELIEVES THE PASSING OF THE CHANGE OF NAME RESOLUTION IS IN THE BEST INTEREST OF THE CORPORATION AND RECOMMENDS THAT SHAREHOLDERS OF THE CORPORATION VOTE IN FAVOUR OF THE CHANGE OF NAME RESOLUTION.

The voting rights pertaining to shares represented by duly executed proxies in favour of the persons named in the accompanying form of proxy will be exercised, in the absence of specifications to the contrary, FOR the Change of Name Resolution.

The implementation of the Change of Name Resolution is conditional upon the Corporation obtaining the necessary regulatory consents, including the approval of the TSX.

OTHER MATTERS

Management of the Corporation is not aware of any other matters to come before the Meeting other than those referred to in the Notice of Meeting. However, if any other matters that are not known to management should be properly brought before the Meeting, the accompanying form of proxy confers discretionary authority upon the persons named therein to vote on such matters in accordance with their best judgment.

Compensation Discussion and Analysis

“ Named Executive Officer ” (or “ NEO ”) means: (a) a CEO, (b) a CFO, (c) each of the three most highly compensated executive officers of the Corporation, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and the CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, and (d) each individual who would be an NEO under (c) above but for the fact that the individual was neither an executive officer of the Corporation or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

During the fiscal year ended March 31, 2018 (“ Fiscal 2018 ”), the Corporation had five NEOs, being, Mr. James S. Hamilton, President and CEO, Mr. Mario Paradis, Vice President & CFO, Mr. Michel Timperio, President of Cannabis Business, Mr. François-Karl Brouillette, Vice President, Science and Innovation – Nutrition Business and Mr. Marc Vaugeois, Vice President, Sales – Nutrition Business .

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Compensation Governance

Compensation of executive officers and Directors of the Corporation is recommended to the Board of Directors by the Governance and Human Resources Committee (the “ GHR Committee ”). In its review process, the GHR Committee relies on input from management on the assessment of executives and Corporation performance.

During Fiscal 2018, the GHR Committee was composed of the following independent members: Ms. Katherine Crewe, acting as chairperson, Dr. Ronald Denis and Mr. François R. Roy . The GHR Committee establishes management compensation policies and oversees their general implementation. All members of the GHR Committee have direct experience which is relevant to their responsibilities as GHR Committee members. All members are or have held senior executive or director roles within significant businesses or public organizations, several also having public companies experience, and have a good financial understanding which allows them to assess the costs versus benefits of compensation plans. The members combined experience in the Corporation’s sector provides them with the understanding of the Corporation’s success factors and risks, which is very important when determining metrics for measuring success.

Risk management is a primary consideration of the GHR Committee when implementing its compensation program. It does not believe that its compensation program results in unnecessary or inappropriate risk taking, including risks that are likely to have a material adverse effect on the Corporation. Payments of bonuses, if any, are not made unless performance goals are met.

For executive, more than half of target direct compensation base salary + target STIP (as defined below) + target LTIP (as defined below) is considered “at risk”. This mix results in a strong pay-for-performance relationship and an alignment with Shareholders and competitive with other firms of comparable size in similar fields. The CEO makes recommendations to the GHR Committee as to the compensation of the Corporation’s executive officers, other than himself, for approval by the Board. The GHR Committee makes recommendations to the Board of Directors as to the compensation of the CEO, for approval. The CEO’s salary is based on comparable market consideration and the GHR Committee’s assessment of his performance, with regard to the Corporation’s financial performance and progress in achieving strategic performance.

Qualitative factors beyond the quantitative financial metrics are also a key consideration in the determination of individual executive compensation payments. How executives achieve their financial results and demonstrate leadership consistent with the Corporation’s values are key to individual compensation decisions.

The GHR Committee has authority to retain the services of independent compensation consultants to advise its members on executive compensation and related matters, and to determine the fees and the terms and conditions of the engagement of such consultants. In April 2017, the GHR Committee retained the services of Hexarem Inc. (“ Hexarem ”) to review the Corporation’s executive compensation programs, including base salary, short-term incentives, total cash compensation levels, severance packages and total direct compensation of certain senior positions, against those of peer groups of similar and larger size, as measured by market capitalization, biotechnology, pharmaceutical and nutrition companies listed or headquartered in North America. All of the services of Hexarem were provided to the GHR Committee and their report was issued on May 18, 2017.

Following the exit of the krill oil manufacturing business by the Corporation in August 2017 and its subsequent business repositioning, the GHR Committee retained the services of Hexarem in September 2017 to review the Corporation’s long-term incentive program for certain key senior positions. All of the services by Hexarem were provided to the GHR Committee and their report was issued on November 7, 2017.

The GHR Committee has assessed the independence of Hexarem and concluded that its engagement of Hexarem does not raise any conflict of interest with the Corporation or any of the Directors or executive officers. The total remuneration received by Hexarem for their services amounted to an aggregate value of $18,650 (plus taxes).

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The following two comparator groups were used to benchmark the NEO positions.

Benchmarking Against the Canadian Market

The GHR Committee regularly reviews the competitiveness of its compensation programs and the compensation of certain senior positions against other organizations with whom the Corporation compete for talent. The GHR Committee retains the services of an independent advisor to select an appropriate comparator group and to perform a compensation market review. Selected positions are normally reviewed every two or three years.

The comparator group proposed by the independent advisor and approved by the GHR Committee normally meets the following selection criteria:

Compensation review results presented by the Corporation’s independent consultant are size-adjusted to the scope of the Corporation. This method mitigates the impact that much larger companies may have on the competitive compensation levels. Exceptionally, certain senior positions may also be benchmarked against a similar group of U.S. based organizations.

Alignment at Target with 50 ^th Percentile

The Corporation anchors its target compensation at the 50th percentile of the reference market with the following components: (i) 80/120 salary structure with midpoints anchored at the 50th percentile, (ii) STIP and LTIP targets fixed at the 50th percentile of the reference market, and (iii) competitive group benefits.

