MERUS LABS INTERNATIONAL INC.
April 1, 2014
British Columbia Securities Commission
Alberta Securities Commission
Saskatchewan Financial Services Commission
Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
New Brunswick Securities Commission
Prince Edward Island Office of the Attorney General
Dear Sirs:
| Re: | Merus Labs International Inc. |
| | Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 |
| | - Continuous Disclosure Obligations (“NI 51-102”) |
Following the annual and special meeting (the “Meeting”) of shareholders of Merus Labs International Inc. (the “Corporation”), held on March 27, 2014, and in accordance with section 11.3 of NI 51-102, we hereby advise you of the following voting results obtained at the Meeting. Unless otherwise stated, the matters were voted on by ballot.
| | Item Voted Upon | Voting Result |
| 1. | To set number of directors at five.* | For | % For | Against | % Against |
| | | 12,381,539 | 99.91% | 11,492 | 0.09% |
| 2. | Election of the following five | | | | |
| | Directors for the ensuing year*: | For | % For | Withheld | % Withheld |
| | Elie Farah | 10,563,137 | 99.79% | 22,383 | 0.21% |
| | David D. Guebert | 10,563,157 | 99.79% | 22,363 | 0.21% |
| | Robert S. Pollock | 10,536,257 | 99.74% | 27,543 | 0.26% |
| | Michael Cloutier | 10,555,052 | 99.71% | 30,468 | 0.29% |
| | Timothy G. Sorensen | 9,105,066 | 85.97% | 1,485,734 | 14.03% |
| 3. | Appointment of Deloitte & Touche | | | | |
| | LLP as the Corporation’s auditors and | For | % For | Against | % Against |
| | authorization for the directors to fix | 12,313,765 | 99.15% | 105,565 | 0.85% |
| | the remuneration of the auditors.* | | | | |
| 4. | Approval of the continuation of the | | | | |
| | Stock Option Plan. | For | % For | Against | % Against |
| | | 8,474,122 | 74.11% | 2,961,133 | 25.89% |
| 5. | Approval of an alteration to the | | | | |
| | Articles of the Corporation to include | For | % For | Against | % Against |
| | an advance notice provision for the | 8,500,767 | 74.34% | 2,934,488 | 25.66% |
| | election of directors. | | | | |
* Voting carried by a show of hands – information under Voting Result reflects votes by proxy.
Yours truly,
MERUS LABS INTERNATIONAL INC.
“Andrew Patient”
Andrew Patient
Chief Financial Officer
