Opsens Inc. — Proxy Solicitation & Information Statement 2020

Dec 9, 2020

Notice of the Annual General Meeting of Shareholders

To be held on January 19, 2021 at 10:00 a.m. (Standard Eastern Time)

via live webcast available athttps://us02web.zoom.us/j/89279414696

Record Date: December 2, 2020

MANAGEMENT PROXY CIRCULAR

December 7, 2020

Pour recevoir l'avis de convocation à l'assemblée, la circulaire de sollicitation de procurations par la direction et le formulaire de procuration ou d'instructions de vote en français, prière de contacter M. Robin Villeneuve, chef de la direction financière et secrétaire corporatif, par lettre adressée à OpSens inc., 750, boulevard du Parc-Technologique, Québec (Québec) G1P 4S3 ou par courriel, à l'adresse suivante : robin.villeneuve@opsens.com ou encore consulter lesdits documents sous le profil de la société sur le site internet de SEDAR à www.sedar.com.

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS1
MANAGEMENT PROXY CIRCULAR2
VOTING INFORMATION 2
PROXY SOLICITATION 2
NOMINATION OF PROXYHOLDERS2
EXERCISE OF VOTING RIGHTS BY PROXYHOLDERS3
RIGHT TO REVOKE PROXIES 4
SPECIAL VOTING INSTRUCTIONS FOR THE BENEFIT OF BENEFICIAL OWNERS4
QUORUM 5
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON5
VOTING SECURITIES AND PRINCIPAL HOLDERS6
ITEMS ON MEETING AGENDA6
PRESENTATION OF FINANCIAL STATEMENTS 6
ELECTION OF DIRECTORS6
APPOINTMENT OF THE AUDITOR AND AUTHORIZATION GIVEN TO DIRECTORS
TO SET ITS COMPENSATION7
BOARD OF DIRECTORS7
BIOGRAPHICAL NOTES 7
MAJORITY VOTE11
CEASE TRADE ORDER, BANKRUPTCIES, PENALTIES OR SANCTIONS12
COMPENSATION OF CERTAIN EXECUTIVE OFFICERS AND DIRECTORS13
COMPENSATION OF CERTAIN EXECUTIVES13
DIRECTOR COMPENSATION21
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS24
PERFORMANCE GRAPH28
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS29
CORPORATE GOVERNANCE29
GENERAL COMMENT29
BOARD OF DIRECTORS29
BOARD MANDATE 31
POSITION DESCRIPTIONS 32
ORIENTATION AND CONTINUING EDUCATION 32
ETHICAL BUSINESS CONDUCT 32NOMINATION OF DIRECTORS 33
COMPENSATION34
OTHER BOARD COMMITTEES 34
ASSESSMENTS34
DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL 35
REPRESENTATION OF WOMEN 35
DIVERSITY36
AUDIT COMMITTEE36
OTHER INFORMATION36
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS36
OTHER ISSUES TO BE CONSIDERED AT THE MEETING37
ADDITIONAL INFORMATION37
SHAREHOLDER PROPOSALS FOR THE ANNUAL MEETING TO BE HELD FOR
THE FISCAL YEAR ENDED AUGUST 31, 2021 37
APPROVAL OF DIRECTORS37

OPSENS INC.

NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the shareholders of OpSens Inc.:

Notice is hereby given that the annual general meeting (the "Meeting") of shareholders of OpSens Inc. (the "Corporation") will be held virtually via live webcast available at https://us02web.zoom.us/j/89279414696 on January 19, 2021 at 10:00 a.m. (Standard Eastern Time) for the following purposes:

In order to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders arising from the ongoing public health concerns related to the coronavirus pandemic ("COVID-19"), and to comply with health and safety measures imposed by the federal and provincial governments, we are inviting shareholders to attend the Meeting via live webcast. Participants are asked to register in advance of the Meeting and in any event prior to 10:00 a.m. on January 19, 2021. Participants with and without a Zoom account can attend the Meeting using the following URL: https://us02web.zoom.us/j/89279414696. Participants who do not own a Zoom account will be asked to enter their name once they click on the URL for the Meeting. Shareholders will have an equal opportunity to participate at the Meeting through this method regardless of their geographic location. As always, we encourage shareholders to vote their common shares prior to the Meeting.

• 1. to receive the annual consolidated financial statements of the Corporation for the fiscal year ended August 31, 2020 and the independent auditor's report thereon;
• 1. to elect directors;
• 1. to appoint the auditor and authorize the directors to set its compensation; and
• 1. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

Management proxy circular and proxy form or voting instruction form for the Meeting are attached to this notice.

Québec, Québec, December 7, 2020

By order of the Board of Directors,

(s) Robin Villeneuve

Robin Villeneuve, CPA, CA Chief Financial Officer and Corporate Secretary

Shareholders of the Corporation whose common shares are registered in the Corporation's register in their name may exercise their right to vote by attending the Meeting or by completing a proxy form or voting instruction form. If you are unable to be present via live webcast at the Meeting, kindly complete, date and sign the enclosed proxy form or voting instruction form. Proxies must be received by the transfer agent and registrar of the Corporation no later than 10:00 a.m. (Standard Eastern Time) on January 15, 2021 or 48 hours, excluding Saturdays and holidays, preceding the resumption of the Meeting after an adjournment (i) by mail at AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1; (ii) by facsimile machine at 416-368-2502 or by toll-free number in Canada and the United States 1-866-781-3111; (iii) by calling the toll-free number in Canada and the United States 1-888-489-7352; (iv) by casting your vote online to the following website: www.astvotemyproxy.com; (v) by scanning and sending it by email to proxyvote@astfinancial.com; or (vi) by scanning the QR code indicated on the proxy form with their smartphones.

If you are not a registered shareholder but you are a beneficial owner, please follow the instructions contained in the accompanying management proxy circular.

MANAGEMENT PROXY CIRCULAR

VOTING INFORMATION

PROXY SOLICITATION

This management proxy circular (the "Circular") is provided in the context of a solicitation of proxies by the management of OpSens Inc. (the "Corporation") for the annual general meeting of shareholders (the "Meeting") to be held virtually via live webcast available at https://us02web.zoom.us/j/89279414696 on Tuesday, January 19, 2021 at the time and for purposes set forth in the foregoing notice of Meeting (the "Notice") and at any adjournment thereof. In the Circular, unless otherwise indicated, the financial information set out is dated as at August 31, 2020 while all other information set out is dated as at December 2, 2020. All dollar amounts indicated herein are stated in Canadian dollars.

While proxies will be mainly solicited by mail, certain directors, officers, and employees of the Corporation may solicit them directly in person, by telephone, or by other means of electronic communication, but without additional compensation. The Corporation may also mandate an external proxy solicitation agency to help therewith. The cost of solicitation will be assumed by the Corporation, and it is not expected to be significant. Arrangements will also be taken with brokerage firms and other receivers, trustees and agents for the forwarding of proxy solicitation documents to non-objecting beneficial owners of common shares of the Corporation in accordance with the provisions of Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Regulation 54-101").

Shareholders of the Corporation whose common shares are registered in the Corporation's register in their name may exercise their right to vote by attending the Meeting or by completing a proxy form or voting instruction form. If you are unable to be present via live webcast at the Meeting, kindly complete, date and sign the enclosed proxy form or voting instruction form. Proxies must be received by the transfer agent and registrar of the Corporation no later than 10:00 a.m. (Standard Eastern Time) on January 15, 2021 or 48 hours, excluding Saturdays and holidays, preceding the resumption of the Meeting after an adjournment (i) by mail at AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1; (ii) by facsimile machine at 416-368-2502 or by toll-free number in Canada and the United States 1-866-781-3111; (iii) by calling the toll-free number in Canada and the United States 1-888-489-7352; (iv) by casting your vote online to the following website: www.astvotemyproxy.com; (v) by scanning and sending it by email to proxyvote@astfinancial.com; or (vi) by scanning the QR code indicated on the proxy form with their smartphones.

If you are not a registered shareholder but you are a beneficial owner, please follow the instructions contained in the Circular.

NOMINATION OF PROXYHOLDERS

The persons named as proxyholders in the enclosed proxy form or voting instruction form are officers of the Corporation and have been chosen by the board of directors of the Corporation (the "Board of Directors"). A shareholder entitled to vote at the Meeting has the right to appoint another person than the persons named in the enclosed proxy form or voting instruction form to attend the Meeting and act on his or her behalf. To exercise this right, the shareholder must insert the name of that person in the space provided for that purpose in the proxy form or voting instruction form. Any person appointed as proxyholder does not need to be a shareholder of the Corporation.

To be used at the Meeting, proxies must be received by the transfer agent and registrar of the Corporation no later than 10:00 a.m. (Standard Eastern Time) on January 15, 2021 or 48 hours, excluding Saturdays and holidays, preceding the resumption of the Meeting after an adjournment (i) by mail at AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1; (ii) by facsimile machine at 416-368-2502 or by toll-free number in Canada and the United States 1-866781-3111; (iii) by calling the toll-free number in Canada and the United States 1-888-489-7352; (iv) by casting your vote online to the following website: www.astvotemyproxy.com; (v) by scanning and sending it by email to proxyvote@astfinancial.com; or (vi) by scanning the QR code indicated on the proxy form with their smartphones.

If you are not a registered shareholder but you are a beneficial owner, please follow the instructions contained in the Circular.

The shareholder who is an individual must sign his or her name as it appears in the share ledger. If the shareholder is a corporate body, the proxy form must be signed by a duly authorized officer or representative of this corporate body. Also, for the shareholder who is a corporate body, a natural person authorized by a resolution of the Board of Directors or of the management of such corporate body may represent the latter at the Meeting and may apply all the shareholder's powers.

If the common shares are registered in the name of a liquidator, director or trustee, these persons must sign the exact name appearing in the ledger. If the common shares are registered in the name of a deceased shareholder, the name of the shareholder must be printed in block letters in the space provided for that purpose. The proxy form must be signed by the legal representative, who must print his or her name in block letters under his or her signature, and evidence of his or her authority to sign on behalf of the shareholder must be attached to the proxy form.

A person acting for a shareholder as administrator of the property of others may participate in and vote at the Meeting.

If two (2) or more persons hold common shares jointly, one of those shareholders present or represented by proxy at the Meeting may, in the absence of the others, exercise the voting right attached to those common shares. If two (2) or more of such shareholders are present or represented by proxy at the Meeting, they must vote as one the number of common shares indicated on the proxy.

In many cases, the common shares belonging to a beneficial owner are registered in the name of a securities broker, another intermediary or a clearing agency. Beneficial owners should carefully read the section of the Circular entitled "Special Voting Instructions for the Benefit of Beneficial Owners" and carefully follow the directions given by their intermediaries.

EXERCISE OF VOTING RIGHTS BY PROXYHOLDERS

For any item listed in the Notice, the persons named as proxyholders in the enclosed proxy form will exercise the voting rights attached to the common shares for which they have been nominated in accordance with the instructions of the shareholders who have nominated them, and including by means of a vote by show of hands or a ballot. If no specific instruction has been given by the shareholder, the voting rights attached to his or her common shares will be exercised in favour of adopting the items listed in the Notice. The persons named as proxyholders will have discretionary authority with respect to amendments or variations to matters identified in the Notice and other matters which may properly come before the Meeting provided that (i) the management of the Corporation is not aware within a reasonable time before the time the solicitation is made that any of those amendments, variations or other matters are to be presented for action at the Meeting and (ii) a specific statement is made in the Circular or in the form of proxy that the proxy is conferring such discretionary authority. However, the persons named as proxyholders may not have such discretionary authority to vote at any meeting other than the Meeting, or any adjournment thereof, neither to vote for the election of any person as a director of the Corporation unless a bona fide proposed nominee for that election is named in the Circular. As of the date of the Circular, directors of the Corporation have no knowledge of any amendment to the items listed in the Notice nor of any other item that may be brought before the Meeting in due form.