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The Corporation’s executive compensation program is intended to attract, motivate and retain high performing senior executives, encourage and reward superior performance and align the executives’ interests with those of the Corporation by providing a compensation which is competitive with the compensation received by executives employed by comparable companies and ensuring that the achievement of annual objectives is rewarded through the payment of bonuses and providing executives with long-term incentive through the grant of stock options.

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Use of Fixed and Variable Pay Components

Compensation of NEOs is revised each year and has been structured to encourage and reward the executive officers on the basis of short-term and long-term corporate performance. In the context of the analysis of the compensation for Fiscal 2018, the following components were examined:

Base Salary

Actual base salary paid to executives is set within a salary structure consistent with the Corporation’s pay equity policy with a mid-point aligned with the 50 ^th percentile value of the job within the comparator group. The actual paid salary is set in recognition of the individual’s skills, experience and contribution.

Short-Term Incentive Plan (“ STIP ”)

STIP targets are aligned with the 50 ^th percentile of our reference market and set as a percentage of the executive’s base salary. Mr. James S. Hamilton, President and CEO, is eligible for up to a 50% target bonus (up to a 100% maximum bonus) of his annual base salary, Mr. Mario Paradis, CFO, and Mr. Michel Timperio, President of Cannabis Business, are eligible for up to a 40% target bonus (up to a 80% maximum bonus) of their respective annual base salary, Mr. François-Karl Brouillette, Vice President, Science and Innovation – Nutrition Business and Mr. Marc Vaugeois, Vice President, Sales – Nutrition Business are eligible for up to a 30% target bonus (up to a 60% maximum bonus) of their respective annual base salary.

The STIP is revised by the GHR Committee and its independent advisor every two (2) to three (3) years as market conditions evolve. The annual bonus provides an opportunity for management and executive employees to earn an annual cash incentive based on the global financial results of the Corporation and the degree of achievement of objectives set by the Board of Directors, generally based on actual versus budgeted results.

These performance goals will take into account (i) the Corporation’s adjusted EBITDA (consistent with the definition retained by the Corporation in the preparation of the audited financial statements and accompanying Management & Discussion Analysis) and with budgeted results, (ii) the Corporation’s revenues during the last completed financial year (consistent with the definition retained by the Corporation in the preparation of the audited financial statements and accompanying Management & Discussion Analysis), (iii) the business development of our Cannabis business through the implementation of our commercial strategy and (iv) other personal achievements fulfilled by each executive officer, as the case may be. The Board may apply a corporate multiplier to consider the Corporation’s capacity to pay even if corporate and individual objectives are met.

Long-Term Incentive Plan (“ LTIP ”)

LTIP targets are aligned with the 50 ^th percentile of our reference market and set as a percentage of the executive base salary. LTIP targets are revised by the GHR Committee and its independent advisor every 2 to 3 years as market conditions evolve. The grant of stock options by the Corporation to executives and management aims to recognize and reward the impact of longer-term strategic actions undertaken by management, offering an added incentive for the retention of the Corporation’s executives as well as aligning the interests of the Corporation’s executives with that of its Shareholders.

The GHR Committee is responsible for overseeing and managing the Stock Option Plan. Grants of stock options to executives and management are approved by the Board of Directors. Generally, new stock option grants do not take into account previous grants of stock options when considering new awards. The terms of the Stock Option Plan are described below under the heading “ Stock Option Plan ”.

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The GHR Committee may also determine, in its sole discretion and tak ing into consideration a wide variety of qualitative and quantitative factors, ad hoc numbers of stock options to be granted to participants in order to address extraordinary situation affecting the Corporation’s overall activities.

The CEO is also provided with a pool of stock options for ad hoc grants to a limited number of other contributors. The CEO has the discretion, with the concomitant support of the GHR Committee to allocate none or all the pool at his/her discretion to:

Each ad hoc grant must be ratified and approved by the Board of Directors in order to give full effect to the issuance of such securities under the Stock Option Plan.

In September 2017, the GHR Committee ordered a study report from Hexarem in order to review the Corporation’s long-term incentive program for certain key senior positions following the repositioning of the Corporation’s activities after its exit from the krill oil manufacturing business. The GHR Committee has considered the pros and cons of different designs in order to identify the best-suited approach to support the current and upcoming transformational turnaround challenge. Based on the foregoing, the Co rporation approved the GHR Committee recommendations to award a single grant of stock options to certain key senior positions equal to three times the target annual LTIP value for such position, as set forth under the Management Compensation Policy, provided that (i) such options vest over three years (if not accelerated), and (ii) option holders receiving such options will no longer be eligible to receive annual grant of stock options equal to their respective annual LTIP target as set forth under the Management Compensation Policy during such three years. One third of the special grant of stock options is subject to ratification by Shareholders as described under “Particulars of Matters to be Acted Upon – Ratification of Stock Option Grants”.

The Corporation believes that this substantial immediate incentive is appropriate for a company in a rapid growth phase, or whishing to reinvent itself as it lets the market judge its success. It also provides the necessary retention power consistent with the expected time required to fully deploy its strategic plan and the current and upcoming transformational turnaround challenge.

An Equity Incentive Plan was adopted by the Board of Directors in order to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Directors, employees and consultants of the Corporation and its subsidiaries. The terms of the Stock Option Plan are described below under the heading “Stock Option Plan”, and the terms of the Equity Incentive Plan are described below under the heading “Equity Incentive Plan”.

The Directors and executive officers are not permitted to purchase financial instruments, including for greater certainty, prepaid variable forward contracts, equity swaps, collars or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Director or officer.

Management Share Ownership Policy

Effective for the financial year ended March 31, 2018, executives holding offices of Vice President or above have a maximum period of 5 years to acquire stock ownership equal to one time (1x) their annual base salary, with the exception of the Corporation’s CEO for which such target is set at two times (2x) his/her annual base salary. Similarly, newly appointed executives will have a maximum period of 5 years from the date of their appointment to meet their ownership target. Common Shares, as well as “in-the-money” options granted under the Stock Option Plan, Deferred Share Units (“ DSUs ”), Restricted Share Units (“ RSUs ”) or similar types of equity-based awards granted under the Corporation’s Equity Incentive Plan (collectively the “ Equity-Based Awards ”), count towards meeting these ownership targets.

