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These materials are important and require yourimmediate attention. They require shareholders of Titan Medical Inc. (the “ Corporation ”) to make importantdecisions.

If you are in doubt as to how to make such decisions,please contact your financial, legal or other professionaladvisors. If you have any questions or require more information with regard to voting your shares of the Corporation, please contactComputershare Trust Company of Canada at (416) 263-9200.TITAN MEDICAL INC.170 University Avenue, Suite 1000Toronto, Ontario, CanadaM5H 3B3NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERSNOTICE IS HEREBY GIVEN that the Annual and SpecialMeeting (the “ Meeting”) of shareholders of Titan Medical Inc. Name and Place of ResidencePrincipalOccupationDirectorSinceNumber of CommonSharesBeneficially Owned, or ControlledorDirected, Directly or Indirectly(1)John E.

Barker (2)(3)(4)Burlington,Ontario, CanadaCorporate DirectorPreviously served asSenior VicePresident, Finance, ChiefFinancial Officer and othersenior executive positions atZenon Environmental Inc.2009711,432David J. McNallySalt Lake City,Utah, USAPresident and Chief ExecutiveOfficer201750,000Stephen RandallToronto,Ontario, CanadaChief Financial Officer andSecretary2017357,307John E.Schellhorn (2)(3)(4)Portsmouth, New Hampshire, USAPresident and CEO of GlobalKinetics Corporation20178,826Dr. Name andprincipalpositionYear EndedDec. NameFeesEarnedCDN($)Share-basedAwardsCDN($)Option-basedAwardsCDN($)Non-equityIncentivePlanCompensationCDN($)PensionValueCDN($)AllOtherCompensationCDN($)TotalCDN($)Martin C. Bernholtz48,0056,950John E. Bruce Wolff38,0047,109John Schellhorn028,650Directors’ and Officers’ InsuranceThe Corporation maintains insurance for the benefit of theCorporation and its directors and officers as a group, in respect of theperformance by them of duties of their office.

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The amount of insurance purchasedfor the period commencing January 1, 2017 and ended December 31, 2017, was foran aggregate limit of liability (inclusive of costs of defence) of $7,000,000.There is a deductible amount on a per loss basis of up to $25,000 for a claimagainst the Corporation. The premium is paid by the Corporation withoutdistinction as to directors as a group or officers as a group. The premium paidfor such insurance in 2017 was $16,389.Outstanding share-based awards and option-based awardsThe following table shows all option-based and share-basedawards granted to non-employee directors and outstanding on December 31,2017. NameOption-based awards –Value vested duringthe yearUSD($)Share-based awards –Value vested duringtheyear ($)Non-equity incentive plancompensation –Value earnedduring the year ($)John Schellhorn                                           82,813                                           0015C ORPORATE G OVERNANCEP RACTICESThe Canadian Securities Administrators have adopted NationalInstrument 58-101 – Disclosure of Corporate Governance Practices (the“ Disclosure Rule”). The Disclosure Rule establishes disclosurerequirements regarding corporate governance practices of a reporting issuer aswell as the requirement to file any written code of business conduct and ethicsthat a reporting issuer has adopted. Set out below is a description of theCorporation’s approach to corporate governance as required by the DisclosureRule.Board of DirectorsCurrently, three of the five members of the Board of Directorsare independent directors.

An independent director is defined as a director whohas no direct or indirect material relationship with the Corporation, being arelationship which could be reasonably expected to interfere with the exerciseof a director’s independent judgement. As at December 31, 2017, Messrs. McNallyand Randall are considered to be non-independent by virtue of their managementposition with the Corporation and their employment relationships with theCorporation.

The Board believes that their extensive knowledge of theCorporation’s business and affairs is beneficial to the other directors andtheir participation as directors contributes to the effectiveness of the Board.Messrs. Barker, John Schellhorn and Bruce Wolff are considered to beindependent directors. These determinations were made by the Board based upon anexamination of the factual circumstances of each director and consideration ofany interests, business or relationships, which any director may have with theCorporation.As part of each regularly scheduled quarterly board meeting,the independent directors have an in camera session, exclusive ofnon-independent directors and management.