RIGHT TO REVOKE PROXIES

The shareholder who is an individual is at liberty to revoke a proxy by filing a written notice of revocation, including another proxy form indicating a later date, signed by the shareholder or his or her proxyholder duly authorized in writing. If the shareholder is a corporate body, this written notice of revocation and proxy form must be signed by a duly authorized officer or representative.

The written notice of revocation as well as the proxy form must be sent by no later than the last clear business day preceding the Meeting or any adjournment thereof to (i) the Corporation's head office, or (ii) AST Trust Company (Canada), 1 Toronto Street, Suite 1200, Toronto, Ontario M5C 2V6, or (iii) by submitting them to the chair of the Meeting on the same day that the Meeting is being held or on its adjournment. The act of appointing a proxyholder results in the revocation of any previous act of appointing another proxyholder.

SPECIAL VOTING INSTRUCTIONS FOR THE BENEFIT OF BENEFICIAL OWNERS

The information provided in this section is of considerable importance for many shareholders, because a large number of them hold common shares through securities brokers or their nominees and not in their own names. These shareholders (hereinafter "Beneficial Owners") must be aware of the fact that only proxies filed by shareholders whose names appear in the Corporation's ledger as registered holders of common shares may be recognized and may benefit from the right to vote at the Meeting. If the common shares are registered in a statement that is remitted to the shareholder by the broker, in almost all cases, these common shares will not be registered in the shareholder's name in the Corporation's ledger. These common shares will likely be registered in the name of the broker or its nominee. In Canada, the majority of these common shares are registered in the name of CDS & Co. (the nominee of CDS Clearing and Depository Services Inc.) which acts as a depository for a good number of Canadian brokerage firms. The voting rights attached to the common shares held by brokers or their nominees may be exercised only according to the Beneficial Owner's specific instructions. Brokers and their nominees are prohibited from exercising the voting rights attached to the common shares of their clients without specific voting instructions. In order for their common shares to be voted at the Meeting, Beneficial Owners must make sure that their specific instructions concerning the exercise of the voting rights attached to their common shares are conveyed to the appropriate person well before the Meeting.

Pursuant to Regulation 54-101, intermediaries and brokers must obtain voting instructions from Beneficial Owners before a meeting of shareholders. Each intermediary and broker has its own rules concerning the mailing and forwarding of voting instruction forms ("VIFs"), meeting notices, proxy circulars as well as all other documents sent to shareholders for a meeting. These rules must be carefully followed by Beneficial Owners to ensure that the rights attached to their common shares can be exercised at the Meeting. The VIF remitted to Beneficial Owners by the intermediary or the broker is often the same as the one remitted to registered shareholders; however, its sole purpose is to obtain instructions for the intermediary or the broker on how to exercise the voting rights on behalf of the Beneficial Owner. The majority of intermediaries or brokers now delegate the responsibility of obtaining voting instructions from their clients to Broadridge Financial Solutions (Canada) Corp. ("Broadridge"). Broadridge provides VIFs and mails them to the Beneficial Owners, and asks them to return the VIFs to Broadridge, or to call its toll-free number to exercise the voting rights attached to their common shares, or to go to its web site at www.proxyvote.com to provide voting instructions. Broadridge then computes the results of all the voting instructions received and gives the appropriate instructions regarding the exercise of the voting rights attached to the common shares that will be represented at the Meeting. The Beneficial Owner who receives a VIF from Broadridge may not use such VIF to exercise the voting rights attached to his or her common shares directly at the Meeting. The VIF must be returned to Broadridge 48 hours before the Meeting so that the voting rights attached to the common shares can be exercised at the Meeting.

While a Beneficial Owner cannot be recognized directly at the Meeting for the purpose of exercising the voting rights attached to the common shares registered in the name of his or her broker or his or her broker's nominee, the Beneficial Owner may attend the Meeting as proxyholder for the registered shareholder and may, in this capacity, exercise the voting rights attached to the common shares. The Beneficial Owner wishing to attend the Meeting and indirectly exercise the voting rights attached to his or her common shares as proxyholders for the registered shareholder must enter his or her own name in the space provided in the VIF and return it to his or her broker (or his or her broker's nominee) in accordance with the instructions provided by the broker (or broker's nominee) before the Meeting. The Beneficial Owner can also write the name in the space provided in the VIF of someone else whom he or she wishes to attend the Meeting and vote on his or her behalf. Unless prohibited by law, the person whose name is written in the space provided in the VIF will have full authority to present matters to the Meeting and vote on all matters that are presented at the Meeting, even if those matters are not set out in the VIF or the Circular. The Beneficial Owner may consult a legal advisor if he or she wishes to modify the authority of that person in any way.

According to Regulation 54-101, the Corporation has distributed copies of the Notice, the Circular, the proxy form and the Corporation's 2020 Annual Report (which includes annual consolidated financial statements and MD&A for the fiscal year ended August 31, 2020) (collectively, the "Meeting Materials") to clearing agencies and intermediaries for onward distribution to nonobjecting Beneficial Owners. The Corporation will pay for the distribution of Meeting Materials to objecting Beneficial Owners.

As permitted under Regulation 54-101, the Corporation has used a non-objecting Beneficial Owners list to send the Meeting Materials to the non-objecting owners whose names appear on that list.

The Meeting Materials were sent to both registered and non-registered owners of the common shares. If you are a non-registered owner, and the Corporation or its agent has sent the Meeting Materials directly to you, your name and address and information about your holdings of common shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf.

By choosing to send the Meeting Materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for i) delivering these materials to you, and ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

QUORUM

Under the Corporation's by-laws, one (1) individual, whether shareholder or proxyholder, personally present and representing personally or by proxy 10% of the issued and outstanding common shares of the Corporation carrying the right to vote at the Meeting, shall constitute the necessary quorum for the transaction of business at the Meeting. If a quorum is present at the opening of the Meeting, the Meeting may be validly held notwithstanding that the quorum is not present throughout the Meeting.

If a quorum is not present at the opening of the Meeting, the shareholders present may adjourn the Meeting to a specific time and place but may not transact any other business.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No director or executive officer of the Corporation at any time since the beginning of the Corporation's last fiscal year, no proposed nominee for election as a director of the Corporation, neither any associate or affiliate of such persons has any interest, direct or indirect, in any matter to be acted upon other than the election of directors or the appointment of auditors.

VOTING SECURITIES AND PRINCIPAL HOLDERS

The Corporation's authorized share capital is made up of an unlimited number of common shares without par value. As of the date of the Circular, 90,297,567 common shares are issued and outstanding. Each common share entitles the holder thereof to one (1) vote at the Meeting. Only shareholders registered in the Corporation's ledger at the close of business on December 2, 2020 have the right to receive the Notice. They also have the right to vote at the Meeting and any adjournment thereof, if they are present or represented by proxyholder.

To the knowledge of the Corporation's directors and executive officers and based on the publicly available information, as at the date of the Circular, no person beneficially owns, or controls or directs, directly or indirectly, voting securities carrying 10% or more of the voting rights attached to any class of voting securities of the Corporation other than:

Shareholder Name	Number of Common Shares	Percentage of Common SharesIssued and Outstanding
Fiera Capital Corporation	9,469,366	10,49%

ITEMS ON MEETING AGENDA

PRESENTATION OF FINANCIAL STATEMENTS

The Corporation's annual consolidated financial statements for the fiscal year ended August 31, 2020 and the independent auditor's report thereon will be presented at the Meeting but will not be subject to a vote.

ELECTION OF DIRECTORS

The Corporation's articles of amalgamation specify that the Board of Directors may be composed of a minimum of three (3) and a maximum of ten (10) directors. The Corporation's by-laws specify that the directors are elected by the shareholders at the annual meeting and the retiring directors qualify for re-election. If the election of the directors is not held at the annual meeting, it may be held at a subsequent special meeting duly called for that purpose. Despite the expiry of a director's term, the director, unless he resigns, remains in office until re-elected or replaced.

The Corporation's management deems that all nominees will be capable of acting as directors. The Corporation's management has not been notified of any nominee who no longer wishes to serve in this capacity. The proxy form or the VIF does not grant a discretionary power to elect a director of the Corporation, unless a proposed nominee is appointed in the Circular.

The Board of Directors proposes the following seven (7) individuals as nominees for directorship. Each of the nominees proposed by the Board of Directors is currently director of the Corporation.

Gaétan Duplain Denis M. Sirois Denis Harrington Jean Lavigueur Louis Laflamme James Patrick Mackin Alan Milinazzo

For the biographical notes of each nominee, see section of the Circular entitled "Board of Directors" below.

Unless the shareholders provide instruction to the contrary or in the absence of specific instruction in this respect, the persons named as proxyholders in the enclosed proxy form or the VIF intend to vote FOR the election of each proposed nominee for directorship listed above.

APPOINTMENT OF THE AUDITOR AND AUTHORIZATION GIVEN TO DIRECTORS TO SET ITS COMPENSATION

The Audit Committee and the Board of Directors of the Corporation recommend that the term of appointment of Deloitte LLP ("Deloitte"), the Corporation's current auditor, be renewed until the next annual shareholders meeting or until a successor is appointed. To be validly adopted, the resolution concerning the renewal of Deloitte's mandate must be adopted by a simple majority of votes cast by the shareholders present or represented by proxyholder at the Meeting. The proxy form or the VIF does not grant a discretionary power to appoint the auditor of the Corporation

The shareholders' approval will also authorize the Board of Directors of the Corporation to set the auditor's compensation.

During the past five fiscal years, Deloitte has acted as auditor of the Corporation.

Unless the shareholders provide instruction to the contrary or in the absence of specific instruction in this respect, the persons named as proxyholders in the enclosed proxy form or the VIF intend to vote FOR the appointment of Deloitte as auditor of the Corporation until the adjournment of the next annual meeting of shareholders and authorize the directors to set its compensation.

BOARD OF DIRECTORS

BIOGRAPHICAL NOTES

The following table provides certain information concerning each proposed nominee for directorship: name, province, country of residence and position held, as the case may be, with the Corporation or OpSens Solutions Inc. ("OpSens Solutions"), the Corporation's subsidiary. It also provides the current members of the Audit Committee, the Human Resources and Compensation Committee and the Nomination Committee of the Corporation, the month and year in which the nominee became a director of the Corporation, his current principal occupation and the number of securities of each class of voting securities of the Corporation that he beneficially owns, controls or directs, directly or indirectly, as at the date of the Circular.