Ownership targets will be measured annually as at the end of the Corporation’s fiscal year, based on a share market value calculated as the higher of (i) the last 10-day volume weighted average price (10-day VWAP) of the Common Shares trading on the TSX as at fiscal year-end, and (ii) the acquisition cost of the Common Shares (or value of the underlying Common Shares as of the grant date of any Equity-Based Award).

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To foster shareholder alignment and to facilitate equity accumulation as well as compliance with this share ownership policy, the annual STIP bonus payable to such executives, pursuant to the Corporation’s Management Compensation Policy, as amended from time to time, will be payable 50% in cash and 50% in fully-vested DSUs. At the sole discretion of the executive, if he/she elects his/her STIP bonus be paid in full in DSUs only, the executive will be entitled to receive 110% of the STIP bonus payable in fully-vested DSUs.

Stock Option Plan

The following is a summary of important provisions of the Stock Option Plan. It is not a comprehensive discussion of all of the terms and conditions of the Stock Option Plan. Readers are advised to review the full text of the Stock Option Plan to fully understand all terms and conditions of the Stock Option Plan. A copy of the Stock Option Plan can be obtained by contacting the Corporation’s Corporate Secretary.

The Stock Option Plan was adopted on May 10, 2001 and was amended from time to time, including most recently on May 25, 2016.

The grant of options is part of the long-term incentive component of executive and Director compensation and an essential part of compensation. Qualified Directors, employees and consultants of the Corporation and its subsidiaries may participate in the Stock Option Plan, which is designed to encourage optionees to link their interests with those of Shareholders, in order to promote an increase in Shareholder value. Awards and the determination of any exercise price are made by the Board of Directors, after recommendation by the GHR Committee. Awards are established, among other things, according to the role and responsibilities associated with the participant’s position and his or her influence over appreciation in Shareholder value. Any award grants a participant the right to purchase a certain number of Common Shares during a specified term in the future, after a vesting period and/or specific performance conditions, at an exercise price equal to at least 100% of the Market Price (as defined after) of the Common Shares on the grant date.

Under the Stock Option Plan, the “ Market Price ” of Common Shares as of a particular date shall generally mean the volume weighted average trading price of the Common Shares, calculated by dividing the total value by the total volume of Common Shares traded for a relevant period (“ VWAP ”), on the TSX (and if listed on more than one stock exchange, then the highest of such closing prices) during the last ten (10) business days prior to the grant date (10-day VWAP) (or, if the Common Shares are not then listed and posted for trading on the TSX, on such stock exchange in Canada on which the Common Shares are listed and posted for trading as may be selected for such purpose by the Board). In the event that the Common Shares did not trade during such period, the Market Price shall be the average of the bid and asked prices in respect of the Common Shares at the close of trading on any such date during that ten (10) business day period. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of the Common Shares as determined by the Board in its sole discretion. Previous awards may sometimes be taken into account when new awards are considered.

On May 25, 2016, the Board of Directors approved several amendments to the Stock Option Plan pursuant to which (i) all of an option holder’s options will immediately vest on the date of a Change of Control event (as such term is defined in the Stock Option Plan), subject to the terms of any employment agreement or other contractual arrangement between the option holder and the Corporation, (ii) the period during which an option holder can exercise its vested options, in the case of disability or retirement is extended to 12 months, and (iii) the exercise of each option granted under the Stock Option Plan is subject to the satisfaction of all applicable withholding taxes or other withholding liabilities as the Corporation may determine to be necessary or desirable in respect of such exercise. Shareholder approval is not required for the May 25, 2016 amendments as the Stock Option Plan contains specific amendment provisions pursuant to which such amendments may be made to the Stock Option Plan upon approval of the Board, without Shareholder approval.

Options for Common Shares representing, from time to time, up to 15% of the outstanding issued Common Shares then outstanding may be granted by the Board pursuant to the Stock Option Plan. As at the Record Date and as at March 31, 2018, there were respectively 11,883,253 and 11,820,631 Common Shares reserved for issuance pursuant to the Stock Options Plan, representing in each case 15% of the Common Shares issued and outstanding at such dates. As of the Record Date and as of March 31, 2018, there were respectively 10,202,869 and 10,416,546 options outstanding under the Stock Option Plan. For additional information as of March 31, 2018, see “Securities Authorized for Issuance Under Equity Compensation Plans”.

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Not more than 5% of Common Shares issued by the Corporation pursuant to the Stock Option Plan may be granted to any sin gle optionee during a 12-month period (not more than 2% if such optionee is a consultant or an employee providing investor relations services). In addition, the Stock Option Plan, together with any other plan to be established or any options already grante d, will not result in either (i) the number of Common Shares reserved for issuance in connection with options granted to insiders representing more than 10% of the number of Common Shares issued and outstanding, or (ii) the issuance to insiders, during a 1 2-month period, of a number of options representing more than 10% of the number of Common Shares issued and outstanding. At the Meeting, Shareholders will be asked to vote on the SOP Insider Participation Limits Resolution. See “Particulars of Matters to B e Acted Upon – Approval of Amendment to Stock Option Plan”.

Options granted under the Stock Option Plan are non-transferable and are subject to a minimum vesting period of 18 months, with gradual and equal vesting on no less than a quarterly basis. They are exercisable, subject to vesting and/or performance conditions, at the Market Price of the Common Shares on the day prior to the grant of such options. The expiry date of an option is fixed by the Board at the time the particular option is granted, and must not exceed 10 years.

In the event that the holder of options dies, becomes disable or retires from the Corporation while he or she is still an employee, director or consultant, the expiry date of the options will be the first anniversary of the holder’s date of death, disability or retirement, as applicable.

