Zecotek Photonics Inc. — Proxy Solicitation & Information Statement 2020

Sep 22, 2020

ZECOTEK PHOTONICS INC. Unit 1120 – 21331 Gordon Way Richmond, BC V6W 1J9

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE that a special meeting of shareholders (the “ Meeting ”) of Zecotek Photonics Inc. (the “ Company ”) will be held on Friday October 16, 2020 at 10:00 a.m. (Vancouver time) for the following purposes:

1. to consider and, if thought advisable, to pass, with or without variation, a special resolution approving the sale of all of the issued and outstanding common shares of Zecotek Photonics Singapore Pte Ltd., a wholly owned subsidiary of the Company, in consideration for: (i) the purchaser agreeing to release the Company from its obligation to repay C$5,983,000 to the purchaser for advances previously provided; and (ii) the purchaser paying an additional US$550,000 to the Company, as more particularly described in the accompanying management information circular (the “ Information Circular ”);

2. to consider and if thought advisable, to pass, with or without variation, a resolution to authorize and approve the Company to voluntarily delist its common shares from the TSX Venture Exchange and to apply to list the Company’s common shares on the Canadian Securities Exchange, as more particularly described in the Information Circular; and

3. to transact any other business which may properly come before the Meeting, or any adjournment thereof.

To ensure the safety of our shareholders and other stakeholders entitled to attend the Meeting amidst the ongoing COVID-19 pandemic, there will be no physical location for the Meeting. The Meeting will be deemed to be held at the Company’s head office located at Unit 1120 – 21331 Gordon Way, Richmond, British Columbia, Canada; however, the Meeting will be held in virtual only format , which will be conducted via telephone conference. Registered shareholders and validly appointed proxyholders may attend the meeting by calling 1-877-407-2991 (toll-free in Canada and the United States) or 201-389-0925 (international). Registered shareholders who attend the virtual meeting will have an equal opportunity to participate at the Meeting, regardless of their geographic location.

Accompanying this notice of Meeting is the Information Circular and a form of proxy (“ Proxy ”) or Voting Instruction Form (“ VIF ”). The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting, and forms part of this notice. The board of directors have fixed the close of business on September 11, 2020 as the record date (the “ Record Date ”) for determining the shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournment thereof. Only shareholders whose names have been entered in the register of holders of common shares of the Company on the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

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. If you are a Registered shareholder and wish to have your vote counted, you will be required to complete, date, sign and return, in the envelope provided for that purpose, the accompanying Proxy for use at the Meeting or any adjournment thereof. To be effective, the Proxy must be received by our transfer agent, Computershare Investor Services Inc., by no later than 10:00 a.m. ( Vancouver time ) on Wednesday October 14, 2020 or no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time to which the Meeting may be adjourned or postponed. Alternatively, you may vote by telephone or via the internet following the instructions provided on the Proxy and in the Information Circular.

If you are a non-registered holder of Company shares and have received this notice of Meeting and accompanying materials through an intermediary, such as an investment dealer, broker, custodian, administrator or other nominee, or a clearing agency in which the intermediary participates, please complete and return the VIF provided to you in accordance with the instructions provided therein.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required form of Proxy, you should contact Computershare by telephone at 1-800-564-6253 (toll free in North America), by fax at 1-866-249-7775 or by e-mail at service@computershare.com.

DATED at Vancouver, British Columbia, this 11[th] day of September, 2020.

ON BEHALF OF THE BOARD OF DIRECTORS

“ Dr. Faouzi Zerrouk ” Chairman, President & CEO

These shareholder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (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.

Whether or not you expect to attend the Meeting via telephone conference, please complete, date, sign and return the Proxy or VIF at your earliest convenience. The Information Circular provides further information respecting proxies and the matters to be considered at the Meeting and is deemed to form part of this notice of meeting.