Spectra7 Microsystems Inc. — Regulatory Filings 2021

May 27, 2021

SPECTRA7 MICROSYSTEMS INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders of the common shares (collectively, the “ Shareholders ” or individually, a “ Shareholder ”) of Spectra7 Microsystems Inc. (the “ Corporation ”) will be held on Friday, June 18, 2021 at the hour of 10:00 a.m. (Toronto time). The Meeting will be a virtual meeting conducted via live audio webcast. The purpose of the Meeting is as follows:

1. to receive the audited financial statements of the Corporation for the financial years ended December 31, 2020 and December 31, 2019, together with the reports of the auditor thereon;

2. to elect the directors of the Corporation;

3. to appoint MNP LLP, Chartered Accountants, as auditor of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix its remuneration;

4. to consider and, if thought appropriate, pass, with or without variation, a resolution to adopt the Corporation’s stock option plan and restricted share unit plan, as more fully described in the accompanying management information circular dated May 17, 2021 (the “ Circular ”);

5. to consider and, if thought appropriate, pass, with or without variation, a resolution to approve the continuance of the Corporation from the laws of Canada to a corporation continued under the laws of either British Columbia or Ontario (the “ Continuance Resolution ”), as more fully described in the Circular;

6. to consider and, if thought appropriate, pass, with or without variation, a special resolution approving the consolidation of the Common Shares by a ratio of up to 100:1, as more fully described in the Circular; and

7. to transact such other business as may properly be brought before the Meeting or any adjournment or adjournments thereof.

Accompanying this Notice of Annual and Special Meeting of Shareholders is the Circular and a copy of the audited financial statements of the Corporation for the financial years ended December 31, 2020 and December 31, 2019, together with the reports of the auditor thereon. The record date for the determination of those Shareholders entitled to receive the Notice of Annual and Special Meeting of Shareholders and to vote at the Meeting was the close of business on Monday, May 7, 2021.

A Shareholder who dissents in respect of the Continuance Resolution is entitled to be paid the fair value of his, her or its shares in accordance with Section 190 of the Canada Business Corporations Act . This right of dissent is described in the accompanying Circular. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent. Shareholders who do not hold their Common Shares in their own name (“ Beneficial Shareholders ”) whose Common Shares are registered in the name of a broker, investment dealer or other intermediary and who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder who desires to exercise rights of dissent must make arrangements for the registered holder of such Common Shares to dissent on the Beneficial Shareholder’s behalf.

The Meeting will be held virtually and Shareholders who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the internet. Shareholders and duly appointed proxyholders can access the Meeting by visiting https://web.lumiagm.com/283863758. Registered shareholders and duly appointed proxyholders can participate in the Meeting by clicking “I have a login” and entering a username and password before the start of the Meeting. At this website, Shareholders will be able to listen to the Meeting live, submit questions and submit their vote while the Meeting is being held. The Corporation believes hosting the Meeting virtually will enable increased Shareholder attendance from different geographic locations and will encourage more active Shareholder engagement and participation at the Meeting.

Registered shareholders: The 15-digit control number located on the form of proxy or in the e-mail notification you received is the username and the password is “spectra72021” (case sensitive).

Duly appointed proxyholders : Computershare Trust Company of Canada (“ Computershare ”) will provide the proxyholder with a username after the voting deadline has passed. The password to the Meeting is “spectra72021” (case sensitive).

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

Only registered shareholders and duly appointed proxyholders will be able to vote and ask questions at the Meeting. Beneficial Shareholders who have not appointed themselves may attend (but not participate in) the Meeting by clicking “I am a guest” and completing the online form.

Beneficial Shareholders wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited their duly completed voting instruction form in accordance with the directions provided on the voting instruction form.

Shareholders, including Beneficial Shareholders, who wish to appoint a third party proxyholder to represent them at the Meeting must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once the Shareholder has submitted their proxy or voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a username that would allow them to participate in the online Meeting. To register a proxyholder, shareholders and unitholders MUST visit https://web.lumiagm.com/283863758 and provide Computershare with their proxyholder’s contact information by 10:00 a.m. (Toronto time) on June 16, 2021 so that Computershare may provide the proxyholder with a username via e-mail. In order to participate online, shareholders must have a valid 15-digit control number and proxyholders must have received an e-mail from Computershare.

United States Beneficial Shareholders: To attend and vote at the Meeting virtually, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form. After first obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the Meeting, you must submit a copy of your legal proxy to Computershare. Requests for registration should be directed to:

Computershare 100 University Avenue, 8[th] Floor Toronto, Ontario M5J 2Y1 OR Email at uslegalproxy@computershare.com

Requests for registration must be labeled as “Legal Proxy” and be received no later than 10:00 a.m. (Toronto time) on June 16, 2021. You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the Meeting and vote your shares at https://web.lumiagm.com/283863758 during the meeting. Please note that you are required to register your appointment at www.computershare.com/appointee.

DATED at Toronto, Ontario this 17[th] day of May, 2021.

BY ORDER OF THE BOARD

“Raouf Halim” Raouf Halim Director, President & Chief Executive Officer