If the holder of options holds his or her option as a director of the Corporation and such holder ceases to be a director of the Corporation other than by reason of death or disability, the expiry date of the option will not exceed the 60th day following the date the holder ceases to be a director of the Corporation unless the holder ceases to be a director of the Corporation as a result of (i) ceasing to meet the qualifications of a director set forth under applicable corporate law, (ii) an ordinary resolution having been passed by the shareholders of the Corporation pursuant to applicable corporate law, or (iii) an order made by any regulatory authority having jurisdiction to so order, in which case the expiry date will be the date the holder ceases to be a director of the Corporation.

If the holder of options holds his or her option as an employee or consultant of the Corporation and such holder ceases to be an employee or consultant of the Corporation other than by reason of death, disability or retirement, the expiry date of the option will not exceed the 60th day following the termination date or, if the employee or consultant provides investor relations services, the 30th day following the termination date, unless the holder (i) ceases to be an employee of the Corporation as a result of termination for cause, or (ii) ceases to be an employee or consultant of the Corporation as a result of an order made by any regulatory authority having jurisdiction to so order, in which case the expiry date will be the termination date.

In the event that an holder of options commits an act of bankruptcy or any proceeding is commenced against the holder under applicable bankruptcy or insolvency legislation in force at the time of such bankruptcy or insolvency, the expiry date of the option will be the date immediately preceding the date on which such holder commits such act of bankruptcy.

Subject to the approval of the relevant authorities, including the TSX if applicable, and compliance with any conditions attached to such approval (including, in certain circumstances, approval by Shareholders) if applicable, the Board may amend, suspend or discontinue the Stock Option Plan, and amend or discontinue any options granted under the Stock Option Plan, at any time without shareholder approval. Without limiting the foregoing, the Board is specifically authorized to amend the terms of the Stock Option Plan, and the terms of any options granted under the Stock Option Plan, without obtaining shareholder approval, to:
(i) amend the vesting provisions, (ii) amend the termination provisions, except as otherwise provided in the Stock Option Plan, (iii) amend the eligibility requirements of eligible Directors, employees or consultants which would have the potential of broadening or increasing insider participation, (iv) add any form of financial assistance, (v) amend a financial assistance provision which is more favourable to Directors, employees or consultants, (vi) add a cashless exercise feature, payable in cash or securities, whether or not the feature provides for a full deduction of the number of underlying Common Shares from the reserved Common Shares, (vii) add a deferred or restricted share unit or any other provision which results in Directors, employees or consultants receiving securities while no cash consideration is received by the Corporation, and (viii) make other amendments of a housekeeping nature or to comply with the requirements of any regulatory authority. However, unless option holders consent to the amendment or termination of the Stock Option Plan in writing, any such amendment or termination of the Stock Option Plan cannot affect the conditions of options that have already been granted and that have not been exercised under the Stock Option Plan.

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The Board may not amend the Stock Option Plan without Shareholders’ approval to: (i) increase the number of Common Shares reserved for issuance under the Stock Option Plan, including a change determining the exercise price of the options, (ii) increase the aggregate number of Common Shares in respect of which options have been granted and remain outstanding so that such number of Common Shares, when taken together with all of the Corporation’s security based compensation arrangements then either in effect or proposed, shall at any time be such as to result in the number of Common Shares issuable to insiders pursuant to stock options exceeding 10% of the issued and outstanding Common Shares, or the issuance to insiders pursuant to stock options, within a one-year period, of a number of Common Shares exceeding 10% of the issued and outstanding Common Shares, (iii) amend the amending provisions of the Stock Option Plan, and (iv) change the employees (or class of employees) eligible to receive options under this plan. Further, the Board may not amend granted options without Shareholders’ approval to reduce the exercise price for the benefit of insiders, or to extend the termination date for the benefit of insiders, other than in accordance with the Stock Option Plan.

Options granted under the Stock Option Plan to U.S. Taxpayers may be nonqualified stock options or incentive stock options intended to qualify under Section 422 (“ ISOs ”) of the United States Internal Revenue Code of 1986 and the applicable authority thereunder (the “ Code ”). “U.S. Taxpayer” means a person who is a U.S. citizen, U.S. permanent resident or U.S. tax resident for the purposes of the Code whose purchase of Common Shares under the Stock Option Plan would be subject to U.S. taxation under the Code. Such person shall be considered a U.S. Taxpayer solely with respect to such options.

The maximum number of options that may be granted as ISOs is equal to the maximum number of Common Shares issuable under the Stock Option Plan. The terms and conditions of any ISOs granted, including the eligible recipients of ISOs, shall be subject to the provisions of Section 422 of the Code, and the terms, conditions, limitations and administrative procedures established by the Board of Directors of the Corporation from time to time in accordance with the Stock Option Plan.

If an ISO is granted to a person who owns shares representing more than ten percent of the voting power of all classes of shares of the Corporation or of a subsidiary or parent, as such terms are defined in Section 424(e) and (f) of the Code, the term of the option shall not exceed five years from the time of grant of such option and the exercise price shall be at least 110 percent (110%) of the Market Price (at the time of grant) of the Common Shares subject to the option.

To the extent the aggregate Market Price (determined at the time of grant) of the Common Shares for which ISOs are exercisable for the first time by any person during any calendar year (under all plans of the Corporation) exceeds $100,000, such excess ISOs shall be treated as nonqualified stock options.

Any options granted to U.S. Taxpayers shall be limited to employees or consultants providing services to the Corporation or to an affiliate which is an “eligible issuer”, as defined in final Treas. Reg. 1.409A-1(b)(iii) (this includes corporate subsidiaries in which the Corporation has a controlling interest).

The Stock Option Plan provides that if the expiration of the term of options awarded under the Stock Option Plan occurs during, or within five business days after, a trading black-out imposed by the Corporation to restrict trades in the Corporation’s securities (a “ Blackout Period ”), then such term will be extended until the tenth business day after the end of such Blackout Period.

