AVIGILON CORPORATION

MANAGEMENT PROXY CIRCULAR

DATED AS OF MAY 21, 2013

INTRODUCTION

This Management Proxy Circular accompanies the Notice of Meeting in respect of the Annual Meeting of the shareholders of Avigilon Corporation (the “Corporation” or “Avigilon”) to be held on Wednesday, June 19, 2013 (the “Meeting”) at the time and place set out in the accompanying Notice of Meeting. This Management Proxy Circular is furnished in connection with the solicitation of proxies by management of the Corporation for use at the Meeting and at any adjournment of the Meeting. The information contained herein is as at May 16, 2013 unless otherwise stated.

PROXIES AND VOTING RIGHTS

Management Solicitation and Appointment of Proxies

Registered Shareholders

The persons named in the accompanying form of proxy are nominees of the Corporation’s management. A shareholder has the right to appoint a person (who need not be a shareholder) to attend and act for and on the shareholder’s behalf at the Meeting other than the persons designated as proxyholders in the accompanying form of proxy. To exercise this right, the shareholder must either: (a) on the accompanying form of proxy, strike out the printed names of the individuals specified as proxyholders and insert the name of the shareholder’s nominee in the blank space provided; or (b) complete another proper form of proxy.

To be valid, a proxy must be dated and signed by the shareholder or by the shareholder’s attorney authorized in writing. In the case of a corporation, the proxy must be signed by a duly authorized officer of or attorney for such corporation.

The completed proxy, together with the power of attorney or other authority, if any, under which the proxy was signed or a notarially certified copy of the power of attorney or other authority, must be delivered to Computershare Investor Services Inc., 9th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, by 10:00 a.m. (Pacific time) on Monday, June 17, 2013 or at least 48 hours (excluding Saturdays, Sundays and holidays) before the time that the Meeting is to be reconvened after any adjournment of the Meeting.

Non-Registered Shareholders

Only registered shareholders (“Registered Shareholders”) or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Corporation are “non-registered” shareholders because the common shares they own are not registered in their names but are instead registered in the names of a brokerage firm, bank or other intermediary or in the name of a clearing agency. Shareholders who do not hold their shares in their own name (“Beneficial Shareholders”) should note that only Registered Shareholders (or duly appointed proxyholders) may complete a Proxy or vote at the Meeting in person. If common shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those common shares will not be registered in such shareholder’s name on the records of the Corporation. Such common shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository for Securities Inc., which company acts as nominee for many Canadian brokerage firms). Common shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be

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voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the brokers’ clients.

This Management Proxy Circular and accompanying materials are being sent to both Registered Shareholders and Beneficial Shareholders. Beneficial Shareholders fall into two categories – those who object to their identity being known to the issuers of securities which they own (“Objecting Beneficial Owners” or “OBOs”) and those who do not object to their identity being made known to the issuers of the securities they own (“Non-Objecting Beneficial Owners” or “NOBOs”). Subject to the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers (“NI 54-101”), issuers may request and obtain a list of their NOBOs from intermediaries via their transfer agents and use this NOBO list for distribution of proxy-related materials directly to NOBOs.

The Corporation is taking advantage of those provisions of NI 54-101 that permit the Corporation to deliver proxy-related materials directly to the Corporation’s NOBOs who have not waived the right to receive them (and is not sending proxy-related materials using notice-and-access). As a result, NOBOs can expect to receive a Voting Instruction Form (“VIF”) together with the Notice of Meeting, this Management Proxy Circular and related documents from the Corporation’s transfer agent, Computershare. These VIFs are to be completed and returned in accordance with the instructions provided. NOBOs should carefully follow the instructions provided, including those regarding when and where to return the completed VIFs.

NOBOs that wish to change their vote must contact Computershare to arrange to change their vote in sufficient time in advance of the Meeting.

