Zecotek Photonics Inc. — Proxy Solicitation & Information Statement 2020

Sep 22, 2020

ZECOTEK PHOTONICS INC.

------Fold

------Fold

==> picture [106 x 59] intentionally omitted <==

Security Class

Holder Account Number

Form of Proxy - Special Meeting to be held on Friday, October 16, 2020

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

1. If you are a registered shareholder and wish to have your shares voted at the meeting, you will be required to submit your vote by proxy. Due to the COVID-19 pandemic and issues related to the verification of shareholder identity via teleconference, in person voting will not be permitted at the meeting.

2. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

3. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy.

4. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

5. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

6. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management.

7. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

8. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof.

9. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m., (Vancouver Time) on Wednesday, October 14, 2020.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

==> picture [180 x 38] intentionally omitted <==

----- Start of picture text ----- To Vote Using the Telephone----- End of picture text -----

==> picture [179 x 38] intentionally omitted <==

----- Start of picture text ----- To Vote Using the Internet----- End of picture text -----

==> picture [43 x 44] intentionally omitted <==

• Call the number listed BELOW from a touch tone telephone.

  • Go to the following web site:

  • www.investorvote.com

• Smartphone?

• 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

------Fold

------Fold

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Appointment of Proxyholder

I/We being holder(s) of Zecotek Photonics Inc. hereby appoint(s) : OR Print the name of the person you are Faouzi Zerrouk, CEO and a Director of the Company, or failing him Jed Hops, appointing if this person is someone solicitor for the Company other than the Chairman of the Meeting.

==> picture [148 x 30] intentionally omitted <==

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the shareholder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Special Meeting of shareholders of Zecotek Photonics Inc. to be held virtually at Unit 1120 – 21331 Gordon Way, Richmond, British Columbia, Canada, on Friday, October 16, 2020 at 10:00 a.m., (Vancouver Time) and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

	For	Against
1.Approval of Sale of Subsidiary
To pass a special resolution approving the sale of all of the issued and outstanding common shares of the Zecotek Photonics Singapore Pte Ltd., a
wholly owned subsidiary of the Company, in exchange for the settlement of debts owed by the Company to Wang Holding Corp. and a cash
payment from Wang Holding Corp., as more particularly described in the accompanying Information Circular.
	For	Against

2. TSX Venture Exchange Voluntary Delisting

To authorize the Company to voluntarily delist the common shares of the Company from the TSX Venture Exchange and apply to list the common shares on the Canadian Securities Exchange, as more particularly described in the accompanying Information Circular.

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

Authorized Signature(s) - This section must be completed for your Signature(s) instructions to be executed.

==> picture [148 x 29] intentionally omitted <==

I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Date

==> picture [94 x 20] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

==> picture [15 x 15] intentionally omitted <==

O N N Q

3 1 4 9 8 8

A R 0