Century Therapeutics, Inc.

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AVAILABILITY OF MATERIALS

Our 2025 Annual Report, including the financial statements and financial statement schedules, has been filed with the SEC and provides additional information about us, which is incorporated by reference herein. It is available on the Internet at www.centurytx.com and is available in paper form (other than exhibits thereto) by first class mail or other equally prompt means to beneficial owners of our common stock, without charge, upon written request to Chief Financial Officer, Century Therapeutics, Inc., 25 North 38th Street, 11th Floor, Philadelphia, PA 19104. In addition, it is available to beneficial and record holders of our common stock at www.astproxyportal.com/ast/24419.

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION OF

Century Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that:

The name of this corporation is Century Therapeutics, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 25, 2021. Pursuant to Section 242 of the DGCL, this Certificate of Amendment (this “Amendment”) amends certain provisions of the Company’s Second Amended and Restated Certificate of Incorporation (the “Charter”).

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This Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.

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Article IV of the Charter is hereby amended and restated in its entirety as follows:

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Article IV

Capital Stock

The total number of shares of capital stock which the Corporation shall have authority to issue is 460,000,000 of which (i) 450,000,000 shares shall be a class designated as common stock, par value $0.0001 per share (the “Common Stock”), and (ii) 10,000,000 shares shall be a class designated as undesignated preferred stock, par value $0.0001 per share (the “Undesignated Preferred Stock”).

Except as otherwise provided in any certificate of designations of any series of Undesignated Preferred Stock, the number of authorized shares of the class of Common Stock or Undesignated Preferred Stock may from time to time be increased or decreased (but not below the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of capital stock of the Corporation irrespective of the provisions of Section 242(b)(2) of the DGCL.

The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.

This Amendment shall become effective on , 2026 at 12:01 a.m. Eastern Time.

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Except as set forth in this Amendment, the Charter remains in full force and effect.

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IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this day of , 2026.

By:

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Brent Pfeiffenberger, Pharm.D.

President, Chief Executive Officer and Chairman of the Board

ANNUAL MEETING OF STOCKHOLDERS OFCENTURY THERAPEUTICS, INC.June 11, 2026, at 9:00 a.m. Eastern TimePROXY VOTING INSTRUCTIONS INTERNET - Access www.voteproxy.com and follow the instructions or scan theQR code with your smartphone. Have your proxy card available when you accessthe web page.TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the UnitedStates or +1-201-299-4446 worldwide from any touch-tone telephone and followthe instructions. Have your proxy card available when you call.Vote online or by phone until 11:59 p.m. Eastern Time the day before the meeting.MAIL - Sign, date and mail your proxy card in the envelope provided as soon aspossible.IN PERSON - You may vote your shares in person by attending the AnnualMeeting.VIRTUALLY AT THE MEETING - The company will be hosting the meeting live viathe Internet. To attend the virtual meeting, have your control number availableand visit edge.media-server.com/mmc/p/b865egjf (password: century2026).GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you canquickly access your proxy material, statements and other eligible documentsonline, while reducing costs, clutter and paper waste. Enroll today atequiniti.com/us/ast-access. COMPANY NUMBERACCOUNT NUMBER CONTROL NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS:The Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card, and Annual Reportare available at www.astproxyportal.com/ast/24419 Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. 20230300300000001000 0 061126 THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN THE ELECTION OF DIRECTORS AND "FOR" PROPOSALS 2, 3, AND 4.PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of Class II directors for a three year term expiring in 2029:O Alessandro Riva, M.D.O Han Lee, Ph.D., M.B.A.FOR ALL NOMINEESWITHHOLD AUTHORITYFOR ALL NOMINEESFOR ALL EXCEPT(See instructions below) NOMINEES: INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAIN 2. Ratification of Appointment of Ernst & Young LLP as the Company'sIndependent Registered Public Accounting Firm for 2026. FOR AGAINST ABSTAIN3. Approval of an amendment to the Company’s Second Amended andRestated Certificate of Incorporation to increase the number ofauthorized shares of common stock from 300,000,000 to450,000,000 (the “Charter Amendment Proposal”). FOR AGAINST ABSTAIN4. Approval of adjournment of the Annual Meeting to the extent thereare insufficient votes at the Annual Meeting to approve the CharterAmendment Proposal.In their discretion, the proxies are authorized to vote upon such other business as mayproperly come before the Annual Meeting. This proxy when properly executed will be votedas directed herein by the undersigned stockholder. If no direction is made, this proxy willbe voted FOR ALL NOMINEES in Proposal 1 and FOR Proposals 2, 3, and 4. To change the address on your account, please check the box at right andindicate your new address in the address space above. Please note thatchanges to the registered name(s) on the account may not be submitted viathis method. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. Signature of Stockholder Date: Signature of Stockholder Date:Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

0 14475 CENTURY THERAPEUTICS, INC. Proxy for Annual Meeting of Stockholders on June 11, 2026 Solicited on Behalf of the Board of Directors The undersigned hereby appoints Brent Pfeiffenberger, Pharm.D. and Douglas Carr, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of Century Therapeutics, Inc., to be held on Thursday, June 11, 2026, at 9:00 a.m. Eastern Time, and at any adjournments or postponements thereof, as follows: (Continued and to be signed on the reverse side) 1.1