Metamaterial Exchangeco Inc. — Proxy Solicitation & Information Statement 2024

Mar 7, 2024

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Appointee

I/We, being holders of exchangeable shares of Metamaterial Exchangeco Inc. (the

“Corporation”) , hereby authorize and instruct to TSX Trust Company (the “ Trustee ”) to vote on behalf of the undersigned in accordance with the below direction on all the following matters at the Special Meeting of Stockholders of Meta Materials Inc. (“ Meta ”) to be held at 12:00 p.m. (Eastern Time) on April 15, 2024 online via the Internet at https://web.lumiagm.com/231241931 (the “ Special Meeting ”), and at any and all adjournments or postponements thereof in the same manner, to the same extent and with the same powers as if the undersigned were personally present, with full power of substitution.

Meta’s Board and Management unanimously recommends a vote “FOR” Proposals 1 and 2. Please use dark black pencil or pen.

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I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any instructions previously given with respect to the Special Meeting. If no voting instructions are indicated above, this VIF will be voted FOR Proposals 1 and 2.

_________ ______ Signature(s) Date

Please see reverse for additional instructions. All VIFs must be received by April 10, 2024 at 9:00 a.m. (Eastern Time) or if the Special Meeting is adjourned or postponed, no later than 96 hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the reconvening of any adjournment or postponement of the Special Meeting.

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How to Vote

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Voting Instruction Form (VIF) – Special Meeting of Stockholders of Meta Materials Inc. to be held at 12:00 p.m. (Eastern Time) on April 15, 2024 and at any adjournments or postponements thereof (the “Special Meeting”)

1. We are prohibited from voting these securities on any of the matters to be acted upon at the Special Meeting without your specific voting instructions. In order for these securities to be voted at the Special Meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

2. This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

3. If this VIF is not dated, it will be deemed to bear the date on which it is mailed to you.

NAME: ACCOUNT NUMBER: CONTROL NUMBER:

	INTERNET	TELEPHONE
•	Go to www.meeting-	Use any touch-tone phone, call
	vote.com and cast your vote	toll free 1-888-489-5760
	online
•	View Special Meeting
	materials online at
	www.meetingdocuments.co m/TSXT/MMAX

1. When properly signed and delivered, securities represented by this VIF will be voted as directed by you.

2. Your voting instructions will be recorded on receipt of the VIF.

3. By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of and are entitled to instruct us with respect to the voting of, these securities.

4. If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

5. This VIF should be read in conjunction with Meta’s proxy statement and other proxy materials provided by Meta’s Management for the Special Meeting.

6. To vote by telephone or Internet you will need your control number. If you vote by telephone or Internet, do not print and send this VIF. MAIL, FAX OR EMAIL

7. • You may print and fax your VIF toll free to 1-416-595-9593 or scan and email to proxyvote@tmx.com

8. • You may alternatively print, complete and return your signed VIF by mail to: TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1

An undated VIF is deemed to be dated on the day it was received by TSX Trust Company.

All VIFs must be received by April 10, 2024 at 9:00 a.m. (Eastern Time) or if the Special Meeting is adjourned or postponed, no later than 96 hours (excluding Saturdays, Sundays and holidays in the Province of Ontario) before the reconvening of any adjournment or postponement of the Special Meeting.

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