Should a NOBO wish to attend and vote at the Meeting in person, the NOBO must insert the NOBO’s name (or such other person as the NOBO wishes to attend and vote on the NOBO’s behalf) in the blank space provided for that purpose on the VIF and return the completed VIF in line with the instructions provided, or the NOBO must submit to the Corporation any other document in writing that requests that the NOBO or a nominee of the NOBO be appointed as proxyholder. In such circumstances with respect to proxies held by management in respect of securities owned by the NOBO so requesting, the Corporation must arrange, without expense to the NOBO, to appoint the NOBO or a nominee of the NOBO as a proxyholder in respect of those securities. Under NI 54-101, if the Corporation appoints a NOBO or a nominee of the NOBO as a proxyholder as aforesaid, the NOBO or nominee of the NOBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of management in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101, if the Corporation appoints a NOBO or its nominee as proxyholder as aforesaid, the Corporation must deposit the proxy within the timeframe specified above for the deposit of proxies if the Corporation obtains the instructions at least one (1) business day before the termination of that time. If a NOBO or a nominee of the NOBO is approved as a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in order for their votes to be counted.

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Notice of Meeting, this Management Proxy Circular and related documents (collectively, the “Meeting Materials”) to the clearing agencies and intermediaries for onward distribution to OBOs. Intermediaries are required to forward the Meeting Materials to OBOs unless, in the case of certain proxy-related materials, an OBO has waived the right to receive them. Very often, intermediaries will use service companies such as Broadridge to forward the Meeting Materials to OBOs. Together with the Meeting Materials, intermediaries or their service companies should provide OBOs with a “request for voting instruction form” which, when properly completed and signed by such OBO and returned to the intermediary or its service company, will constitute voting instructions which the intermediary must follow. The purpose of this procedure is to permit OBOs to direct the voting of the common shares that they beneficially own. The Corporation does not intend to pay for an intermediary to deliver to the Meeting Materials to OBOs and OBOs will not receive the Meeting Materials and voting instruction form unless their intermediary assumes the costs of delivery. OBOs should carefully follow the instructions of their intermediary, including those regarding when and where the completed request for voting instructions is to be delivered.

OBOs that wish to change their vote must contact their intermediary to arrange to change their vote in sufficient time in advance of the Meeting.

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Should an OBO wish to vote at the Meeting in person, the OBO must insert the OBO’s name (or such other person as the OBO wishes to attend and vote on the OBO’s behalf) in the blank space provided for that purpose on the request for voting instruction form and return the completed request for voting instruction form to the intermediary or its service provider or the OBO must submit, to their intermediary, any other document in writing that requests that the OBO or a nominee of the OBO be appointed as proxyholder. In such circumstances an intermediary who is the registered holder of, or holds a proxy in respect of, securities owned by an OBO is required under NI 54-101 to arrange, without expense to the OBO, to appoint the OBO or a nominee of the OBO as a proxyholder in respect of those securities. Under NI 54-101, if an intermediary appoints an OBO or the nominee of the OBO as a proxyholder as aforesaid, the OBO or nominee of the OBO, as applicable, must be given the authority to attend, vote and otherwise act for and on behalf of the intermediary, in respect of all matters that may come before the Meeting and any adjournment or continuance thereof, unless corporate law does not permit the giving of that authority. Pursuant to NI 54-101, an intermediary who appoints an OBO or its nominee as proxyholder as aforesaid is required under NI 54-101 to deposit the proxy within the timeframe specified above for the deposit of proxies if the intermediary obtains the instructions at least one (1) business day before the termination of that time. If the OBO or a nominee of the OBO is appointed a proxyholder pursuant to such request, the appointed proxyholder will need to attend the Meeting in person in order for their votes to be counted.

The Meeting Materials are being sent to both registered owners and non-registered owners of the securities of the Corporation. If you are a non-registered owner, and the Corporation or its agent has sent the Meeting 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 the Meeting Materials to you directly, the Corporation (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.

All references to shareholders in this Management Proxy Circular and the accompanying Notice of Meeting and form of proxy are to Registered Shareholders of record unless specifically stated otherwise.