Alan MilinazzoMassachusetts, United StatesExecutive Chairman of the Board ofthe Corporation since March 2019Non-independentNumber of common shares held:33,498	Mr. Alan Milinazzo is a partner in Heidrick & Struggles' Bostonoffice and a member of the global Healthcare and Life SciencesPractice, specializing in the medical device sector.Prior to joining Heidrick & Struggles, he was chief executive officerof InspireMD, a pioneer in embolic prevention systems (EPS) forcoronary and vascular applications. He previously served aspresident and chief executive officer of Orthofix International N.V.,a $600 million publicly traded global orthopedic and spinecompany, and as general manager of Medtronic, Inc.'s coronaryand peripheral vascular businesses, where he was instrumental inthe development and commercialization of several key productsincluding the company's first coronary drug-coated stent platform,Endeavor.
	Mr. Milinazzo also spent 12 years with Boston Scientific in multipleglobal sales and marketing leadership roles during a period ofunprecedented top line growth in the cardiology franchise.
	Mr. Milinazzo currently serves as the executive chair of OpSens(TSX:OPS) and director and chair of the CompensationCommittee of Flexion Therapeutics (Nasdaq: FLXN). Priordirectorships include CasMed (Nasdaq CASM, acquired byEdwards Life Science), Nasdaq LDR Spine (Nasdaq LDRHacquired by Zimmer-Biomet), Medpace (acquired by PE sponsorCinven), HET Systems (acquired by Covidien), LumenR (acquiredby Boston Scientific), and The Musculoskeletal TransplantFoundation (MTF).
	Mr. Milinazzo earned a bachelor's degree, cum laude, from BostonCollege. While in college, he interned at the White House, the USHouse of Representatives, and the John F. Kennedy Library.
Gaétan DuplainProvince of Québec, CanadaDirector of the Corporation sinceOctober 2006Director of OpSens Solutions sinceDecember 2007President of OpSens Solutions sinceSeptember 2015Non-independentNumber of common shares held:3,726,956	Mr. Gaétan Duplain is President of OpSensSolutions sinceSeptember 2015. He is also a Director of the Corporation sinceOctober 2006. From October 2006 to September 2015, he wasVice-President, Oil and Gas of the Corporation. His primaryresponsibilities are to oversee OpSens Solutions' activities byorienting the main lines of commercial and intellectual propertydevelopment, planning the work and seeing to the implementationof the Corporation's action plan. In May 1994, he co-founded FISOTechnologies Inc., a corporation specializing in the manufacturingof fiber optic sensors, for which he acted as Vice-President fromJuly 1994 to August 2003. With this corporation, Mr. Duplainacquired experience in high-tech business development andstrategic planning. He obtained a Bachelor's degree in PhysicalEngineering from Université Laval in May 1985 and a Master'sdegree in Optics and Laser from the same university in May 1986.

Denis M. SiroisProvince of Québec, CanadaDirector of the Corporation sinceJanuary 2015Member of the Audit Committee,member of the Human Resourcesand Compensation Committee andChairman of the NominationCommittee of the CorporationIndependentNumber of common shares held:396,000

Mr. Denis M. Sirois is President and CEO of Telesystem EnergyLtd. since January 2017, a clean technology company which hasdeveloped the world's most efficient and reliable river hydrokineticsystem producing renewable, baseload power.Mr. Sirois also acts as Vice President – Investments of TelesystemLtd. since March 2006. Telesystem Ltd. is a technology focusedfamily office with long-term value creation and innovation as coreprincipals. Telesystem Ltd. has invested over US$1.3B globally inventure opportunities of all stages and have concluded more thanUS$22B in transactions since inception.Mr. Sirois has over 20 years of experience in corporate finance,mergers and acquisitions and private equity. Through the courseof his career, he has been involved in transactions of all sizes,ranging from start-ups to multinational corporations. Mr. Siroiscurrently sits on the Board of Directors of Telesystem Ltd (andaffiliates), Telesystem Energy Ltd, Northstar Earth and Space Inc.,journal Le Devoir Inc. and the Corporation.

Denis HarringtonMinnesota, United StatesDirector of the Corporation sinceJanuary 2015Chairman of the Human Resourcesand Compensation Committee,member of the Nomination Committeeand member of the Audit Committeeof the CorporationIndependentNumber of common shares held:nil.

Denis Harrington is the owner of Denis L Harrington Consulting,LLC, a management and strategy consulting firm he established inDecember 2012 after nearly 30 years of successful leadershiproles in the US Army and the Medical Device Industry. Mr.Harringtonpresently serves as an executive consultant anddirector for several medical device companies. He has previouslyserved as CEO for BridgePoint Medical and NexGen Medical,successfully leading BridgePoint from its development stagethrough commercialization and to successful acquisition by BostonScientific in October 2012. He came to BridgePoint Medical fromBoston Scientific where he spent 18 years. His last role at BSCwas as Senior Vice-President of US Cardiology, Rhythm andVascular Sales – managing over 1800 people and $3 billion inrevenue. Mr. Harrington is a graduate of the United States MilitaryAcademy at West Point.

Jean LavigueurProvince of Québec, CanadaDirector of the Corporation sinceJanuary 2012Chairman of the Audit Committee ofthe CorporationIndependentNumber of common shares held:120,000

Mr. Jean Lavigueur is Chief Financial Officer of Coveo SolutionsInc., a software as a service leader in the field of enterprise searchengines since April 2006. Before Coveo Solutions Inc., he cofounded and served as Chief Financial Officer of Taleo Corporation(NASDAQ:TLEO), a software as a service provider of talentmanagement solutions, from March 1999 to May 2005, and servedfrom June 2005 to December 2005 in other capacities, includingVice President, Finance. Prior to Taleo Corporation, Mr. Lavigueurserved as Chief Financial Officer of Baan Supply Chain Solutions("BAAN"), a software provider of enterprise resource planning(ERP), from May 1996 to February 1999, and as Chief FinancialOfficer of Berclain Group Inc., a supply chain managementsolutions vendor acquired by BAAN, from May 1991 to April 1996.Prior to his employment with Berclain Group Inc., Mr. Lavigueurworked in the audit and tax divisions of Coopers & Lybrand (nowPricewaterhouseCoopers LLP), a public accounting firm. He was amember of the board of directors and of the Audit Committee ofWanted Technologies Corporation (TSXV:WAN), a software as aservice vendor that provided real-time market intelligence data forthe recruitment market and was the Chairman of its SpecialCommittee of Independent Directors when the corporation wassold and privatized in November 2015. He was a member of theboard of directors of iPerceptions Inc. (TSXV:IPE), a web-focusedVoice of Customer analytics provider, and was Chairman of itsAudit Committee and of its Special Committee of IndependentDirectors when the corporation was sold and privatized in March2012. Mr. Lavigueur was also a member of the board of directorsof Cossette Inc. (TSX:KOS), one of the largest advertising andcommunications corporation in Canada, and was the Chairman ofits Audit Committee and of its Special Committee of IndependentDirectors when the corporation was sold and privatized in 2009.Mr.LavigueurholdsaBachelor'sdegreeinBusinessAdministration from Université Laval. He is a member of the Orderof Chartered Professional Accountants of Quebec.

James Patrick MackinAtlanta, United StatesDirector of the Corporation sinceSeptember 2016Member of the Human Resourcesand Compensation Committee andMember of the NominationCommittee of the CorporationIndependentNumber of common shares held:44,100

Mr. James Patrick Mackin is President and Chief Executive Officerand Chairman of CryoLife, Inc. (NYSE:CRY) ("CryoLife") sinceSeptember 2014, a leader in the manufacturing, processing, anddistribution of implantable living tissues and medical devices usedin cardiac and vascular surgical procedures to treat the aorta.CryoLife markets and sells products in more than 80 countriesworldwide.Before joining CryoLife, from August 2007 to July 2014, he wasPresident of the Cardiac Rhythm Disease Management Division,which is the largest business at Medtronic, Inc. (NYSE:MDT)("Medtronic"). From 2004 to 2006, also at Medtronic, Inc., he heldthe positions of Vice President, Vascular, Western Europe wherehe launched the Corporation's first drug-eluding stent called"Endeavour"andVicePresidentandGeneralManager,Endovascular Business Unit. Prior to joining Medtronic, from 1996to 2002, Mr. Mackin worked for six years at Genzyme, Inc., servingas Senior Vice President and General Manager for theCardiovascular Surgery Business Unit and as Director of Sales,Surgical Products division. From 1991 to 1996, Mr. Mackin spentfive years at Deknatel/Snowden-Pencer, Inc. in various sales andmarketing roles and three years as an Officer in the U.S. Army. Mr.Mackin received an MBA from the Kellogg School of Managementat Northwestern University and is a graduate of the United StatesMilitary Academy at West Point. Mr. Mackin is also a Director forWright Medical Group N.V. (NASDAQ:WMGI), a leading medicaldevice company in orthopedics.

Louis LaflammeProvince of Québec, CanadaDirector of the Corporation sinceJanuary 2013President and Chief Executive Officerof the Corporation	Mr. Louis Laflamme is President, Chief Executive Officer andDirector of the Corporation since January 2013. His primarymandate is to see to the operational management of theCorporation. He has been Chief Financial Officer and CorporateSecretary of the Corporation from November 2005 to December2012. From March 2005 to November 2005, he held the position of
Non-independent	Director, Finance and Administration for DEQ Systems Corp., acorporation specialized in the manufacturing and distribution of
Number of common shares held:765,000(1)	electronicsystems.FromJuly2002toFebruary2005,Mr. Laflammeheld various positions in the administrativedepartment including the position of Vice President Finance ofTGN Biotech Inc., a corporation specializing in research anddevelopment in biotechnology. From January 2002 to July 2002,Mr. Laflamme also acted as Corporate Controller at St-RaymondForest Products Ltd, a corporation involved in the manufacturing ofveneers. From October 1998 to December 2001, he was SeniorAuditor in the assurance and advisory department for SamsonBélair / Deloitte & Touche (SENC). He is a member of the Ordredes comptables professionnels agréés du Québec. He holds aBachelor's degree in Business Administration from UniversitéLaval obtained in May 1998.

Notes:

(1) Mr. Louis Laflamme personally owns 515,000 common shares, owns 84,000 common shares through 9114-6811 Québec Inc., a corporation controlled by Mr. Laflamme, and holds 166,000 common shares through a registered retirement savings plan.

Members of the Corporation's Board of Directors do not have direct information on the number of securities of each class of voting securities of the Corporation that each proposed nominee for directorship beneficially owns, controls or directs, directly or indirectly. Such information was provided by the proposed nominees for directorship on an individual basis.

MAJORITY VOTE

The Board of Directors has adopted on November 14, 2017 a majority voting policy (the "Policy") governing uncontested elections of directors. The Board of Directors believes that each director should have the confidence and support of the shareholders of the Corporation. For the election of directors, with respect to any particular nominee, the number of votes withheld exceeds the number of votes for the nominee, the nominee will be considered not to have received the confidence and support of the shareholders, even though duly elected as a matter of corporate law. Under such circumstances, the director nominee will be required to immediately tender his or her resignation as a director, to be effective on acceptance by the Board of Directors.

The Board of Directors will consider the tendered resignation and announce by news release its decision whether or not to accept that resignation and the reasons for its decision no later than 90 days after the date of the relevant shareholders' meeting (and will provide a copy of the news release to the Exchange). The Board of Directors will accept the tendered resignation, absent exceptional circumstances. In considering whether to accept the tendered resignation, the Board of Directors will consider all factors that it deems in its discretion to be relevant. A director who tenders his or her resignation pursuant to the Policy will not be permitted to participate in any Board of Directors or committee meeting at which his or her resignation is to be considered.

Subject to any corporate law restrictions, the Board of Directors may (1) leave a vacancy in the Board of Directors unfilled until the next annual general meeting, (2) fill the vacancy by appointing a new director who the Board of Directors considers to merit the confidence of the shareholders, or (3) call a special meeting of shareholders to consider new Board of Directors nominee(s) to fill the vacant position(s).

If any director refuses to tender his or her resignation in accordance with the Policy, he or she will not be re-nominated for election by the Board of Directors. However, the Policy does not apply if the director's election is contested.

CEASE TRADE ORDER, BANKRUPTCIES, PENALTIES OR SANCTIONS

To the knowledge of the members of the Corporation's Board of Directors and based on the information provided by the proposed nominees for directorship, none of these nominees:

• (a) is, as at the date of the Circular, or has been, within ten (10) years before this date, a director, chief executive officer or chief financial officer of any corporation, including the Corporation, that was subject to one of the following orders:
  • (i) a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, while the proposed nominee was acting in the capacity as director, chief executive officer or chief financial officer; or
  • (ii) a cease trade order, an order similar to a cease trade order or an order that denied relevant corporation access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, and issued after the proposed nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the person exercised these duties;
• (b) is, as at the date of the Circular, or has been, within the ten (10) years before this date, a director or executive officer of any corporation, including the Corporation, that, while the proposed nominee was acting in that capacity, or within a year of that proposed nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
• (c) has, within the ten (10) years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed nominee; and
• (d) has been subject to:
  • (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
  • (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed nominee for directorship.

