At the Meeting, shareholders will be asked to consider and, if thought fit, to pass, with or without amendment, a

special resolution (the ‘‘Consolidation Resolution’’) in the form set out below, authorizing, subject to regulatory

approval, the filing of articles of amendment to consolidate the Company’s common shares on the basis of one new share for a maximum of every three shares of the Company issued and outstanding (the “Consolidation”)

and change the name of the Company to POET Technologies Corp. (the ‘‘Name Change”) under the Ontario

Business Corporations Act (the “OBCA”).

The ratio is not 3:1 it is actually 1 for 3, one new share for each 3 old shares.