Revocation of Proxies

In addition to any other manner provided by law, a shareholder who has given a proxy may revoke it at any time before the proxy is exercised by an instrument in writing that is signed by the shareholder, the shareholder’s attorney authorized in writing or, where the shareholder is a corporation, a duly authorized officer or attorney of the corporation, and delivered to Computershare Investor Services Inc., 9th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 or to the Corporation at 4th Floor, 858 Beatty Street, Vancouver, British Columbia, Canada, V6B 1C1 at any time up to and including the last business day preceding the day of the Meeting or any adjournment of the Meeting, or delivered to the Chair of the Meeting on the day of the Meeting or any adjournment of the Meeting before any vote on a matter in respect of which the proxy is to be used has been taken. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation. Only Registered Shareholders have the right to revoke a Proxy. Beneficial Shareholders who wish to revoke their Proxy must, sufficiently in advance of the Meeting, arrange for their respective intermediaries to revoke the Proxy on their behalf.

Voting of Shares and Proxies and Exercise of Discretion by Proxyholders

Voting By Show of Hands

Voting at the Meeting generally will be by a show of hands, where every person who is a shareholder or proxy holder and entitled to vote on the matter has one vote.

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Voting By Poll

Voting at the Meeting will be by poll only if a poll is requested by a shareholder present at the Meeting in person or by proxy, directed by the Chair or required by law because the number of shares represented by proxy that are to be voted against the motion is greater than 5% of the Corporation’s issued and outstanding shares.

On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

Approval of Resolutions

To approve a motion for an ordinary resolution, a simple majority of the votes cast in person or by proxy will be required; to approve a motion for a special resolution, a majority of not less than two-thirds of the votes cast on the resolution will be required.

Voting of Proxies and Exercise of Discretion by Proxyholders

A shareholder may indicate the manner in which the persons named in the accompanying form of proxy are to vote with respect to a matter to be acted upon at the Meeting by marking the appropriate space. If the instructions as to voting indicated in the proxy are certain, the shares represented by the proxy will be voted or withheld from voting in accordance with the instructions given in the proxy on any ballot that may be called.

If the shareholder specifies a choice in the proxy with respect to a matter to be acted upon, then the shares represented will be voted or withheld from the vote on that matter accordingly. If no choice is specified in the proxy with respect to a matter to be acted upon, the proxy confers discretionary authority with respect to that matter upon the proxyholder named in the accompanying form of proxy. It is intended that the proxyholder named by management in the accompanying form of proxy will vote the shares represented by the proxy in favour of each matter identified in the proxy and for the nominees of the Corporation’s board of directors (the “Board of Directors” or “Board”) for directors and auditor.

The accompanying form of proxy also confers discretionary authority upon the named proxyholder with respect to amendments or variations to the matters identified in the accompanying Notice of Meeting and with respect to any other matters which may properly come before the Meeting. As of the date of this Management Proxy Circular, management of the Corporation is not aware of any such amendments or variations, or any other matters that will be presented for action at the Meeting other than those referred to in the accompanying Notice of Meeting. If, however, other matters that are not now known to management properly come before the Meeting, then the persons named in the accompanying form of proxy intend to vote on them in accordance with their best judgment.

Solicitation of Proxies

It is expected that solicitations of proxies will be made primarily by mail and possibly supplemented by telephone or other personal contact by directors, officers and employees of the Corporation without special compensation. The Corporation may reimburse shareholders’ nominees or agents (including brokers holding shares on behalf of clients) for the costs incurred in obtaining authorization to execute forms of proxies from their principals. The costs of solicitation will be borne by the Corporation.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Only shareholders of the Corporation who are listed on its Register of Shareholders on the record date of May 15, 2013 are entitled to receive notice of and to attend and vote at the Meeting or any adjournment of the Meeting (see “Voting of Shares and Proxies and Exercise of Discretion by Proxyholders” above).

As of May 15, 2013, the Corporation had 38,402,299 common shares issued and outstanding, each such share carrying the right to one vote at the Meeting. The Corporation has no other classes of shares outstanding.

