Photon Control Inc. — AGM Information 2021

Jun 1, 2021

PHOTON CONTROL INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SECURITYHOLDERS

NOTICE IS HEREBY GIVEN that an annual general meeting of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of Photon Control Inc. (“ Photon ” or the “ Company ”) and a special meeting of the Shareholders and holders of options (the “ Options ”) of the Company (the “ Meeting ”) will be held virtually at https://web.lumiagm.com/264239665 on June 29, 2021 at 9:00 a.m. (Pacific time), subject to any adjournment(s) or postponement(s) thereof. Registered Shareholders, holders of Options and duly appointed proxyholders will be able to participate at the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet and comply with all of the requirements set out in the Circular. Non-registered (or beneficial) Shareholders who have not duly appointed themselves as proxyholder will not be able to participate and vote at the Meeting. All Securityholders, including those who have voted in advance or have duly appointed a proxyholder to vote at the Meeting, may attend the Meeting by accessing the link https://web.lumiagm.com/264239665 and joining as a guest. Guests will not be able to vote, ask questions or otherwise participate at the Meeting.

At the Meeting, the financial statements of the Company for the year ended December 31, 2020 and the report of the auditor thereon will be placed before the Meeting, and the Shareholders will be asked to vote on the following:

1. to elect the directors of the Company to hold office until their successors are elected or appointed;

2. to re-appoint the Company’s auditor, KPMG LLP, for the ensuing year and to authorize the directors to fix the remuneration to be paid to the Company’s auditor;

3. to consider pursuant to an interim order of the Supreme Court of British Columbia dated May 25, 2021 (the “ Interim Order ”) and, if thought fit, pass, with or without amendment, a special resolution (the “ Arrangement Resolution ”) approving an arrangement involving the Company and 1302998 B.C. Ltd., an indirect, wholly-owned subsidiary of MKS Instruments, Inc., (the “ Arrangement ”) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “ BCBCA ”), the full text of which resolution is set forth in Appendix “A” to the Circular; and

4. to transact such further or other business as may properly come before the Meeting.

At the Meeting, Shareholders and holders of Options (on an “as-converted basis”), voting together as a single class will be asked to vote on the following:

1. to consider pursuant to the Interim Order and, if thought fit, pass, with or without amendment, the Arrangement Resolution approving the Arrangement under Division 5 of Part 9 of the BCBCA , the full text of which resolution is set forth in Appendix “A” to the Circular.

For the purposes of this notice, “as-converted basis” means, in respect of Options, the number of Shares for which the Options are exercisable.

Accompanying this notice is the Circular, a form of proxy or a voting instruction form, and a letter of transmittal. The accompanying Circular provides information relating to the matters to be addressed at the Meeting, including the Arrangement, and is incorporated into this notice.

Shareholders who are registered holders of Shares (“ Registered Shareholders ”) and holders of Options are entitled to vote at the Meeting online, in advance of the Meeting by telephone or internet, or by proxy. Shareholders who are not Registered Shareholders (“ Non-Registered Shareholders ”) should carefully follow the instructions of their intermediaries (see “ General Proxy Information – Non-Registered Shareholders ”). The board of directors of the Company has set the close of business on May 25, 2021, as the record date for determining the Securityholders who are entitled to receive notice of, and to vote at, the Meeting. All Securityholders may attend the Meeting as a guest,

however, only those Securityholders shown on the relevant Securityholder register at the close of business on that date, or their proxyholders, will be entitled to participate at the Meeting and vote on the Arrangement Resolution.

In order to vote by proxy, Registered Shareholders must fill out the BLUE form of proxy and holders of Options must fill out the YELLOW form of proxy. If you are both a Registered Shareholder and a holder of Options and are voting by proxy, you must fill out BOTH the BLUE and the YELLOW forms of proxy to ensure your vote is properly counted.

Registered Shareholders and holders of Options who are unable to attend the virtual Meeting are encouraged to read, complete, sign, date and return the applicable enclosed form(s) of proxy in accordance with the instructions set out therein and in the Circular. In order to be valid for use at the Meeting, proxies must be received by our transfer agent at its mailing address of Computershare Investor Services Inc., 100 University Avenue, 8[th] Floor, Toronto, Ontario M5J 2Y1, Attention: Proxy Department, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting or any adjournment or postponement thereof. The time limit for deposit of proxies may be waived or extended by the Chairperson of the Meeting at his or her discretion, without notice.