At the present time, the Boardbelieves that the knowledge, experience and qualifications of its independentdirectors are sufficient to ensure that the Board can function independently ofmanagement and discharge its responsibilities.The Interim Chairman of the Board of Directors, John E. Barker,is an independent director. The Corporation does not have a designated leaddirector. The Board utilizes its own in-house expertise, and that of its legalcounsel, to provide advice and consultation on current and anticipated mattersof corporate governance.Director MeetingsThe Board of Directors held 22 meetings during the financialyear ended December 31, 2017. The following table summarizes the attendancerecord for each of the directors at meetings of the Board of Directors, AuditCommittee, Compensation Committee and Corporate Governance. The NominatingCommittee did not hold any meetings during the year. NameNumber of Meetings Attended by the DirectorsBoardof DirectorsAuditCommitteeCompensation CommitteeGovernanceCommitteeMartin C.Bernholtz (1)22/224/45/61/1John E.

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Barker22/224/46/61/1David McNally22/224/46/61/1Stephen Randall22/224/46/61/1Bruce Wolff20/224/46/61/1John Schellhorn7/222/4N/AN/A(1) Martin Bernholtz resigned from his position as director andchairman of the Company effective March 15, 2018.Other Reporting Issuer ExperienceThe following directors of the Corporation are directors of thefollowing reporting issuers (other than the Corporation) as of the date of thisCircular. NameNameof Reporting IssuerNameof Exchange/MarketJohn E. BarkerEcosynthetix Inc.TSX16Board MandateThe Board of Directors is responsible for the overallstewardship of the Corporation and operates pursuant to a written mandate, whichwas updated and approved by the Board on February 10, 2015 and as set out inSchedule “A” to this management information circular.Position DescriptionsThe Board has developed written position descriptions for theChair of the Board of Directors and the chair of each committee. With respect tomanagement’s responsibilities, generally, any matters of material substance tothe Corporation are submitted to the Board for, and are subject to, itsapproval. Such matters include those matters which must by law be approved bythe Board (such as share issuances) and other matters of material significanceto the Corporation, including any debt or equity financings, investments,acquisitions and divestitures, and the incurring of material expenditures orlegal commitments. The Board and/or its audit committee also reviews andapproves the Corporation’s major communications with shareholders and the publicincluding the annual report, if any, (and financial statements containedtherein), quarterly reports to shareholders, the annual management informationcircular and the annual information form. DirectorIndependentFinanciallyLiterateJohn E.

BarkerYesYesJohn SchellhornYesYesDr. Bruce WolffYesYesRelevant Education andExperienceMessrs. Barker and Schellhorn are directorson the Corporation’s Audit Committee and have been senior officers and/ordirectors of publicly traded companies and business executives for a number ofyears. Wolff does not have experience as a director or officer ofany other publicly traded company, he has served as a director of theCorporation since March 11, 2014.

Additionally, Dr. Wolff is a former Presidentof the American Society of Colon and Rectal Surgeons, a former Director andPresident of the American Board of Colon and Rectal Surgery and a former VicePresident and Director of the Foundation for Surgical Fellowships. In thesepositions, each director has been responsible for receiving financialinformation relating to the entities of which they were directors.

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They had, orhave developed an understanding of financial statements generally and understandhow those statements are used to assess the financial position of a company andits operating results. Each member of the Audit Committee also has a significantunderstanding of the business in which the Corporation is engaged and has anappreciation for the relevant accounting principles for the Corporation’sbusiness.External Auditor ServiceFeesThe table below sets out all fees billed bythe Corporation’s external auditor in respect of the last two financial years.The Audit Committee has adopted procedures for the engagement of non-auditservices as described in section 3 of its charter under “Duties andResponsibilities”. StockOptionsNumberPercentage of CurrentlyOutstanding Common SharesStock options exercised, expired orcancelled since inception6,526,2172%Stock options outstanding25,917,1306%Stock options available forgrant16,071,7014%The following table summarizes the burnrate (being the number of options granted under the Stock Option Plan during theapplicable fiscal year divided by the weighted average number of Common Sharesoutstanding for the applicable fiscal year) in respect of the Stock Option Planfor the past three years. (signed) David J. McNally  President and Chief ExecutiveOfficerTitan Medical Inc.SCHEDULE “A”BOARD OF DIRECTORSMANDATEIntroductionThe board of directors (the“ Board”) of TitanMedical Inc. (the “ Company”) is elected by the shareholders of the Company and isresponsible for the stewardship of the Company.