Equity Incentive Plan

On January 30, 2013, the Board of Directors adopted a resolution approving the Equity Incentive Plan in order to provide the Corporation with a share related mechanism to attract, retain and motivate qualified Directors, employees and consultants of the Corporation and its subsidiaries. The adoption of the Equity Incentive Plan was approved by the Shareholders of the Corporation at its 2013 Shareholders’ meeting held on June 27, 2013 and renewed at its 2016 Shareholder’s meeting held on July 12, 2016 .

The following is a summary of important provisions of the Equity Incentive Plan. It is not a comprehensive discussion of all of the terms and conditions of the Equity Incentive Plan. Readers are advised to review the full text of the Equity Incentive Plan to fully understand all terms and conditions of the Equity Incentive Plan. A copy of the Equity Incentive Plan can be obtained by contacting the Corporation’s Corporate Secretary.

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Purpose . The purpose of the Equity Incentive Plan is to promote the Corporation’s interests and long-term success by providing Directors, officers, employees and consultants with greater incentive to further develop and promote the Corporation’s business and finan cial success, to further the identity of interest of persons to whom certain awards may be granted with those of the Shareholders generally through a proprietary ownership interest in the Corporation, and to assist the Corporation in attracting, retaining and motivating its Directors, officers, employees and consultants.

Administration . Under the Equity Incentive Plan, the Board of Directors can, at any time, appoint a committee to, among other things, interpret, administer and implement the Equity Incentive Plan on behalf of the Board of Directors in accordance with such terms and conditions as the Board may prescribe, consistent with the Equity Incentive Plan (provided that if at any such time such a committee has not been appointed by the Board of Directors, the Equity Incentive Plan will be administered by the Board of Directors).

Eligible Persons . Under the Equity Incentive Plan, awards may be granted to any Director, officer, employee or consultant (as defined in the Equity Incentive Plan) of the Corporation or of a subsidiary (an “ Eligible Person ”). A participant (“ Participant ”) is an Eligible Person to whom an award has been granted under the Equity Incentive Plan.

Number of Securities Reserved for Issuance . Subject to the adjustment provisions provided for in the Equity Incentive Plan and the applicable rules and regulations of all regulatory authorities to which the Corporation is subject (including any stock exchange), the total number of Common Shares reserved for issuance pursuant to awards granted under the Equity Incentive Plan will be equal to a number that shall not exceed 2.5% of the issued and outstanding Common Shares from time to time.

The aggregate maximum number of Common Shares available under the Equity Incentive Plan may be used for any type of award. Subject to the provisions and restrictions of the Equity Incentive Plan, if any award is exercised, cancelled, expired or otherwise terminated for any reason whatsoever, the number of Common Shares in respect of which an award is exercised, cancelled, expired or otherwise terminated for any reason whatsoever, as the case may be, will again be immediately available for purchase pursuant to awards granted under the Equity Incentive Plan.

Maximum Grant to Any Participants that are Insiders . If, and for so long as the Common Shares are listed on the TSX, the number of Common Shares (A) issuable, at any time, to Participants that are insiders, and (B) issued to Participants that are insiders within any 12-month period, pursuant to the Equity Incentive Plan, or when combined with all of Corporation’s other security based share compensation arrangements shall not, in aggregate, exceed 10% of the total number of outstanding Common Shares on a non-diluted basis. At the Meeting, Shareholders will be asked to vote on the EIP Insider Participation Limits Resolution. See “Particulars of Matters to Be Acted Upon – Approval of Amendment to Equity Incentive Plan”.

Restricted Shares . The Board of Directors is authorized to grant restricted shares (“ Restricted Shares ”) to Eligible Persons subject to the terms and conditions of the Equity Incentive Plan and the requirements of the stock exchange where the Common Shares are listed for trading. Subject to the provisions of the Equity Incentive Plan and any applicable award agreement, the Eligible Person shall generally have the rights and privileges of a Shareholder as to such Restricted Shares, including the right to vote such Restricted Shares. A Restricted Share award will be subject to a Restricted Share award agreement containing such terms and conditions, not inconsistent with the provisions of the Equity Incentive Plan, as the Board of Directors determines and which the stock exchange where the Common Shares are listed for trading allows. The number of Restricted Shares to be credited to each Eligible Person’s account shall be computed by dividing (a) the award value, by (b) the Market Price (as defined hereunder) of a Common Share on the day immediately preceding the grant date, with fractions rounded down to the nearest whole number.

In addition to any other restrictions set forth in an Eligible Person’s award agreement, until such time that the restricted period for the Restricted Shares has lapsed pursuant to the terms of the applicable award agreement, which restricted period the Board may in its sole discretion accelerate at any time, the Eligible Person shall not be permitted to sell, transfer, pledge, or otherwise encumber the Restricted Shares.

For the purposes of the Equity Incentive Plan, “ Market Price ” at any date in respect of the Common Shares shall be the VWAP on the TSX (and if listed on more than one stock exchange, then the highest of such closing prices) during the last ten (10) business days prior to the relevant date (10-day VWAP) (or, if the Common Shares are not then listed and posted for trading on the TSX, on such stock exchange in Canada on which the Common Shares are listed and posted for trading as may be selected for such purpose by the Board). In the event that the Common Shares did not trade on such ten (10) business days, the Market Price shall be the average of the bid and asked prices in respect of the Common Shares at the close of trading on any such date within that ten (10) business day period. In the event that the Common Shares are not listed and posted for trading on any stock exchange, the Market Price shall be the fair market value of the Common Shares as determined by the Board in its sole discretion.

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Restricted Share Units. The Board of Directors is authorized to grant Restricted Share Units (“ RSUs ”) to Eligible Persons subject to the terms and conditions of the Equity Incentive Plan and the requirements of the stock exchange on which the Common Shares are listed for trading. The number of RSUs to be credited to e ach Eligible Person’s account shall be computed by dividing (a) the award value, by (b) the Market Price of a Common Share on the day immediately preceding the grant date, with fractions rounded down to the nearest whole number. A RSU award will be subject to a restricted share unit award agreement containing such terms and conditions, not inconsistent with the provisions of the Equity Incentive Plan, as the Board of Directors determines and which the stock exchange where the Common Shares are listed for tr ading allows.

