enGene Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF ENGENE HOLDINGS INC.

AND

PROXY STATEMENT

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 2025

May 9, 2025

If you have questions regarding the Meeting or require assistance with voting, you may contact Broadridge as follows: Email: Proxy.request@broadridge.com North America Proxy Line: Toll Free: 844-916-0609 International & Direct Dial: 303-562-9305 French Canadian Proxy Line (voicemail): Toll Free: 844-973-0593 International & Direct Dial: 303-562-9306

4868 Rue Levy, Suite 220

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the shareholders of enGene Holdings Inc. (the “Company” or “enGene”) will be held on June 10, 2025 at 8:30 a.m. (Eastern Time). The Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.com/ENGN2025. You will not be able to attend the Meeting in person.

At the Meeting, shareholders will act on the following matters:

enGene will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Registered shareholders and duly appointed proxyholders can attend the Meeting online at www.virtualshareholdermeeting.com/ENGN2025 where they can participate, vote, or submit questions during the Meeting’s live webcast.

You are entitled to receive notice of and vote at the Meeting or at any adjournment or postponement thereof only if you were a shareholder of the Company at the close of business on April 29, 2025 (the “Record Date”). You are entitled to attend the Meeting or any adjournment or postponement thereof only if you were a shareholder on the Record Date or if you hold a valid proxy to vote at the Meeting. If you plan to attend the virtual Meeting, log in at www.virtualshareholdermeeting.com/ENGN2025. Shareholders will need their unique 16-digit control number which appears on the notice, the proxy card or the voting instructions that accompanied the proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Meeting.

Whether or not you plan to attend the Meeting, we encourage you to read this proxy statement and accompanying proxy materials and promptly vote your shares. You may vote by completing, signing and dating the enclosed proxy card or voting instruction card and returning it in the enclosed envelope, or you may vote by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French), or via the Internet at www.proxyvote.com or by scanning the QR Code to access the website. You will need your 16-digit control number located on the form of proxy/voting instruction form.

For specific instructions on how to vote your shares, please refer to the section herein entitled “Questions and Answers - How You Can Vote” and to the instructions on your proxy or voting instruction card. If your shares are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares without instructions from you. You should instruct your bank, broker or other nominee to vote your shares in accordance with the procedures provided by your bank, broker or other nominee.

Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. In addition, financial and other information about the Company is contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on February 20, 2025 (the “Amendment No. 1”, and together with the Original Form 10-K, the “Annual Report”) as available on the SEC’s website at www.sec.gov and SEDAR+ at www.sedarplus.ca. The business to be considered at the Meeting may be considered at the Meeting or at any adjournment or postponement of the Meeting.

Important Notice Regarding the Availability of Proxy Statement Materials for the Annual General Meeting of Shareholders

to be Held on June 10, 2025.

This proxy statement, the Annual Report and the accompanying form of proxy or voting instruction card are first being provided to shareholders beginning on or about May 9, 2025. Unless the context otherwise requires, references to the “Company”, “enGene”, “we” and “our” refer to enGene Holdings Inc.

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