Notwithstanding the above, Mr. Denis M. Sirois was a Director of CJL Capital Inc., a corporation whose securities were suspended from trading effective September 12, 2012 and transferred to NEX thereafter for failure to complete a qualifying transaction within 24 months of listing on the Exchange and which securities were suspended from trading effective May 21, 2014 for failure to file its annual consolidated financial statements for the financial period ending December 31, 2013. Effective at the close of business on September 10, 2015, CJL Capital Inc. was delisted from the NEX for failure to pay its quarterly listing maintenance fee**.**

COMPENSATION OF CERTAIN EXECUTIVE OFFICERS AND DIRECTORS

COMPENSATION OF CERTAIN EXECUTIVES

Compensation Discussion and Analysis

General

The Human Resources and Compensation Committee is required to consult with and make recommendations to the Board of Directors of the Corporation on compensation of Named Executive Officers (as hereinafter defined) and compensation plan matters. The make-up of the Human Resources and Compensation Committee and the determination as to whether is members are independent are set out under the section "Compensation Governance" below. A description of the responsibilities, powers and operations of the Human Resources and Compensation Committee is presented under the section "Compensation Governance" below.

The compensation of the Corporation's Named Executive Officers has been established with a view to attracting and retaining people critical to the Corporation's short and long-term success and to continuing to provide such people with compensation that is in accordance with existing market standards generally.

Compensation of the Corporation's Named Executive Officers is comprised of a base salary, annual cash incentive bonuses and, as the case may be, the grant of stock options to purchase common shares under the Plan (as hereinafter defined) and the grant of shares units under the SPSU Plan (as hereinafter defined).

Through its compensation practices, the Corporation seeks to provide value to its shareholders through a strong executive leadership. Specifically, the Corporation's Named Executive Officers compensation structure seeks to: (i) attract and retain talented and experienced executives necessary to achieve the Corporation's strategic objectives; (ii) motivate and reward executives whose knowledge, skills and performance are critical to the Corporation's success; (iii) align the interests of the Corporation's Named Executive Officers' and shareholders by motivating executives to increase shareholder value, and (iv) provide a competitive compensation package in which a significant portion of total compensation is determined by corporate and individual results and the creation of shareholder value and foster a shared commitment among executives by coordinating their corporate and individual goals.

Within the context of the overall objectives of the Corporation's compensation practices, the Corporation determined the specific amounts of compensation to be paid to each of its Named Executive Officers for the fiscal year ended August 31, 2020 based on a number of factors, including: (i) the Corporation's understanding of the amount of compensation generally paid by similarly situated companies to their executive officers with similar roles and responsibilities; (ii) the Named Executive Officers' performance during the fiscal year in general and as measured against predetermined corporate and individual performance goals; (iii) the roles and responsibilities of the Corporation's Named Executive Officers; (iv) the individual experience and skills of, and expected contributions from the Corporation's Named Executive Officers; (v) the amounts of compensation being paid to the Corporation's other Named Executive Officers; and (vi) any contractual commitments that the Corporation has made to its Named Executive Officers regarding compensation.

Base Salary

The Corporation's approach is to pay its Named Executive Officers a base salary that is competitive with those of other executive officers in similar companies. The Corporation believes that a competitive base salary is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. The Corporation also believes that attractive base salaries can motivate and reward Named Executive Officers for their overall performance. The base salary of each Named Executive Officer is reviewed annually and may be

adjusted in accordance with the market conditions or the terms of such Named Executive Officer's employment agreement.

The Corporation has entered into written employment agreements with its Named Executive Officers. The base salaries of the Named Executive Officers were determined by resolutions adopted by the Board of Directors which were based on its understanding of base salaries for comparable positions at similarly situated companies at the time. The benchmark used by the Corporation to establish a fair compensation for its executives was derived from an executive compensation analysis of publicly listed businesses of equivalent size and complexity in the area of Québec Province. Such base salaries were also based on the experience and skills of, and expected contribution from, each Named Executive Officer, their roles and responsibilities and other factors. Evaluations of base salary and annual adjustments, if any, to the base salary of each Named Executive Officer are analyzed within the context of the terms and conditions of the employment agreements entered into between the Corporation and each of the latter. Further to the Human Resources and Compensation Committee's recommendations, evaluations of base salary and annual adjustments are approved by the Corporation's Board of Directors.

Annual Cash Incentive Bonuses

The Corporation's Named Executive Officers have an opportunity to earn an annual cash incentive bonus based on corporate and individual performance in the context of the overall performance of the Corporation. Individual target bonuses, which are established by the Human Resources and Compensation Committee, may reach up to 40% of the base salary of each Named Executive Officer. Bonuses paid to each Named Executive Officer are recommended by the Human Resources and Compensation Committee to the Board of Directors which ultimately approves the payment of such bonuses.

Bonuses are primarily based upon performance of each Named Executive Officer, as measured against predetermined corporate and individual goals covering business development, and corporate and financial achievements. The objectives are proposed by the Human Resources and Compensation Committee and discussed with the Named Executive Officers. The primary objective of the Corporation's bonus payments is to motivate and reward its Named Executive Officers for meeting the Corporation's short-term objectives using a performance-based compensation program with objectively determinable goals that are specifically tailored for each Named Executive Officer. The performance-based compensation program that is currently used by the Corporation is based, amongst other things, on:

• A minimum revenue level of FFR on a consolidated basis and in different geographies for the Corporation;
• A minimum level of revenue and EBIT for OpSens Solutions; and
• The achievement of development milestones for key projects for the Corporation.

In addition, the Corporation may reserve a portion of each Named Executive Officer's annual cash incentive bonus to be paid at the Corporation's discretion based on the Named Executive Officer's overall performance. The Corporation maintains this discretionary portion of the annual cash incentive bonuses to motivate its executives' overall performance and their performance relating to matters that are not addressed in the predetermined performance goals that the Corporation sets. The Corporation believes that every important aspect of Named Executive Officers performance is not capable of being specifically quantified in a predetermined objective. For example, events outside of the Corporation's control may occur and require Named Executive Officers to focus their attention on strategic objectives that are different from the annual performance goals previously set for each Named Executive Officer.

There were bonuses paid to the Corporation's Named Executive Officers during the fiscal years ended August 31, 2018, 2019 and 2020. For additional information regarding the amount of those bonuses, please see the "Table of Compensation" below.

Option-Based Awards

The Corporation's granting of stock options to certain Named Executive Officers under the Corporation's stock option plan called the "OpSens Inc. 2019 Restated Stock Option Plan" (the "Plan") is a method of compensation which is used to attract and retain personnel and to provide an incentive to participate in the long-term development of the Corporation and to increase shareholder value. The relative emphasis of stock options for compensating certain Named Executive Officers will generally vary depending on the number of common shares of the Corporation held by such persons and the number of stock options that is outstanding from time to time. The Corporation generally expects that future grants of stock options should be based on the following factors: i) the terms and conditions of the employment agreements of Named Executive Officers; ii) the executive's past performance; iii) the executive's anticipated future contribution; iv) the prior stock options grants to such executive; v) the percentage of outstanding equity owned by the executive; vi) the level of vested and unvested stock options and vii) the market practices and the executive's responsibilities and performance.

The Corporation has not set specific target levels for the granting of stock options to Named Executive Officers but seeks to be competitive with similar corporations. For a summary of the main terms and conditions of the Plan, see section entitled "Plan Description" under "Securities Authorized for Issuance under Equity Compensation Plans" below.

Generally, option-based awards are set in the Named Executive Officers' employment agreements in accordance with the items set out in the previous paragraph. The terms of such employment agreements are recommended by the Human Resources and Compensation Committee and approved by the Board of Directors.

Stock Performance Share Unit Plan

The Corporation has approved, for the fiscal year beginning September 1, 2019, a Stock Performance Share Unit Plan (the "SPSU Plan") which provides for grants of shares units ("SUs") to officers and senior managers of the Corporation, including the Named Executive Officers. The SPSU Plan was adopted to supplement the long-term incentive compensation framework for the executives to promote their continued efforts in growing the Corporation, as well as to assist in attracting and retaining members of senior management. An SU is a right to receive a cash payment only equal to the fair market value of a common share in the capital of the Corporation determined between the date of grant and the end date of the vesting period of the SUs.

Compensation Governance

For the fiscal year ended August 31, 2020, the Human Resources and Compensation Committee consisted of the three (3) following directors: Mr. Denis M. Sirois, Mr. James Patrick Mackin and Mr. Denis Harrington, all of which are considered independent under the Regulation 52-110 respecting Audit Committees (the "Regulation 52-110").

These members have relevant experience to fulfill their responsibilities related to Named Executive Officers' compensation. The section of the Circular entitled "Biographical Notes" under "Board of Directors" above specifies the relevant education and experience of such members.

For a description of the policies and practices adopted by the Board of Directors to determine the compensation of the Corporation's directors and officers, see section of the Circular entitled "Corporate Governance – Compensation" below.

The Human Resources and Compensation Committee is responsible for developing a compensation policy for the Corporation's directors and officers that is in line with the Corporation's business plan, strategies, and objectives. It is also responsible for analyzing, on behalf of the Board of Directors, matters related to human resource planning, officer and director compensation, short and long-term incentive programs, employee and indirect benefit program, succession planning and for recommending the appointment of officers. In addition, the Human Resources and Compensation Committee also examines and recommends, for approval by the Board of Directors, the statement of executive compensation included in any management proxy circular as well as any other document related to executive compensation.

Table of Compensation

The following table sets forth the global compensation paid to the Executive Chairman of the Board of Directors of the Corporation, the President and Chief Executive Officer of the Corporation, the Chief Financial Officer and Corporate Secretary of the Corporation, the former Vice-President, Medical Devices of the Corporation, the President of OpSens Solutions and the former Vice President, Sales and Marketing of the Corporation (collectively, the "Named Executive Officers") during the fiscal years ended August 31, 2018, 2019 and 2020. For information relating to the Corporation's prior fiscal years, please refer to the Corporation's management proxy circulars for such fiscal years, available on the SEDAR website at www.sedar.com.

Name and			Share	Option	Non-Equity IncentivePlan Compensation($)		Pension	All Other	Total
PrincipalPosition	Year	Salary($)	BasedAwards($)	BasedAwards(7)($)	AnnualIncentivePlans(2)	LongTermIncentivePlans(8)	Value($)	Compensation($)	Compensation($)
Alan Milinazzo,ExecutiveChairman of theBoard ofDirectors of theCorporation(1)(10)	20192020	51,913104,840	N/AN/A	155,334N/A	N/AN/A	N/AN/A	N/AN/A	N/AN/A	207,247104,840
Louis Laflamme,	2018	248,625	N/A	N/A	59,173	N/A	N/A	N/A	307,798
President andChief Executive	2019	253,598	N/A	225,676	86,540	N/A	N/A	N/A	565,814
Officer of theCorporation(1)	2020	274,000	N/A	N/A	63,020	4,887	N/A	N/A	341,907
RobinVilleneuve,	2018	180,000	N/A	N/A	38,880	N/A	N/A	N/A	218,880
Chief FinancialOfficer andCorporate	2019	183,600	N/A	N/A	51,638	N/A	N/A	N/A	235,238
Secretary of theCorporation(5)	2020	192,000	N/A	8,025	34,416	3,054	N/A	N/A	237,495
ClaudeBelleville, formerVice-President,Medical Devicesof theCorporation(1)(6)	2018	98,337	N/A	N/A	N/A	N/A	N/A	N/A	98,337
Gaétan Duplain,	2018	187,532	N/A	N/A	53,447	N/A	N/A	N/A	240,979
President ofOpSens	2019	191,283	N/A	N/A	14,346	N/A	N/A	N/A	205,629
Solutions(1)(3)	2020	197,000	N/A	N/A	53,190	N/A	N/A	N/A	250,190
Anthony E.Gibbons, formerVice-President,Sales andMarketing of theCorporation(4)	2018	226,441	N/A	N/A	N/A	N/A	N/A	161,098(9)	387,539

Notes:

• (1) Mr. Laflamme, Mr. Duplain and Mr. Milinazzo, who are also directors of the Corporation, and Mr. Belleville, who was also director of the Corporation until January 21, 2018, did not receive any compensation for services rendered as such.
• (2) The amounts provided in this column represent the payment of annual cash incentive bonuses by the Corporation in reward of objectives achieved by the Named Executive Officers in respect of the applicable fiscal year. The annual cash incentive bonuses are paid following the end of the applicable fiscal year.
• (3) Mr. Duplain was Vice-President, Oil and Gas of the Corporation from October 2006 to September 2015.
• (4) Mr. Gibbons was appointed Vice-President, Sales and Marketing of the Corporation on September 7, 2015 and left the Corporation on June 22, 2018. The position of Vice-President, Sales and Marketing of the Corporation has not been filled since that date.
• (5) Mr. Villeneuve was appointed Chief Financial Officer and Corporate Secretary of the Corporation on June 7, 2017.
• (6) Mr. Belleville is no longer Vice-President, Medical Devices of the Corporation since January 21, 2018 and is now acting as consultant of the Corporation. The position of Vice-President, Medical Devices of the Corporation has not been filled since that date.
• (7) Based on the grant date fair value of stock options under the Plan. Specifically, a Black-Scholes option pricing model was used with the following assumptions determined on the date of the grant.