The Board shall have the authority to condition the grant of RSUs upon the attainment of specified performance goals, or such other factors as the Board may determine in its sole discretion. The Board shall have the authority to determine at the time of grant, in its sole discretion, the duration of the vesting period and other vesting terms applicable to the grant of RSUs, provided that no RSU granted shall vest and be payable after December 31 of the third calendar year following the year of service for which the RSU was granted.

Performance Share Units . The Board of Directors is authorized to grant performance share units (“ PSUs ”) to Eligible Persons subject to the terms and conditions of the Equity Incentive Plan and the requirements of the stock exchange where the Common Shares are listed for trading. A PSU award will be subject to a performance share unit award agreement containing such terms and conditions, not inconsistent with the provisions of the Equity Incentive Plan, as the Board of Directors determines and which the stock exchange where the Common Shares are listed for trading allows. The number of PSUs to be credited to each Participant’s account shall be computed by dividing (a) the award value, by (b) the Market Price of a Common Share on the day immediately preceding the grant date, with fractions rounded down to the nearest whole number.

A PSU granted under the Equity Incentive Plan may be denominated in Common Shares and will confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods as the Board of Directors establishes. Subject to the terms of the Equity Incentive Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any PSUs granted, the amount of any payment or transfer to be made pursuant to any PSUs and any other terms and conditions of the PSUs will be determined by the Board of Directors.

Deferred Share Units . The Board of Directors is authorized to grant Deferred Share Units (“ DSUs ”) to Eligible Persons subject to the terms and conditions of the Equity Incentive Plan and the requirements of the stock exchange where the Common Shares are listed for trading. A DSU award will be subject to a Deferred Share Unit award agreement containing such terms and conditions, not inconsistent with the provisions of the Equity Incentive Plan, as the Board of Directors determines and which the stock exchange where the Common Shares are listed for trading allows. The number of DSUs to be credited to each Participant’s account shall be computed by dividing (a) the award value, by (b) the Market Price of a Common Share on the day immediately preceding the grant date, with fractions rounded down to the nearest whole number. DSUs shall be settled on the date established in the award agreement; provided, however that in no event shall a DSU award be settled prior to the date of the applicable Participant’s separation from service. If the award agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the date of separation from service.

Other Share-Based Awards. The Board of Directors is authorized to grant to an Eligible Person, subject to the terms of the Equity Incentive Plan and the requirements of the stock exchange where the Common Shares are listed for trading, such other share-based awards consisting of a right (A) which is other than a Restricted Share, a RSU, a PSU, or a Deferred Share Unit and (B) which is denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Common Shares (including, without limitation, securities convertible into Common Shares), as are deemed by the Board of Directors to be consistent with the purpose of the Equity Incentive Plan.

Causes of Cessation . In the event the Participant ceases to be an Eligible Person for any reason, other than the death of the Participant or the termination of the Participant for cause, then unless otherwise determined by the Board of Directors and set forth in an award agreement, any awards held by the Participant that are not yet vested (or for which the restricted period has not lapsed) at the date the Participant ceases to be an Eligible Person are immediately forfeited to the Corporation on such date.

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In the event of the termination of the Participant for cause, all awards held by such Participant will be immediately forfeited to the Corporation.

In the event of the death or disability of a Participant prior to the Participant ceasing to be an Eligible Person (A) a portion of the next instalment of any awards due to vest (or for which the restricted period is due to lapse) shall immediately vest (or cease to be restricted) such portion to equal to the number of awards next due to vest (or cease to be restricted) multiplied by a fraction the numerator of which is the number of days elapsed since the date of vesting (or lapse of restricted period) of the last instalment of the awards (or if none have vested or have ceased to be restricted, the date of grant) to the date of disability or death and the denominator of which is the number of days between the date of vesting (or lapse of restricted period) of the last instalment of the awards (or if none have vested or have ceased to be restricted, the date of grant) and the date of vesting (or lapse of restricted period) of the next instalment of the awards; (B) unless otherwise determined by the Board of Directors and set forth in an award agreement and subject to subsection (C), any awards held by the Participant that are not yet vested (or for which the restricted period has not lapsed) at the date of disability or death are immediately forfeited to the Corporation on the date of disability or death; and (C) such Participant’s eligibility to receive further grants of awards under the Equity Incentive Plan ceases as of the date of disability or death.

Where a Director’s term of office terminates for any reason other than death or disability of the Director or a breach by the Director of his or her fiduciary duty to the Corporation (as determined by the Board in its sole discretion), the Board may, in its sole discretion, at any time prior to or following the termination date, provide for the vesting (or lapse of restrictions) of any or all awards held by a Director on the termination date.

Assignability . Awards granted under the Equity Incentive Plan are non-transferable and non-assignable to anyone other than to a “permitted assign” as defined in the Equity Incentive Plan.

Distribution Equivalents . RSUs, PSUs and DSUs shall be credited with dividend equivalents in the form of additional RSUs, PSUs and DSUs as of each dividend payment date in respect of which normal cash dividends are paid on Common Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Common Share by the number of RSUs, PSUs and DSUs held by the participant on the record date for the payment of such dividend, by (b) the Market Price on the first business day immediately following the dividend record date, with fractions computed to three decimal places.  Dividend equivalents credited to a participant’s accounts shall vest in proportion to the RSUs, PSUs and DSUs to which they relate. The Board may in its discretion include in an award agreement applicable to an other share-based award a dividend equivalent right entitling the participant to receive amounts equal to the normal cash dividends that would be paid, during the time such award is outstanding and unexercised, on the Common Shares covered by such award if such Common Shares were then outstanding and may decide whether such payments shall be made in cash, in Common Shares or in another form, whether they shall be conditioned upon the vesting of the award to which they relate, the time or times at which they shall be made, and such other terms and conditions as the Board shall deem appropriate.

