Corporate Governance

Nasdaq Statement of Corporate Governance Differences

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1 Nasdaq Statement of Corporate Governance Differences As a "foreign private issuer" under the U.S. Securities Exchange Act of 1934, as amended, Liminal BioSciences Inc. ("Liminal BioSciences" or the "Company") is permitted, pursuant to Nasdaq Stock Market Rule 5615(a)(3), to follow its home country practice in lieu of certain Nasdaq corporate governance standard, provided Liminal BioSciences discloses and describes the differences between its corporate governance practices and those required by Nasdaq: Audit Committee Charter – Rules 5605(c)(1) Under Nasdaq Stock Market Rule 5605(c)(1), a company must adopt a formal written Audit Committee Charter specifying the items enumerated in Rule 5605(c)(1). While Liminal BioSciences has adopted a Charter for its Audit, Risk and Finance Committee ("Audit Committee"), Liminal BioSciences follows applicable Canadian laws with respect to the requirements for external auditors. Under NASDAQ Rule 5605(c)(1), an audit committee must be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged. The Charter of the Audit Committee of the Company provides that the auditors be appointed by, and their compensation be approved by, the Board of Directors and be ratified by the shareholders. Quorum – Rule 5620(c) Nasdaq Stock Market Rule 5620(c) provides that the minimum quorum requirement for a meeting of shareholders is 33 1/3% of the outstanding common voting shares. Liminal BioSciences follows applicable Canadian laws with respect to quorum requirements, which permits the Company to specify a quorum requirement in its by- laws. Liminal BioSciences' by-laws provide that at any shareholder meeting, the holders present in person or by proxy of at least 20% of the outstanding shares of Liminal BioSciences entitled to be voted at a meeting of shareholders constitute a quorum.

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