Grant Dat e	Risk-Free InterestFrom - To	ExpectedAverage LifeFrom - To	Expected VolatilityFrom - to	ExpectedDividend Yield	Fair Value
March 1,2019	1.77% - 1.79%	2 – 5 years	47.56% - 54.90%	0%	$0.3009
August 20,2020	0.25% - 0.30%	2 – 5 years	56.53% - 65.35%	0%	$0.3210

Both the grant date fair value and accounting fair value for option-based awards are calculated using the Black-Scholes option pricing model. However, the share-based compensation expense included in the Corporation's financial statements are accounted for based on vesting terms reflecting the fair value amortized for the period in accordance with IFRS requirements.

• (8) The amounts provided in this column represent the accounting value of long-term incentive compensation by the Corporation in reward of objectives achieved by the Named Executive Officers in respect of the applicable fiscal year, the whole pursuant to the SPSU Plan.
• (9) This amount corresponds to Mr. Gibbons' severance pay pursuant to the termination of his employment with the Corporation.
• (10) Mr. Milinazzo was appointed Executive Chairman of the Board of Directors on March 1, 2019.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth for each Named Executive Officer all awards outstanding as at the end of the fiscal year ended August 31, 2020. This table also includes awards granted before the most recent fiscal year of the Corporation.

		Options-Based Awards		Share-Based Awards
Name	Number ofSecuritiesDate ofUnderlyingGrantUnexercisedPriceOptions($)(#)		OptionExercise	OptionExpiration Date	Value ofUnexercised intheMoneyOptions($)	NumberofSharesor UnitsofSharesthatHaveNotVested(#)	MarketorPayoutValue ofShareBasedAwardsthatHaveNotVested($)	Market orPayoutValue ofVestedShareBasedAwards notPaid out orDistributed($)
AlainMilinazzo	March 1,2019	550,000	0.80	February 29, 2024	-	N/A	N/A	N/A
LouisLaflamme	March 1,2019	750,000	0.80	February 29, 2024	-	N/A	N/A	N/A
GaétanDuplain	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Robin	June 7,2017	350,000	1.33	June 6, 2022	-	N/A	N/A	N/A
Villeneuve	August 20,2020	25,000	0.77	August 19, 2025	250	N/A	N/A	N/A

Value Vested or Earned During the Year

The following table sets forth for each Named Executive Officer the value vested of all awards as well as the value earned during the fiscal year ended August 31, 2020.

Name	Option-Based Awards –Value Vested During theYear($)	Share-Based Awards –Value Vested Duringthe Year($)	Non-Equity Incentive PlanCompensation – ValueEarned During the Year($)
Alan Milinazzo	N/A	N/A	-
Louis Laflamme	N/A	N/A	67,907
Gaétan Duplain	N/A	N/A	53,190
Robin Villeneuve	N/A	N/A	37,470

Employment Contracts and Termination and Change of Control Benefits

Louis Laflamme

An employment agreement was entered into on January 7, 2013 between the Corporation and Mr. Louis Laflamme, President and Chief Executive Officer of the Corporation (the "CEO Agreement"). The CEO Agreement is for an indeterminate term. The CEO Agreement provides that Mr. Laflamme is eligible to an annual bonus of 40% of the base salary granted according to a formula determined annually by the Board of Directors.

The CEO Agreement also provides the following:

• (a) the Corporation may legally and unilaterally terminate the CEO Agreement upon mere notice to Mr. Laflamme, for a just and sufficient cause. In such case, Mr. Laflamme will only be entitled to the payment of his accumulated unpaid salary on the date of termination of his accumulated vacation, to the exclusion of any notice or indemnity;
• (b) the Corporation may also terminate the CEO Agreement without cause. If applicable, Mr. Laflamme will be entitled to a severance payment equal to one year's base salary and no other sum of any kind, except for (i) the salary accrued and unpaid at the date of completion, (ii) vacation accrued and not taken between the end of the last qualifying year and the date of termination of employment, and (iii) claims for reimbursement of expenses incurred by Mr. Laflamme. 50% of the severance pay will be paid upon termination and the other 50% will be paid in thirteen (13) equal installments, every two weeks from the date of termination.

As per the CEO Agreement, Mr. Laflamme must comply with all confidentiality, non-solicitation and non-compete clauses. These clauses will apply for the duration of the employment of Mr. Laflamme and, in the case of the non-compete and non-solicitation clauses, for a period of twelve (12) months following termination of his employment. Mr. Laflamme has also committed, as long as he is employed and thereafter, to maintain the confidentiality of the confidential information.

Robin Villeneuve

An employment agreement was entered into on May 11, 2017 between the Corporation and Mr. Robin Villeneuve, Chief Financial Officer of the Corporation (the "CFO Agreement"). The CFO Agreement is for an indeterminate term. Under the CFO Agreement, Mr. Villeneuve is eligible for a bonus program to be determined by the Board of Directors, which is reviewed annually and can reach 30% of base salary.

The CFO Agreement also provides the following:

• (a) the Corporation may legally and unilaterally terminate the CFO Agreement upon mere notice to Mr. Villeneuve, for a just and sufficient cause. In such case, Mr. Villeneuve will only be entitled to the payment of his accumulated unpaid salary on the date of termination of his accumulated vacation, to the exclusion of any notice or indemnity;
• (b) the Corporation may also terminate the CFO Agreement without cause. If so and provided that Mr. Villeneuve takes all the necessary actions to facilitate his departure and the files transfer, Mr. Villeneuve will be entitled to a severance payment equivalent to a lump sum equal to or greater than (i) twelve (12) months of basic pay if the termination of the employment contract occurs after the first twelve (12) months of the start of the service, and (ii) one (1) month of base pay by year of service completed as of May 11, 2018, the whole conditional to the signature of a release.
• (c) In the event that the Company, within twelve (12) months of a change of control of the Company, terminates the CFO's Contract without cause for termination or substantially changes the duties of the employee, it will pay in case of departure, as severance pay, a lump sum equal to the last twelve (12) months of basic salary.

As per the CFO Agreement, Mr. Villeneuve must comply with all confidentiality, non-solicitation and non-compete clauses. These clauses will apply for the duration of the employment of Mr. Villeneuve and, in the case of the non-compete and non-solicitation clauses, for a period of twelve (12) months following termination of his employment. Mr. Villeneuve has also committed, as long as he is employed and thereafter, to maintain the confidentiality of the confidential information.

Gaétan Duplain

An employment agreement was entered into on August 22, 2003 and an amendment to the employment agreement was entered into on October 2, 2006 between the Corporation and Mr. Gaétan Duplain, president of OpSens Solutions (the "President of Solutions"). The President of Solutions Agreement is for an indeterminate term. The President of Solutions Agreement also provides the following:

• (a) the Corporation may unilaterally terminate the President of Solutions Agreement for cause on the basis of a simple written notice sent to Mr. Duplain, without compensation;
• (b) the Corporation may, at any time, unilaterally terminate the President of Solutions Agreement for any other reason by paying him an indemnity in lieu of notice of termination of employment equal to twelve (12) months' salary.

As per the President of Solutions Agreement, Mr. Duplain must comply with all confidentiality, nonsolicitation and non-compete clauses. These clauses will apply for the duration of the employment of Mr. Duplain and, in the case of the non-compete and non-solicitation clauses, for a period of twenty-four (24) months following termination of his employment. Mr. Duplain has also committed, as long as he is employed and thereafter, to maintain the confidentiality of the confidential information.

DIRECTOR COMPENSATION

Compensation Table

The following table sets out all amounts of compensation paid to the directors during the fiscal year ended August 31, 2020. See the above Table of Compensation concerning the compensation paid to directors that are also Named Executive Officers.

Name	FeesEarned($)	ShareBasedAwards($)	OptionBasedAwards(4)($)	Non-EquityIncentive PlanCompensation($)	PensionValue($)	All OtherCompensation($)	Total($)
DenisHarrington(1)(2)(3)	48,000	N/A	29,610	N/A	N/A	N/A	77,610
Denis M.Sirois(1)(2)(3)	46,300	N/A	8,635	N/A	N/A	N/A	54,935
Jean Lavigueur(1)	46,800	N/A	7,139	N/A	N/A	N/A	53,939
James PatrickMackin(2)(3)	36,000	N/A	7,139	N/A	N/A	N/A	43,139

Notes:

• (1) Member of the Audit Committee.
• (2) Member of the Human Resources and Compensation Committee.
• (3) Member of the Nomination Committee.
• (4) Based on the grant date fair value of stock options under the Plan. Specifically, a Black-Scholes option pricing model was used with the following assumptions determined on the date of the grant.

G rant Dat e	Risk-FreeInterest	ExpectedAverage Life	ExpectedVolatility	ExpectedDividend Yield	Fair Value
January 20,2020	1.67%	2 years	48.37%	0%	$0.2379
April 8, 2020	0.45%	2 years	64.05%	0%	$0.1938

Both the grant date fair value and accounting fair value for option-based awards are calculated using the Black-Scholes option pricing model. However, the share-based compensation expense included in the Corporation's financial statements are accounted for based on vesting terms reflecting the fair value amortized for the period in accordance with IFRS requirements.

The compensation policy described below does not apply to the directors who are or were also employed by the Corporation or who provide or provided services to the Corporation, namely Louis Laflamme, Claude Belleville, Gaétan Duplain and Alan Milinazzo.

The Board of Directors adopted a new director compensation policy for the fiscal year starting September 1, 2019, which is based on the recommendations of the compensation consulting firm Heraxem Inc. The material terms of the Corporation's compensation policy are as follows:

• The directors who were not employed by the Corporation (hereinafter the "Independent Directors") shall receive an annual base fee of $31,000 earned and payable quarterly.
• An additional $ 15,000 amount shall be paid to the Chairman of the Audit Committee, $9,000 shall be paid to the Chairman of the Human Resources and Compensation Committee and $6,500 shall be paid to the Chairman of the Nomination Committee.
• An additional $5,500 shall be paid to the other members of the Audit Committee, $2,500 shall be paid to the other members of the Human Resources and Compensation Committee and $2,500 shall be paid to the other members of the Nomination Committee.

Furthermore, personal expenses incurred by the Independent Directors when in connection with their duties, such as the restaurant, hotel and travelling expenses, shall be reimbursed, upon submitting supporting documents. Also, an allowance for travelling outside the residence country of $800 shall be paid.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth for each director who is not a Named Executive Officer all awards outstanding as at the end of the fiscal year ended August 31, 2020. This table also includes awards granted before the last fiscal year of the Corporation.