Procedure for Amending . Subject to terms of the Equity Incentive Plan and any applicable requirements of the stock exchange where the Common Shares are listed for trading, the Board may, without notice or Shareholder approval, at any time or from time to time, amend the Equity Incentive Plan for the purposes of:

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Notwithstanding the foregoing, both the approval of the stock exchange where the Common Shares are listed for trading and the approval of Shareholders is required for amendments (A) which would increase the number of Common Shares issuable under the Equity Incentive Plan, except as otherwise provided pursuant to the provisions in the Equity Incentive Plan, (B) which would increase the number of Common Shares issuable to insiders of the Corporation, except as otherwise provided pursuant to the provisions in the Equity Incentive Plan, and (C) which would amend the terms described under this “Procedure for Amending” section.

Subject to the terms of the Equity Incentive Plan with respect to a change in control of the Corporation, the Board of Directors shall not materially adversely alter or impair any rights or increase any obligations with respect to an award previously granted under the Equity Incentive Plan without the consent of the Participant, as the case may be.

Other Material Information . Should the Corporation effect a subdivision or consolidation of Common Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a change in control and that would warrant the amendment or replacement of any existing awards in order to adjust the number of Common Shares that may be acquired on the vesting of outstanding awards and/or the terms of any award in order to preserve proportionately the rights and obligations of the Participants holding such awards, the Board of Directors will, subject to the prior approval of the stock exchange on which the Common Shares are listed for trading, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

In the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of shares, by sale or lease of assets or otherwise, that does not constitute a change in control and that warrants the amendment or replacement of any existing awards in order to adjust: (a) the number of shares that may be acquired on the vesting of outstanding awards and/or (b) the terms of any award in order to preserve proportionately the rights and obligations of the Participants holding such awards, the Board will, subject to the prior approval of the of the stock exchange on which the Common Shares are listed for trading, authorize such steps to be taken as it may consider to be equitable and appropriate to that end.

Where the Board determines that the steps provided in the two immediately preceding paragraphs would not preserve proportionately the rights, value and obligations of the Participants holding such awards in the circumstances or otherwise determines that it is appropriate, the Board may permit the immediate vesting of any unvested awards and immediate lapse of any restricted period.

The Board may, in its discretion, at any time prior to or following the termination of employment or services of a Participant, permit the acceleration of vesting (or restricted period) of any or all awards, all in the manner and on the terms as may be authorized by the Board.

The Board has the right to determine that any unvested or unearned awards subject to a restricted period outstanding immediately prior to the occurrence of a change in control shall become fully vested or earned or free of restriction upon the occurrence of such change in control. The Board of Directors may also determine that any vested or earned awards shall be cashed out at the Market Price as of the date such change in control is deemed to have occurred, or as of such other date as the Board of Directors may determine prior to the change in control. Further, the Board of Directors shall have the right to provide for the conversion or exchange of any awards into or for rights or other securities in any entity participating in or resulting from the change in control.

All option agreements entered into under the Stock Option Plan and future option grants will continue to be governed by the terms of the Stock Option Plan.

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Burn Rate under Security-Based Compensation Arrangements

The table below sets out the burn rate for each of the Corporation’s equity compensation plans as of the ends of its last three fiscal years. The burn rate represents the total number of Stock Options or Awards granted during the applicable fiscal year of the Corporation, divided by the weighted average number of Common Shares outstanding in the applicable fiscal year.

Other Forms of Compensation

RRSP Matching Program

Since June 1, 2016, the Corporation sponsors a voluntary RRSP matching program (the “ RRSP Matching Program ”) which is open to all eligible employees, including NEOs. For the financial year ending March 31, 2019, the RRSP Matching Program matches employees’ contributions up to a maximum of $2,000 per fiscal year (from $1,500 for the previous year) for eligible employees who participate in the program.

Other than matching contributions under the RRSP Matching Program, the Corporation does not provide pension or retirement benefits to its employees or Directors.

Other Benefits and Perquisites

The Corporation’s executive employee benefit program also includes life, medical, dental and disability insurance. These benefits and perquisites are designed to be competitive overall with programs offered in comparable organizations.

Performance Graph

The following graph shows the cumulative total shareholder return (” TSR ”) in dollars of a $100 investment in Common Shares compared to the cumulative return on the S&P/TSX Composite Index for the five-year period from February 28, 2013 to March 31, 2018. ⁽¹⁾

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Total annual compensation of the five NEOs, who were in office at the end of each fiscal year increased by approximately 55% between February 28, 2013 and March 31, 2018. Excluding the special option-based compensation (non-cash) awarded to the five NEOs during the fiscal year ended March 31, 2018, representing a deemed amount of $5,092,064, the NEOs total annual compensation would be equal to $2,692,098, which would represent a decrease in total annual compensation of approximately 47% between February 28, 2013 and March 31, 2018. Over the same period, the TSR of a $100 investment in the Common Shares, increased by approximately 39%. The GHR Committee is in charge of evaluating compensation and, in doing so, considers a number of factors and performance elements when determining compensation for NEOs. Although total cumulative shareholder return is one performance measure that is reviewed, it is not the only consideration in compensation deliberations. As a result, a direct correlation between total cumulative shareholder return over a given period and compensation levels is not anticipated.

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For the period ended on February 29, 2016, (i) the fair market value of the May 30, 2016 share-based awards of the Corporation is based on a fair value of $1.63 per DSU granted to Messrs. Hamilton and Paradis; (ii) the fair market value of the May 30, 2016 share-based awards of the Corporation is based on a fair value of $1.63 per performance DSU granted to Mr. Hamilton.

For the period ended March 31, 2017, (i) the fair market value of the May 30, 2016 option-based awards of the Corporation is based on a fair value of $0.58 per option granted to Mr. Michel Timperio, Mr. François-Karl Brouillette and Mr. Marc Vaugeois.

