Mr. Michel Lafrance reports

POET TECHNOLOGIES MAILS PROXY MATERIAL

With respect to Poet Technologies Inc.'s annual and special meeting of shareholders to be held in San Jose, Calif., on June 12, 2015, the proxy materials have being sent to shareholders using the notice-and-access method. As such, registered shareholders should be receiving a proxy by mail and non-registered shareholders should be receiving a voting instruction form. The proxy materials include the notice of meeting and management information circular booklet, as well as the annual financial statements and the management discussion and analysis for the fiscal year ended Dec. 31, 2014, which were filed on SEDAR and are also be available for download from the company's website. Shareholders will be able to obtain a printed copy of the proxy materials by contacting the secretary of the company or TMX Equity Transfer Services Inc. In addition to the usual matters to be presented at the annual and special meeting, including the appointment of auditors and election of directors, shareholders will be asked to consider an ordinary resolution to approve the stock option plan, as amended for 2015, and a special resolution 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 and change the name of the company to Poet Technologies Corp. under the Ontario Business Corporations Act.

The stock option plan was amended to bring it in line with the current policies of the TSX Venture Exchange and:

• To increase the number of shares reserved under the stock option plan from 31,925,000 to the greater of 36 million or 20 per cent of the number of issued and outstanding common shares of the company at the close of business on the day prior to the day of the annual and special meeting;
• To change the maximum time allowable for the exercise of vested options following the date an officer or director ceases to be in that role from 180 days to one year.

The purpose of the increasing the exercise period is to ensure that departing officers and directors are not forced to exercise their options and sell the shares within a short period of time, thereby potentially depressing the stock price. The 36-million fixed number represents about 20 per cent of the current issued and outstanding shares of the company and a net increase of 4,075,000 from the 2014 stock option plan.

Subject to the approval of the TSX-V, approval of the special resolution by holders of common shares would give the board authority to implement the consolidation at any time prior to the next annual meeting of shareholders. Notwithstanding approval of the proposed consolidation by shareholders, the board, in its sole discretion, may revoke the special resolution and abandon the consolidation without further approval or action by or prior notice to shareholders. The board has not yet determined whether the company will complete the consolidation or, if there is a consolidation, whether that the ratio will be in the maximum amount for which authorization is being requested.

The directors of the company will only complete the consolidation if they believe that it is in the best interest of shareholders at a particular time, and only with a specific strategic objective. If the shares were consolidated on the basis of one new share for a maximum of every three preconsolidation shares, based on the currently issued 180,004,384 shares of the company, the resulting number of shares issued and outstanding would be 60,001,461 (rather than the approximately 35,967,877 number stated in the management information circular, which reflected a maximum of 1:5 consolidation approved at the last annual meeting of shareholders, as opposed to the currently proposed maximum 1:3 consolidation). The potential benefits of the consolidation are: greater investor interest, improved trading liquidity, possibility of raising additional capital at higher share price and ability to meet listing requirements of more senior stock exchanges. The risks associated with the consolidation are: the postconsolidation share price may be lower than it was before the consolidation on an arithmetic-equivalent basis; the liquidity of the shares could be adversely affected by the reduced number of shares; the company may still be unable to meet the listing requirements of more senior stock exchanges; and an increase in the number of shareholders owning odd lots of less than 100 shares, which are generally harder to sell.

For more information on these matters to be voted on at the annual and special meeting, please consult the management information circular.

Non-registered shareholders wishing to attend the annual and special meeting and vote in person must have themselves appointed as proxyholder and submit their voting instruction form before 12 p.m. (Eastern Time) on June 10, 2015.

We seek Safe Harbor.