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To the best of the knowledge of the directors and senior officers of the Corporation, no person or company beneficially owns, or controls or directs, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of the Corporation, other than as set out below:

Name Number of Common

Shares Percentage of Outstanding

Common Shares

Alexander Fernandes 4,288,465 11.17%

RECEIPT OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS

The Directors’ Report and the financial statements of the Corporation for the financial year ended December 31, 2012 and accompanying auditor’s report will be presented at the Meeting.

APPOINTMENT OF AUDITOR

The shareholders will be asked to vote for the re-appointment of PricewaterhouseCoopers LLP, as the auditors of the Corporation to hold office until the next annual meeting of shareholders of the Corporation at a remuneration to be fixed by the directors. PricewaterhouseCoopers LLP was appointed as the auditors of the Corporation effective April 13, 2012.

ELECTION OF DIRECTORS

Directors of the Corporation are elected at each annual meeting of the Corporation and hold office until the next annual meeting of the Corporation, unless the office is earlier vacated in accordance with the Articles or By-laws of the Corporation or the Canada Business Corporations Act or he or she becomes disqualified to act as a director. The shareholders of the Corporation will be asked to set the number of directors of the Corporation at five (5) for the next year, subject to any increases permitted by the Corporation’s Articles or By-laws.

The Corporation has not, as of yet, adopted a majority voting policy such that procedures would be in place requiring the resignation of a director should the director receive more “withheld” votes than votes “for” at any uncontested meeting of shareholders of the Corporation at which directors are elected. However, as part of its annual process of determining director nominees, the Board closely examines the support that directors receive from the shareholders of the Corporation. In addition, the Board has noted that, based on the historical results of its annual election process, its nominees have consistently received an overwhelming majority of support from shareholders of the Corporation. The Corporation continues to review and consider, among other things, its director election voting policy, evolving market practices on majority voting policies and best practices in corporate governance, and will make a determination with respect to the adoption of a majority voting policy at the appropriate time.

The following table sets out the names of management’s nominees for election as directors, the province or state, and country of residence in which each is ordinarily resident, all offices of the Corporation now held by each of them, their principal occupations, the period of time during which each has been a director of the Corporation, and the number of common shares of the Corporation beneficially owned by each of them, directly or indirectly, or over which control or direction is exercised, as of the date of this Management Proxy Circular.

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Name, Place of Residence and

Offices Held with the Corporation(1)

Principal Occupation(1) Period(s) during which has served as a Director

Number of Shares Owned(1)

Alexander Fernandes British Columbia, Canada President, Chairman, CEO & Director

President & CEO of Avigilon June 28, 2006 to present

4,288,465(4)

Wan Jung British Columbia, Canada Director

Businessman; formerly CFO of Avigilon October 22, 2004 to present

3,195,601(5)

Bruce Marginson(2)(3) British Columbia, Canada Director

President and Founder, Fusion Security Inc., a full service security provider

June 28, 2007 to present

100,911

Harry Jaako(2)(3) British Columbia, Canada Director

Director, President and Venture Investment Manager, Discovery Management Capital Corp., manager of British Columbia Discovery Fund (VCC) Inc.

June 18, 2008 to present

1,350,000(6)

Murray Tevlin(2)(3) British Columbia, Canada Director

Lawyer, TevlinGleadle Employment Law Strategies August 18, 2011 to present

233,300(7)

Notes: (1) Information as to the place of residence, principal occupation and shares beneficially owned, directly or indirectly, or controlled or directed,

has been furnished by each respective directors. (2) Member of the Audit Committee, of which Mr. Marginson is Chair. (3) Member of the Compensation and Corporate Governance Committee, of which Mr. Tevlin is Chair. (4) Of these shares, 590,000 are held directly, 147,000 are held through Avigilon Investments (VCC) Ltd., 3,193,950 are held through Pacific

Coast Trust, 220,200 are registered in the name of Raymond James ITF Alexander Fernandes, 4,120 are held through Raymond James Ltd. ITF X50A, 4,777 are held through Raymond James Ltd. ITF X60A and 128,418 are held in an RRSP.