Registered Shareholders, holders of Options, and the duly appointed proxyholders of Registered Shareholders, NonRegistered Shareholders and holders of Options, will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/264239665. A Shareholder or holder of Options who wishes to appoint a person other than the management nominees identified on the applicable form(s) of proxy or voting instruction form (“ VIF ”), as applicable, to represent him, her or it at the Meeting may do so by indicating your name or the name of your proxyholder, as applicable, in the VIF or proxy form, and following the instructions for submitting such form of proxy or VIF, as applicable. This must be completed prior to registering such proxyholder, which is an additional step to be completed once you have submitted your applicable form(s) of proxy or VIF. If you wish that a person other than the management nominees identified on the applicable form(s) of proxy or VIF participate at the Meeting as your proxy and vote your Shares and/or Options, including, if you are a Non-Registered Shareholder and wish to appoint yourself as proxyholder to participate and vote at the Meeting, you MUST register such proxyholder after having submitted your applicable form(s) of proxy or VIF, as applicable, identifying such proxyholder. Failure to register the proxyholder will result in the proxyholder not receiving a username to participate in the Meeting (a “ Username ”). Without a Username, proxyholders will not be able to participate or vote at the Meeting. To register a proxyholder, Shareholders and holders of Options MUST visit http://www.computershare.com/Photon and provide Computershare Investor Services Inc. with their proxyholder’s contact information, so that Computershare Investor Services Inc. may provide the proxyholder with a Username via email.

Proxies must be deposited with Computershare Investor Services Inc. no later than 9:00 a.m. (Pacific time) on June 25, 2021 (or if the Meeting is postponed or adjourned, by no later than 48 hours prior to the time of such postponed or adjourned meeting, excluding Saturdays, Sundays and holidays). Voting by proxy will not prevent you from voting online at the Meeting if you attend the virtual Meeting but will ensure that your vote will be counted if you are unable to attend. Non-Registered Shareholders should carefully follow the instructions of their Intermediaries to ensure that their Shares are voted at the Meeting in accordance with such Shareholder’s instructions. Please refer to the section in the Circular entitled “ General Proxy Information – Non-Registered Shareholders ” for information on how to vote your securities if you are a Non-Registered Shareholder.

The Interim Order provides that each Registered Shareholder has been granted the right to dissent in respect of the Arrangement Resolution in accordance with the provisions of Division 2 of Part 8 of the BCBCA as modified by the Plan or Arrangement and the Interim Order. Each Registered Shareholder who duly exercises such dissent rights will be entitled to be paid the fair value of all, but not less than all, of the Shares held by that Registered Shareholder, such value having been determined as at the close of business on the Business Day immediately before the Arrangement Resolution is approved by the Securityholders, provided that the holder duly dissents to the Arrangement Resolution in accordance with Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and the Arrangement becomes effective. To exercise such right, (a) a written notice of dissent with respect to the Arrangement Resolution from the Registered Shareholder must be received by Photon at its address for such purpose, Blake, Cassels & Graydon LLP, 2600 – 595 Burrard Street, Vancouver, British

Columbia, V7X 1L3, Attention: Alexandra Luchenko, or by email to alexandra.luchenko@blakes.com by not later than 4:30 p.m. (Pacific time) on June 25, 2021 or, in the case of any adjournment or postponement of the Meeting, 4:30 p.m. (Pacific time) on the date this is two Business Days prior to the date of such adjourned or postponed Meeting, and (b) the Registered Shareholder must have otherwise complied with the dissent procedures in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and Interim Order. The right to dissent is described in the Circular and the text of the Interim Order is set forth in Appendix “D” to the Circular.

Failure to strictly comply with the requirements set forth in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and Interim Order may result in the loss of any right of dissent.

If you have any questions or need assistance, please contact Photon or our proxy solicitation agent, Laurel Hill Advisory Group:

Mail:	Photon Control Inc.	Mail:	Laurel Hill Advisory Group
	#130, 13500 Verdun Place		#1440, 70 University Avenue
	Richmond, British Columbia		Toronto, Ontario
	Canada, V6V 1V2		Canada, M5J 2M4
	Attention: Investor Relations
Telephone:	(604) 900-3150	Telephone:	1-877-452-7184 (toll-free)
			1-416-304-0211 (calls outside North America)
Email:	ir@photoncontrol.com	Email:	assistance@laurelhill.com

DATED at Vancouver, British Columbia this 25[th] day of May, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

“Nigel Hunton”

NIGEL HUNTON Director, Chief Executive Officer & President