		Option-Based Awards	Shares-Based Awards
Name	Date ofGrant	Number ofSecuritiesUnderlyingUnexercisedOptions(#)	OptionExercisePrice($)	OptionExpirationDate	Value ofUnexercisedin-theMoneyOptions($)	NumberofSharesor UnitsofSharesthatHaveNotVested(#)	MarketorPayoutValueofShareBasedAwardsthatHaveNotVested($)	Market orPayoutValue ofVestedShareBasedAwards notPaid out orDistributed($)
	April 18,2016	20,000	1.20	April 17,2021	-	N/A	N/A	N/A
Denis M.Sirois	November15, 2016	100,000	1.55	November14, 2021	-	N/A	N/A	N/A
	January25, 2017	25,000	1.68	January 24,2022	-	N/A	N/A	N/A
	November14, 2017	20,000	1.25	November13, 2022	-	N/A	N/A	N/A
	April 11,2018	25,000	0.84	April 10,2023	-	N/A	N/A	N/A
	April 10,2019	20,000	0.76	April 9,2024	400	N/A	N/A	N/A
	January20, 2020	20,000	0.85	January 19,2025	-	N/A	N/A	N/A
	April 8,2020	20,000	0.55	April 7, 2025	4,600	N/A	N/A	N/A
	April 18,2016	20,000	1.20	April 17,2021	-	N/A	N/A	N/A
	January25, 2017	125,000	1.68	January 24,2022	-	N/A	N/A	N/A
Jean	November14, 2017	20,000	1.25	November13, 2022	-	N/A	N/A	N/A
Lavigueur	April 11,2018	25,000	0.84	April 10,2023	-	N/A	N/A	N/A
	April 10,2019	30,000	0.76	April 9, 2024	600	N/A	N/A	N/A
	January20, 2020	30,000	0.85	January 19,2025	-	N/A	N/A	N/A

		Option-Based Awards	Shares-Based Awards
Name	Date ofGrant	Number ofSecuritiesUnderlyingUnexercisedOptions(#)	OptionExercisePrice($)	OptionExpirationDate	Value ofUnexercisedin-theMoneyOptions($)	NumberofSharesor UnitsofSharesthatHaveNotVested(#)	MarketorPayoutValueofShareBasedAwardsthatHaveNotVested($)	Market orPayoutValue ofVestedShareBasedAwards notPaid out orDistributed($)
DenisHarrington	April 18,2016	20,000	1.20	April 17,2021	-	N/A	N/A	N/A
	January25, 2017	25,000	1.68	January 24,2022	-	N/A	N/A	N/A
	April 11,2018	25,000	0.84	April 10,2023	-	N/A	N/A	N/A
	April 10,2019	30,000	0.76	April 9, 2024	600	N/A	N/A	N/A
	January20, 2020	100,000	0.85	January 19,2025	-	N/A	N/A	N/A
	April 8,2020	30,000	0.55	April 7, 2025	6,900	N/A	N/A	N/A
JamesPatrickMackin	September7, 2016	100,000	1.50	September6, 2021	-	N/A	N/A	N/A
	January25, 2017	25,000	1.68	January 24,2022	-	N/A	N/A	N/A
	April 11,2018	25,000	0.84	April 10,2023	-	N/A	N/A	N/A
	April 10,2019	30,000	0.76	April 9, 2024	600	N/A	N/A	N/A
	January20, 2020	30,000	0.85	January 19,2025	-	N/A	N/A	N/A

Value Vested or Earned During the Year

The following table sets forth for each director who is not a Named Executive Officer the value vested of all awards as well as the value earned during the fiscal year ended August 31, 2020.

Name	Option-Based Awards –Value Vested During theYear($)	Share-Based Awards –Value Vested During theYear($)	Non-Equity Incentive PlanCompensation – ValueEarned During the Year($)
Denis M. Sirois	8,365	N/A	N/A
Jean Lavigueur	7,139	N/A	N/A
Denis Harrington	29,610	N/A	N/A
James PatrickMackin	7,139	N/A	N/A

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only compensation plan of the Corporation under which securities are currently authorized for issuance is the Plan. The following table summarizes information relating to the common shares reserved for issuance under the Plan as of August 31, 2020.

Equity Compensation Plan Information
Plan Category	Number of Securitiesto be Issued uponExercise ofOutstanding Options,Warrants and Rights(a)		Number of SecuritiesRemaining Available forFuture Issuance UnderEquity Compensation Plans(Excluding SecuritiesReflected in Column (a))(c)
Equity Compensation PlansApproved by Securityholders	6,596,375	1.01	2,431,656(1)
Equity Compensation PlansNot Approved bySecurityholders	N/A	N/A	N/A
Total	6,596,375	1.01	2,431,656(1)

Note:

Plan Description

The following describes the material terms of the Plan.

The Board of Directors may grant stock options to (a) an employee, officer or director of the Corporation or any subsidiary thereof, and (b) a consultant (the "Eligible Participants"). The Plan has been prepared so as to meet the requirements of the Toronto Stock Exchange ("TSX").

The purpose of the Plan, considered as a rolling stock option plan, is to provide the Corporation with a share-based mechanism to attract, motivate and retain Eligible Participants whose skills, performance and loyalty to the Corporation or any of its subsidiaries are necessary to its success, image, reputation or activities.

For the purposes of the Plan description, capitalized terms used hereinafter that are not otherwise defined shall have the meanings ascribed thereto in Schedule 1 of the Plan.

The material terms of the Plan are as follows:

• 1. From time to time, 10% of the number of outstanding shares of the Corporation is reserved for the issuance of Stock Options under the Plan.
• 1. The number of Shares that may be issued to Insiders, within any one-year period, and issuable to Insiders, at any time, under the Plan, or when combined with all of the Corporation's other security based compensation arrangements may not exceed 10% of the total Shares issued and outstanding on a non-diluted basis, respectively.
• 1. No stock option may be granted to an eligible participant (and to any corporations that are wholly owned by that person) if the shares reserved for issuance with respect to such grant and the stock options already granted exceed in a 12-month period 5% of all the issued and outstanding shares, calculated at the date of grant of such stock options unless the Corporation has obtained the requisite disinterested shareholder approval in connection thereto.

(1) This number is dated as at August 31, 2020. However, this number will vary with time since the Plan provides that 10% of the number of outstanding common shares of the Corporation is reserved for the issuance of stock options.

• 1. The Board of Directors may, in its sole discretion, determine those Eligible Participants to whom Stock Options are to be granted and the number of Shares in respect of which each Stock Option may be exercised and shall grant Stock Options in accordance with such determination.
• 1. Subject to the provisions of the Plan, the Expiry Date of a Stock Option corresponds to the tenth anniversary of the Date of Grant, unless a shorter period of time is otherwise fixed by the Board of Directors at the time the particular Stock Option is granted and set forth in the Notice of Grant.
• 1. The Expiry Date of any Stock Options that expires during a blackout period or within ten (10) days following the end of such period, as set forth under the Corporation's internal policies, as amended from time to time, will be extended for a period of ten (10) Business Days following the end of such blackout period.
• 1. The Expiry Date of a Stock Option held by an Optionholder that has become vested prior to his or her death shall be the earlier of:
  • (i) the Expiry Date shown on the relevant Notice of Grant; or
  • (ii) the 1st anniversary of his or her death.
• 1. Should a person performing investor relations activities cease to be an Eligible Participant for any reason other than death (such as by reason of disability, resignation, dismissal or termination of contract), then the Expiry Date of their Stock Options acquired at the latest of the date such person ceases to be an Eligible Participant (the "Date of Termination of Investor Relations Services"), shall be the earlier of:
  • (i) the Expiry Date shown on the relevant Notice of Grant; or
  • (ii) the date that is 30 days following the Date of Termination of Investor Relations Services.
• 1. If a person ceases to be an Eligible Participant for any other reason than his or her death or termination of the provision of investor relations (such as due to disability, resignation or dismissal), then the Expiry Date of Stock Options acquired at the latest on the date the person ceased to be an Eligible Participant (the "Termination Date") corresponds to whichever of the following comes first:
  • (i) the Expiry Date shown on the relevant Notice of Grant; or
  • (ii) the date that is 90 days following the Termination Date.
• 1. Notwithstanding anything to the contrary in the provisions of the Plan, if an Eligible Participant who is an Employee of the Corporation, or any of its subsidiaries, is terminated for cause (serious reason, as referenced in Section 2094 of the Civil Code of Québec), all Stock Options held by such Eligible Participant shall immediately terminate and become null, void and of no effect on the date on which the Corporation, or any of its subsidiaries, gives a notice of termination for cause to such Eligible Participant.
• 1. The Vesting Dates of the Stock Options shall correspond to the vesting periods determined by the Board of Directors at the time of grant of such Stock Options, as set out in the Notice of Grant.
• 1. The Exercise Price of the shares underlying such Stock Options shall not be less than the market price of the Shares at the closing of the Exchange on the exchange day immediately preceding the Date of Grant, or if no shares were negotiated on this day, the arithmetic average of the last bid and ask prices of the Shares on the Exchange.
• 1. Upon the announcement of any event characterized as a Change of Control, the Corporation shall have the discretion, without the need for the agreement of any Optionholder, to accelerate the Vesting Dates and/or the Expiry Dates of all outstanding Stock Options. The Corporation may accelerate one or more Optionholder's Expiry Dates without accelerating Vesting Date and/or Expiry Dates of all outstanding Stock Options and may accelerate the Vesting Dates and/or the Expiry Dates of only a portion of an Optionholder's Stock Options.
• 1. The Plan provides for an adjustment to the number of Stock Options granted if a stock dividend is paid on the Shares or if the Shares are consolidated, subdivided, converted, exchanged or reclassified or in any way substituted for by securities or assets of the Corporation or of any other corporation.
• 1. Stock Options (and any rights thereunder) shall not be assignable or transferable otherwise than by will or pursuant to the laws of succession and the Stock Options may be exercised only by the recipient of the survivor or its representatives within the first year following the Optionholder's death.
• 1. Approval by the Board of Directors, shareholders, the Exchange and, as applicable, regulatory authorities will be required to make the following amendments to the Plan and to the Stock Options granted under the Plan:
  • (i) any amendment to the number of securities issuable under the Plan including an increase in the Insider participation limits as well as an increase to fix the maximum number of securities or the replacement of the maximum number of securities by a maximum percentage;
  • (ii) the change regarding Eligible Participants under the Plan that might serve to broaden or increase Insider participation;
  • (iii) the addition of a provision that would allow the transfer or assignment of a Stock Option;
  • (iv) the addition of a cashless exercise Stock Option feature, payable in cash or securities, provided that the wording does not stipulate that the total number of underlying securities will be deducted from the number of securities reserved under the Plan;
  • (v) the addition of a provision regarding share units or any other mechanism or procedure where employees receive securities but the Corporation does not receive any cash consideration;
  • (vi) any reduction of the Exercise Price of any Share underlying any Stock Option, any cancellation of a Stock Option and the substitution of a Stock Option by a new Stock Option with reduced Exercise Price;
  • (vii) any extension of the Expiry Date of a Stock Option beyond its original Expiry Date (subject to the extension of the Expiry Date further to a blackout period);
  • (viii) any amendment to the method of determining the Exercise Price for each share underlying any Stock Option granted under the Plan;
  • (ix) any amendment to the amendment provisions in a manner to increase the capacity of the Board of Directors to amend the Plan without shareholder approval; and
  • (x) the addition of any form of financial assistance that the Corporation may grant to Eligible Participants under the Plan to enable them to subscribe for Shares following the exercise of Stock Options.
• 1. The Board of Directors may, at its sole discretion, through a resolution and without shareholder approval, subject to receipt of approval from the Exchange and, as applicable, regulatory authorities make all other amendments to the Plan and to the Stock Options granted under the Plan that are not set out in the preceding section, in particular, without limiting the generality of the foregoing, the following:

• (i) any amendment of a housekeeping nature or an amendment intended to clarify the provisions of the Plan;

• (ii) any amendment to the provisions governing a Stock Option or the Plan relating to the vesting period;

• (iii) a change to the termination provisions of a Stock Option or the repeal of the Plan that does not entail an extension beyond the original Expiry date;

• (iv) any change in the number of securities issuable under the Plan and any amendment to the Exercise Price or to the number of Shares under any unexercised Stock Option further to a split, consolidation, reclassification, declaration of dividends in shares or any other amendment regarding the Shares; and

• (v) the termination of the Plan.