For the period ended February 29, 2016, (i) the fair market value of the June 1, 2015 option-based awards of the Corporation is based on a fair value of $0.72 per option granted to Mr. Michel Timperio; (ii) the fair market value of the August 5, 2015 option-based awards of the Corporation is based on a fair value of $0.67 per option granted to Mr. Mario Paradis; (iii) the fair market value of the October 16, 2015 performance option-based awards of the Corporation is based on a fair value of $0.82 per option granted to Mr. Michel Timperio.

Outstanding Share-Based and Option-Based Awards for Named Executive Officers

The following tables provide information on the number and value of the outstanding share-based and option-based awards held by NEOs as of March 31, 2018. This includes awards granted before the beginning of Fiscal 2018.

Exhibit 99.3

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class COMMON SHARES Holder Account Number C1234567890 IND Form of Proxy - Annual General and Special Meeting to be held on August 15, 2018 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management. Proxies submitted must be received by 10:30 am, Eastern Time, on August 13, 2018. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet • Call the number listed BELOW from a touch tone telephone. 1-866-732-VOTE (8683) Toll Free • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER

Appointment of Proxyholder I/We being holder(s) of Neptune Technologies & Bioressources Inc. hereby appoint: Mr. John Moretz, or failing him Mr. Jim Hamilton Print the name of the person you are OR appointing if this person is someone other than the Management Nominees listed herein. as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Neptune Technologies & Bioressources Inc. to be held at McCord Museum, 690, Sherbrooke Street West, Montréal (Québec) H3A 1E9, on August 15, 2018 at 10:30 a.m., and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors For Withhold For Withhold For Withhold 1. Mr. John M. Moretz 2. Mr. James S. Hamilton 3. Mr. Richard P. Schottenfeld 4. Dr. Ronald Denis 5. Ms. Katherine Crewe For Withhold 2. Appointment of Auditors Appointment of KPMG LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3. Stock Option Plan Renewal To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the unallocated options under the Corporation’s stock option plan, as more particularly described in the accompanying management information circular (the “Circular”). 4. Stock Option Plan Amendment To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming certain amendments to the Corporation’s stock option plan, as previously approved by the board of directors of the Corporation (the “Board”), as more particularly described in the Circular. 5. Stock Option Grants Ratification To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the grant of 2,095,333 options to purchase common shares of the Corporation to certain executives and Board members, as previously approved by the Board, as more particularly described in the Circular. 6. Equity Incentive Plan Renewal To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the unallocated entitlements under the Corporation’s equity incentive plan, as more particularly described in the Circular. 7. Equity Incentive Plan Amendments To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming certain amendments to the Corporation’s equity incentive plan, as previously approved by the Board, as more particularly described in the Circular. 8. Name Change Approval To consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving, ratifying and confirming a change of name of the Corporation from “Neptune Technologies & Bioressources Inc.” to “Neptune Wellness Solutions Inc.” / “Neptune Solutions Bien-être Inc.”. For Against Authorized Signature(s) – This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management. Signature(s) Date MM / DD / YY Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. Information Circular – Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting. If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

Exhibit 99.4

8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class COMMON SHARES Holder Account Number C1234567890 IND Intermediary Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on August 15, 2018 NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS 1. We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions. 2. We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly. 3. If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account. 4. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate. 5. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by management to you. 6. When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting. 7. This VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof. 8. Your voting instructions will be recorded on receipt of the VIF. 9. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities. 10. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account. 11. This VIF should be read in conjunction with the information circular and other proxy materials provided by Management. VIFs submitted must be received by 10:30 am, Eastern Time, on August 13, 2018. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! To Vote Using the Telephone To Vote Using the Internet • Call the number listed BELOW from a touch tone telephone. 1-866-734-VOTE (8683) Toll Free • Go to the following web site: www.investorvote.com • Smartphone? Scan the QR code to vote now. If you vote by telephone or the Internet, DO NOT mail back this VIF. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER

Appointee(s) Management Appointee(s) are: Mr. John Moretz, or failing him Mr. Jim Hamilton OR If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse). as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of shareholders of Neptune Technologies & Bioressources Inc. to be held at McCord Museum, 690, Sherbrooke Street West, Montréal (Québec) H3A 1E9, on August 15, 2018 at 10:30 a.m., and at any adjournment or postponement thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors For Withhold For Withhold For Withhold 1. Mr. John M. Moretz 2. Mr. James S. Hamilton 3. Mr. Richard P. Schottenfeld 4. Dr. Ronald Denis 5. Ms. Katherine Crewe For Withhold 2. Appointment of Auditors Appointment of KPMG LLP as Auditors of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3. Stock Option Plan Renewal To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the unallocated options under the Corporation’s stock option plan, as more particularly described in the accompanying management information circular (the “Circular”). 4. Stock Option Plan Amendment To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming certain amendments to the Corporation’s stock option plan, as previously approved by the board of directors of the Corporation (the “Board”), as more particularly described in the Circular. 5. Stock Option Grants Ratification To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming the grant of 2,095,333 options to purchase common shares of the Corporation to certain executives and Board members, as previously approved by the Board, as more particularly described in the Circular. 6. Equity Incentive Plan Renewal To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving the unallocated entitlements under the Corporation’s equity incentive plan, as more particularly described in the Circular. 7. Equity Incentive Plan Amendments To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution approving, ratifying and confirming certain amendments to the Corporation’s equity incentive plan, as previously approved by the Board, as more particularly described in the Circular. 8. Name Change Approval To consider and, if deemed appropriate, to pass, with or without variation, a special resolution approving, ratifying and confirming a change of name of the Corporation from “Neptune Technologies & Bioressources Inc.” to “Neptune Wellness Solutions Inc.” / “Neptune Solutions Bien-être Inc.”. For Against Authorized Signature(s) - This section must be completed for your instructions to be executed. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated. Signature(s) Date MM / DD / YY Interim Financial Statements – Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. Annual Financial Statements – Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.