POET Technologies Inc (PTK)

[sevenOdouble]

Here are the notes which accompany the diagram of the corporate structure in the Annual Information Form:

(1) As at December 31, 2010 and November 30, 2011, there were respectively 1,358,000 and 135,500 Exchangeable Shares of OPEL, Inc. issued and outstanding. They are exchangeable into Common Shares of OPEL on a one-for-one basis.
(2) There is one (1) Special Voting Share held pursuant to a Voting Trust Agreement entitling the holders of
Exchangeable Shares a number of votes equal to the number of Exchangeable Shares outstanding from time to time.
(3) As at December 31, 2010 and November 30, 2011, there were respectively 85,292,514 and 93,025,421
Common Shares of OPEL issued and outstanding.
(4) As at December 31, 2010 and November 30, 2011, there were 28,374,066 Class A Common Shares of OPEL, Inc. issued and outstanding, all of which are held by OPEL. There are no other outstanding securities of OPEL, Inc. other than the Exchangeable shares and the Class A common Shares.
(5) As at December 31, 2010 and November 30, 2011, there were 5,500 Common Shares of ODIS Inc. issued and outstanding and representing 55% of the total Voting Securities, which are held by US citizens, who are Insiders of the Company and who are bound by a shareholders’ agreement which restricts their ability to transfer the shares.
(6) As at December 31, 2010 and November 30, 2011, there were 4,500 Preferred Shares of ODIS Inc. issued and outstanding and representing 45% of the total Voting Securities, which are held by OPEL, Inc. The Preferred Shares carry virtually 100% of the economic interest. There are no other outstanding securities of ODIS Inc.other than the Common Shares and the Preferred Shares.

Here is an image of the corporate structure:
http://i.imgur.com/po85u.jpg