In accordance with the Plan, the Corporation may grant options to purchase a maximum number of the Corporation's common shares corresponding to 10% of the number of outstanding common shares of the Corporation's share capital from time to time. As of August 31, 2020, 9,028,031 common shares represented 10% of the outstanding common shares of the Corporation's share capital.

As of August 31, 2020, there were 6,596,375 common shares issuable upon the exercise of outstanding stock options, representing approximately 7.31% of the issued and outstanding common shares of the Corporation.

As of August 31, 2020, there were 2,431,656 common shares available for grant under the Plan, representing approximately 2.69% of the issued and outstanding common shares of the Corporation.

The table below summarizes the burn rates in connection with the Corporation's Plan during the fiscal years ended August 31, 2018, 2019 and 2020.

	2020	2019	2018
Burn rate(1)	1.6%	3.1%	2.6%

Note:

(1) Burn rate represents: (total stock options granted during the applicable fiscal year) ÷ (average of total common shares issued and outstanding for the applicable fiscal year).

During the year ended August 31, 2020, 1,400,000 stock options were granted, 100,000 stock options were exercised, 467,875 stock options expired, and 1,239,750 stock options were cancelled due to the departure of certain employees.

The shareholders approved the Plan at the annual general and special meeting of the Corporation held on January 21, 2020.

PERFORMANCE GRAPH

The following chart compares the cumulative total return on a $100 investment in common shares of the Corporation made on March 1, 2017, the date on which the Corporation's common shares started to trade on the Exchange, to the cumulative total return on the S&P/TSX Composite Index until August 31, 2020.

The trend in cumulative total shareholder return shown in the above graph does not directly correlate to the total compensation paid to the Named Executive Officers during the same period. The factors considered by the Human Resources and Compensation Committee and by the Board of Directors in determining compensation matters, such as the amount of compensation generally paid by similarly situated companies to their executive officers with similar roles and responsibilities, the Named Executive Officers' performance, the roles and responsibilities of the Named Executive Officers, and the individual experience and skills of, and expected contributions from the Named Executive Officers, may not be significantly affected by the market price of the Corporation's common shares.

Total shareholder return decreased by approximately 47% between March 1, 2017 and August 31, 2020. The trend in cumulative total shareholder return shown in the above graph is not following the cumulative return on the S&P/TSX Composite Index. Following the listing of the Corporation's common shares on the TSX, the general development of the Corporation was below financial market expectations. Shareholder return realized on the Corporation's common shares is affected by a number of factors, including the Corporation's performance and general market and economic conditions, many of which are beyond the control of the Corporation and the Named Executive Officers. Some of these risks are discussed under the "Risk Factors" section of the Corporation's Annual Information Form dated November 18, 2020, accessible through SEDAR at www.sedar.com.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date of the Circular, no one who is or has ever been executive officer, director, proposed nominee for election as a director, and each associate of any such persons, or employee, former or present, of the Corporation or OpSens Solutions was indebted to the Corporation or OpSens Solutions or to another entity where the indebtedness was subject to a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or OpSens Solutions.

CORPORATE GOVERNANCE

GENERAL COMMENT

The information on the Corporation's corporate governance provided hereinafter is required under Regulation 58-101 respecting Disclosure of Corporate Governance Practices and the TSX Company Manual and is provided as at the date of the Circular.

During the fiscal year ending August 31, 2020, the following policies charter, code and guideline were into effect in order to facilitate and oversee the governance of the Corporation: the Insider Trading Policy; the Whistleblower Policy; the Code of Business Conduct (the "Code") (for more information please see section "Corporate Governance – Ethical Business Conduct" below); the Board of Directors Charter (for more please see section "Corporate Governance – Board Mandate" below) (the "Board Charter"); the Corporate Governance Guidelines (the "Governance Guidelines") and the Committee Chair Mandate (the "Committee Chair Mandate"). All policies, charter and guideline were approved or adopted by the Board of Directors and the Audit Committee, if applicable, on July 11, 2018. The Code was approved or adopted by the Board of Directors and the Audit Committee, if applicable, on May 8, 2016. Such documents are identifiable and accessible from the Corporation's home page under "Governance": www.opsens.com.

BOARD OF DIRECTORS

The Board of Directors is currently comprised of seven (7) directors, four (4) of which are independent. As a result, the majority of the directors of the Corporation are independent.

Pursuant to Regulation 52-110, an independent director is one who is free from any direct or indirect relationship which could, in the view of the Board of Directors, be reasonably expected to interfere with the exercise of a director's independent judgment.

The following table indicates the status of each director in terms of independence as at the date of this Circular.

		Status
Name	Independent	NonIndependent	Reason for Non-Independence
Gaétan Duplain		√	Gaétan Duplain, President of OpSensSolutions is not an independent directorwithin the meaning of Regulation 52-110because he isan executive officer ofOpSensSolutions, a subsidiary of theCorporation.
Denis Harrington	√		-
Louis Laflamme		√	LouisLaflamme,PresidentandChiefExecutive Officer of the Corporation is notan independent director within the meaningof Regulation 52-110 because he is anexecutive officer of the Corporation.
Jean Lavigueur	√		-
Denis M. Sirois	√		-
James Patrick Mackin	√		-
Alan Milinazzo		√	Alan Milinazzo, Executive Chairman of theBoard of Directors is not an independentdirector within the meaning of Regulation52-110 because he is an executive officer ofthe Corporation.
Total	4	3

The independent directors do not hold regular meetings without the presence of non-independent directors and members of management. In order to promote free discussion between the independent directors, at any time, any director may request that a meeting of the Board of Directors or any Board of Directors committee be held without management or non-independent directors present or that all or some representatives of management. The agenda for each Board of Directors meeting shall provide for a period of discussion between Board of Directors members in the absence of any members of management or non-independent directors.

On the date hereof, Alan Milinazzo holds the office of Executive Chairman and is not an independent director of the Corporation.

As set forth in the Governance Guidelines, the Corporation has implemented adequate structures and processes which permit the Board of Directors to provide leadership to the independent directors of the Corporation and to allow the Board of Directors to function independently of the management of the Corporation. Mr. Milinazzo, as Executive President of the Corporation, supports and promotes leadership independent of the Board of Directors as regards the governance of the Corporation, in particular by ensuring that the Board of Directors is composed of a majority of independent directors.

Attendance Record

The following table summarizes the attendance of individual directors at meetings of the Board of Directors and its committees held during the fiscal year ended August 31, 2020. Directors are expected to attend all meetings and each director generally attends all meetings, subject to occasional scheduling conflicts.

Director	Board ofDirectors(14 meetings)		Audit Committee(four meetings)		HumanResources andCompensationCommittee(one meeting)		NominationCommittee(one meeting)		TotalAttendance
	Number	%	Number	%	Number	%	Number	%	Number	%
GaétanDuplain	14	100	-	-	-	-	-	-	14/14	100
DenisHarrington	14	100	4	100	1(Presidentof thecommittee)	100	1	100	20/20	100
LouisLaflamme	14	100	-	-	-	-	-	-	14/14	100
JeanLavigueur	14	100	4(Presidentof thecommittee)	100	-	-	-	-	18/18	100
Denis M.Sirois	13	93	4	100	1	100	1(Presidentof thecommittee)	100	19/20	95
James PatrickMackin	12	86	-	-	1	100	1	100	14/16	88
Alan Milinazzo	14(ExecutiveChairmanof theBoard ofDirectors)	100	-	-	-	-	-	-	14/14	100

Directorship of Other Reporting Issuers

The following directors are currently directors of other issuers that are also reporting issuers (or the equivalent) in a jurisdiction in Canada or in a foreign jurisdiction:

Name of Director	Issuer
James Patrick Mackin	CryoLife, Inc.Wright Medical Group N.V.
Alan Milinazzo	Flexion Therapeutics, Inc.Cas Medical Systems, Inc.

BOARD MANDATE

The Board of Directors is responsible for the stewardship of the Corporation including responsibility for satisfying itself as to the integrity of the President and Chief Executive Officer and other executive officers and that the President and Chief Executive Officer and other executive officers create a culture of integrity throughout the Corporation. The primary responsibility of the Board of Directors is to supervise the management of the Corporation to foster the long-term success of the Corporation consistent with the Board of Directors' responsibility to the shareholders to maximize shareholder value. The Board of Directors has plenary power. Any responsibility not delegated to management or a committee of the Board of Directors remains with the Board of Directors.

The Board of Directors' written mandate is provided in the Board Charter and in the Governance Guidelines. The Board of Directors shall assess the adequacy of such charter annually and shall make any changes deemed necessary or appropriate.

POSITION DESCRIPTIONS

The Board of Directors has developed written position descriptions for the Chair of the Board of Directors provided in the Board Charter and in the Governance Guidelines, and the chair of each board committee provided in the Committee Chair Mandate. Currently, there is no written position description for the Corporation's Executive Chairman.

Currently, there is no detailed written description for the position of President and Chief Executive Officer of the Corporation. In a nutshell, the Board of Directors considers that his role and responsibilities are to ensure that the Corporation's strategic direction is followed, the business of the Corporation is properly conducted, and adequate leadership is exercised throughout the organization.

ORIENTATION AND CONTINUING EDUCATION

As set forth in the Board Charter, all new directors should understand the role of the Board of Directors, its committees and directors and the nature and operation of the Corporation's business and as such, management will provide new directors with a general information record on the Corporation, the opportunity to meet with Executive Management and operational personnel and the opportunity to visit the Corporation's facilities.

New directors shall be provided with an orientation that includes: (i) written information about the business and operations of the Corporation; (ii) documents from recent Board of Directors' meetings; and (iii) opportunities for meetings and discussion with senior management and other directors. The details of the orientation of each new director shall be tailored to that director's individual needs and areas of interest, as set forth in the Governance Guidelines.

The Board Charter provides that the Board of Directors shall undertake or arrange for such continuing director education activities and programs as it deems advisable in order to maintain or enhance their skills and abilities as directors, as well as to ensure that their knowledge and understanding of the Corporation's business remains current.

ETHICAL BUSINESS CONDUCT

The Board of Directors adopted the Code which is intended to demonstrate the leadership and the sense of responsibility of the Corporation toward individuals directly or indirectly affected by the Corporation's policies. The Code summarizes the guiding principles in the everyday management of the Corporation. The Code contains general guidelines that determine the legal, moral and ethical behaviours.

The Code is designed to provide the Corporation's directors, managers, and employees with a clear and comprehensive vision of the behaviour they are expected to adopt in everything they do as representatives of the Corporation.

As soon as practicable, each employee, director, and management representative has to complete the Acknowledgment Form provided at the end of the Code confirming that such employee, director, or management representative acknowledges that he has received a copy of the Code, has read it and agrees to comply with the Code.

As set forth in the Code, employees, directors, and management representatives shall avoid true or seeming conflicts of interest as well as they should avoid any conduct detrimental to the Corporation and/or to its reputation. Such conflicts exist when employees, directors, and management representatives favour their personal interest over the Corporation's or their clients', or when a situation ensues from personal activities, or from the employees, directors, and management representatives' business relations and which may have unfavorable effects on their appreciation of the execution of their functions for the Corporation. For this reason, the Corporation set out guidelines in the Code on specific matters such as business relations, financial interests, gift and favors, personal use, business relations with the Corporation, non-competition and confidentiality to prevent such conflict of interest.

