At the AGM in 2015, this is what was asked to be voted on.

2015 Circular

On May 1, 2015, the directors amended the 2014 Plan: (a) increase the Fixed Number to 36,000,000 or such other greater number which will be, as at 5 pm (Eastern time) on June 11, equal to or less than 20% of the outstanding shares of the Company, being a net increase of at least 4,075,000, and (ii) to change the maximum time allowable for the exercise of vested options following the date an officer or director ceases to - 13 - be in that role from 180 days to one year. The 36,000,000 number represents 20% of the current issued and outstanding shares of the Company at the time of the amendment. The amended Plan (hereinafter referred to as the “2015 Plan”) is being submitted to shareholders for approval.

It was approved bt the shareholders.

This is what they are asking us to vote on this year.

2016 Circular

The current stock option plan of the Company is the 2015 Fixed Stock Option Plan (the "2015 Plan") which was approved by the disinterested shareholders of the Company on June 12, 2015 and accepted for filing by the TSXV). Under the 2015 Plan, the Company is required to reserve a number of shares eligible for granting under the Plan, which needs to be approved by shareholders and cannot exceed 20% of the issued and outstanding shares. The 2015 Plan reserved 36,326,000 shares as the maximum number (the "Fixed Number") of common shares which may be issued pursuant to options granted under the 2015 Plan and previous plans. On November 10, 2015, the directors resolved to increase the Fixed Number of shares reserved for issuance under the Company’s Stock Option Plan to such number equal to 20% of the issued and outstanding shares of the Company on the day prior to the Meeting, subject to shareholder and TSXV approval. For more information refer to the section entitled “Approval of Stock Option Plan”.

Do we really want to say NO the the BOD of POET.

Think about it they are asking the same thing this year, 20% of the outstanding shares.

Trini