The Board of Directors also adopted the Governance Guidelines in which specific conflict of interest provision were adopted. As set forth in the Governance Guidelines, prior to the beginning of his or her service on the Board of Directors, and thereafter upon the request of the Chair of the Board of Directors or of the Secretary, every director shall disclose to the Secretary all potential conflicts of interest so that a course of action can be determined to resolve any such conflicts before any interest of the Corporation is jeopardized. If a director undertakes any new interests or relationships not previously disclosed, the director shall immediately inform the Secretary of this change in potential conflicts of interest.

If the Board of Directors, or a committee of the Board of Directors, is deliberating on a matter that may affect a director's interests or relationships outside the Corporation, the director shall disclose such interests or relationships to the Chair of the Board of Directors prior to discussion or vote on the matter, so that consideration can be given in the director's absence from discussion and voting or other recusal.

NOMINATION OF DIRECTORS

As set forth in the in the Board Charter, prior to nominating or appointing individuals as directors, the Board of Directors shall:

• together with the Chair of the Board of Directors, monitor the size and composition of the Board of Directors and its committees to ensure effective decision-making;
• consider the appropriate skills and competencies required of the Board of Directors as a whole, taking into consideration the Board of Directors' short-term needs and long-term succession plans and assess what competencies and skills each existing director possesses; and
• develop, and annually update, a long-term plan for the Board of Directors' composition that takes into consideration the characteristics of independence, age, skills, experience and availability of service to the Corporation of its members, as well as the opportunities, risks and strategic direction of the Corporation.

The Board of Directors has the final say as to which nominees are nominated for election by the shareholders.

The Nomination Committee has three (3) members, all of which are independent.

Pursuant to the Governance Guidelines, the responsibilities of the Nomination Committee are the following:

• The Nomination Committee is responsible for compiling names of potential nominees, screening their qualifications against the skill and experience needs of the Board of Directors, considering long-term succession plans, and making recommendations to the Board of Directors;
• The Nomination Committee shall review and consider all candidates identified by shareholders as potential nominees for the Board of Directors; and
• Nominees for directors are initially considered and recommended by the Nomination Committee, approved by the entire Board of Directors, and elected annually by the shareholders of the Corporation.

The Nomination Committee has an important recommendation role for the Board of Directors on matters such as management, human resources and evaluation of the Board of Directors as described in the Board Charter.

COMPENSATION

The Board of Directors determines the compensation of the Corporation's directors and officers by obtaining the recommendations of the Human Resources and Compensation Committee. Moreover, the Corporation mandated the external firm Hexarem Inc. in order to complete a target total direct compensation review for certain executive positions.

The Human Resources and Compensation Committee has three (3) members, all of which are independent. The Human Resources and Compensation Committee has an important recommendation role for the Board of Directors on matters such as the evaluation of the President and Chief Executive Officer, the management and the directors of the Corporation and the evaluation of their compensation, as described in the Board Charter.

For details regarding the process of determining compensation paid to Named Executive Officers of the Corporation, including the Chief Executive Officer, see "Compensation of Certain Executive Officers and Directors – Compensation of Certain Executives – Compensation Discussion and Analysis" of the Circular.

For details regarding the process of determining compensation paid to directors of the Corporation, see "Compensation of Certain Executive Officers and Directors – Director Compensation – Director Compensation Table".

See also "Ethical Business Conduct" section of the Circular.

OTHER BOARD COMMITTEES

Besides the Audit Committee, the Human Resources and Compensation Committee and the Nomination Committee, the Board of Directors does not have other standing committees.

Committee	Directors
Audit Committee	Jean Lavigueur (Chairman)Denis HarringtonDenis M. Sirois
Human Resources and CompensationCommittee	Denis Harrington (Chairman)Denis M. SiroisJames Patrick Mackin
Nomination Committee	Denis M. Sirois (Chairman)Denis HarringtonJames Patrick Mackin

ASSESSMENTS

Management Evaluation and Compensation

As set forth in the Governance Guideline, the Board of Directors ensures that senior executives are fairly and competitively compensated and that a large portion of their compensation is performance based.

Through the Human Resources and Compensation Committee, the Board of Directors strives to link management compensation to meaningful and measurable performance targets. The granting of options or performance units shall be limited and shall have vesting periods.

Evaluation of the President and Chief Executive Officer

The Board of Directors shall also conduct an annual performance evaluation of the President and Chief Executive Officer taking into accounts the views and recommendations of the Human Resources and Compensation Committee.

Evaluation of the Board of Directors

As set forth in the Board Charter, regularly, the Board of Directors and its members will assess the effectiveness of the Board of Directors and its committees, including the operation of the Board of Directors, the Board of Directors structure, the adequacy of information provided to directors and the effectiveness of the Chair in managing the meetings of the Board of Directors and the strategic direction of the Corporation. Such assessments shall consider the charter of the Board of Directors and its committees.

The Board or the Nomination Committee shall also assess, on a regular basis, the performance and contribution of each director on a variety of topics including, strategic insight, participation and accountability, in order to provide them with constructive feedback to help them improve their performance. In making its assessment, the Board of Directors or the Nomination Committee shall consider the applicable position description, as well as the competencies and skills each individual director is expected to bring to the Board of Directors. The Board of Directors or the Nomination Committee will share with the committees responsible for corporate behaviour and governance matters the results of this evaluation and discussion.

DIRECTOR TERM LIMITS AND OTHER MECHANISMS OF BOARD RENEWAL

The Corporation does not have term limit and a retirement policy for directors. The Board of Directors believes that imposing a term limit or an arbitrary retirement age would discount the value of experience and continuity of board service and may unnecessarily deprive the Corporation of the contribution of directors who have developed a deep knowledge of the Corporation over time.

Even though director term limits may provide opportunities to enhance diversity, the Board of Directors believes that renewal should be driven by results of director evaluations to ensure that the Board of Directors is functioning efficiently.

REPRESENTATION OF WOMEN

The Board of Directors encourages diversity on the Board of Directors. For the time being, the Corporation has not deemed necessary to adopt a formal written policy on seeking and selecting candidates for the positions of directors and setting targets in this regard. The Board of Directors considers above all, candidate's qualifications and competencies to create as much value as possible for the Corporation. Despite recent efforts, for the fiscal year ended August 31, 2020, there were no women on the Board of Directors of the Corporation (0%).

In 2020, the Board of Directors initiated a process to bring more diversity to its team. A group of talent was identified. However, restrictions brought on by the COVID-19 pandemic, particularly the challenges related to travelling and meeting in person, have motivated the Board of Directors to temporarily put this project on hold. The Board of Directors expects to complete this process in 2021.

For senior management, the Board of Directors considers representation by women when making executive officer appointments but has not set a target in this regard. The Board of Directors considers above all each candidate's qualifications and competencies in order to create as much value as possible for the Corporation. Despite recent efforts, for the fiscal year ended August 31, 2020, there were no women among the members of senior management (0%).

DIVERSITY

On January 1st, 2020, amendments to the Canada Business Corporations Act entered into force requiring new disclosure of the number of: (i) women; (ii) Aboriginal peoples; (iii) people with disabilities; and (iv) members of visible minorities (collectively, the "Designated Groups") on the Board of Directors and in senior management positions with the Corporation.

The Corporation recognizes the benefits of diversity within its Board of Directors, at the senior management level and all levels of the organization. Due to its size, industry sector and the number of Board of Directors members and management, the Corporation has not adopted a formal written policy on the search for and selection of members of Designated Groups as directors or members of senior management. The Corporation does not believe that a formal policy would enhance the representation of Designated Groups on the Board of Directors beyond the current recruitment and selection process.

The Corporation evaluates the necessary competencies, skills, experience and other qualifications of each candidate as a whole and considers the representation of Designated Groups as one of many factors in the recruitment and selection of candidates for Board of Directors and senior management positions.

The Corporation recognizes the value of individuals with diverse attributes on the Board of Directors and in senior management positions. However, the Board of Directors has not adopted formal targets regarding members of Designated Groups being represented on the Board of Directors or holding senior management positions. The representation of Designated Groups is one of many factors considered in the overall recruitment and selection process in respect of Board of Directors and senior management positions at the Corporation. The Board of Directors does not believe that formal targets would enhance the representation of Designated Groups on the board or in senior management positions beyond the current recruitment and selection process.

Currently, there is no member of the Designated Groups on the Board of Directors (0%) and on the senior management team of the Corporation (0%).

The Board of Directors has not adopted a formal policy relating to term limits for directors. The Board of Directors strives to be constituted to achieve a balance between experience and the need for renewal and fresh perspective. The Board of Directors does not believe such policy is appropriate given the Corporation's size and stage of development. The Board of Directors is of the opinion that term limits may disadvantage the Corporation through the loss of beneficial contributions from its directors.

AUDIT COMMITTEE

Audit Committee information is reproduced under section 11 of the Corporation's Annual Information Form dated November 18, 2020, which is incorporated herein by reference. A copy of this document is available on SEDAR at www.sedar.com and, upon request, a copy may be obtained free of charge to a shareholder of the Corporation.

OTHER INFORMATION

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of the Corporation, with the exception of what is disclosed herein and in the Corporation's annual consolidated financial statements for the fiscal year ended August 31, 2020, no informed person of the Corporation, no proposed director of the Corporation, and no associate of affiliate of any informed person or proposed director of the Corporation has any direct or indirect interest in any transaction since the commencement of the Corporation's most recently completed fiscal year or in any proposed transaction which has materially affected or would materially affect the Corporation or OpSens Solutions.

OTHER ISSUES TO BE CONSIDERED AT THE MEETING

As of the date of the Circular, the Corporation's directors have no knowledge of any amendment to the items listed in the Notice nor of any other item that may be brought before the Meeting in due form. The enclosed proxy form provides discretionary power to the persons who are named as proxyholders about any modification to the items listed in the Notice and of any other item that may be brought before the Meeting in due form.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com.

The financial information concerning the Corporation is provided in the Corporation's comparative annual consolidated financial statements and MD&A for the fiscal year ended August 31, 2020. Shareholders requesting a copy of the Corporation's annual consolidated financial statements and MD&A may do so as follows:

By telephone:	(418) 781-0333 ext. 3002
By fax:	(418) 781-0024
By e-mail:	robin.villeneuve@opsens.com
By mail:	OpSens Inc.750, boulevard du Parc-TechnologiqueQuébec, Québec G1P 4S3Attention: Mr. Robin Villeneuve

SHAREHOLDER PROPOSALS FOR THE ANNUAL MEETING TO BE HELD FOR THE FISCAL YEAR ENDED AUGUST 31, 2021

A registered holder or Beneficial Owner of common shares that are entitled to be voted at the annual meeting of shareholders to be held for the fiscal year ended August 31, 2021 and who wish, subject, among others, to the conditions outlined hereinafter, to submit proposals regarding any matter to be dealt with at such meeting must do so at the latest on September 8, 2021.

To be eligible to submit a proposal for the purposes of such meeting, a person must be, for at least a six-month (6) period immediately before the day on which the shareholder submits the proposal, the registered holder or the Beneficial Owner of at least a number of voting shares:

• (i) that is equal to 1% of the total number of the outstanding voting shares of the Corporation, as of the day on which the shareholder submits a proposal; or
• (ii) whose fair market value, as determined at the close of business on the day before the shareholder submits the proposal to the Corporation, is at least $2,000.

APPROVAL OF DIRECTORS

The Board of Directors has approved the content and mailing of the Circular.

December 7, 2020

(s) Louis Laflamme

Louis Laflamme, CPA, CA President and Chief Executive Officer