(5) Of these shares, 2,381,201 are held directly, 139,100 are held through 514742 B.C. Ltd. and 675,300 are held by his spouse, Lila Jung. (6) These shares are owned by British Columbia Discovery Fund (VCC) Inc. (7) Of these shares, 100,000 are held through Murray Tevlin Law Corporation, 100,000 are held through Avigilon Investments (VCC) Ltd. and

33,300 are held in an RRSP.

The Board of Directors does not contemplate that any of its nominees will be unable to serve as a director. If any vacancies occur in the slate of nominees listed above before the Meeting, then the proxyholders named in the accompanying form of proxy intend to exercise discretionary authority to vote the shares represented by proxy for the election of any other persons as directors.

Corporate Cease Trade Orders or Bankruptcies

During the ten years preceding the date of this Management Proxy Circular, other than as described below, no proposed director of the Corporation has, to the knowledge of the Corporation, been:

(a) a director, chief executive officer or chief financial officer of any issuer that:

(i) was the subject of a cease trade or similar order or an order that denied such issuer access to any exemption under securities legislation that was in effect for a period of more than thirty consecutive days (an “Order”) while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) was subject to such an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer in the company that is the

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subject of the Order and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(b) a director or executive officer of any issuer that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold the assets of that issuer.

Receivership of Cryopak Industries Inc.

Mr. Jaako was considered an insider of Cryopak Industries Inc. (“Cryopak”) by virtue of him being a Director, Chairman and Co-CEO of Discovery Capital Corporation (“DCC”) and the investment made by affiliates of DCC in Cryopak. Mr. Jaako was never a director or officer of Cryopak. On September 29, 2006, Cryopak was placed into receivership by its creditors, and thereafter, substantially all of Cryopak’s assets and those of its operating subsidiary were sold and it was suspended from trading on the TSX Venture Exchange. It was cease traded for failing to file financial statements.

Bankruptcy of Circon Systems Corporation

Mr. Jaako was considered an insider of Circon Systems Corporation (“Circon”) by virtue of him being a Director, Chairman and Co-CEO of DCC and the investment made by affiliates of DCC in Circon. Mr. Jaako was never a director or officer of Circon. Circon made an assignment in bankruptcy on January 13, 2009. Efficient Building Automation Corp. announced on March 31, 2009 that it had acquired the assets of Circon’s building automation business, including its technology, brand, trademarks and trade names, and such acquisition was completed effective March 5, 2009. Circon remains in bankruptcy.

Receivership of IDELIX Software Inc.

Mr. Jaako was considered an insider of IDELIX Software Inc. (“Idelix”) by virtue of him being a Director, Chairman and Co-CEO of DCC and the investment made by affiliates of DCC in Idelix. Mr. Jaako was never a director or officer of Idelix. A receiver-manager was appointed for Idelix on May 7, 2009. The receiver-manager sold all of the assets of Idelix, which has no employees and has ceased operations.

Individual Bankruptcies

During the ten years preceding the date of this Management Proxy Circular, no proposed director of the Corporation has, to the knowledge of the Corporation, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties and Sanctions

None of the proposed nominees for election as a director of the Corporation has been subject to any penalties or sanctions imposed by a court or regulatory body or entered into a settlement agreement with any securities regulatory authority.

Audit Committee

The Audit Committee is comprised of three independent directors – Bruce Marginson, Harry Jaako and Murray Tevlin. The Audit Committee is responsible for assisting the Board in the discharge of its responsibilities relating to the Corporation’s accounting principles, reporting practices, internal controls and its approval of the Corporation’s annual and quarterly financial statements.

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Audit Committee information, as required under National Instrument 52-110 – Audit Committee (“NI 52-110”), is contained in the Corporation’s Annual Information Form dated March 25, 2013 under the heading “Corporate Governance – Committees of Avigilon’s Board of Directors – Audit Committee”. Audit Committee information includes the charter, committee composition, relevant education and experience, audit committee oversight, pre-approval policies and procedures, and fees paid to the external auditor. The Annual Information Form is available on SEDAR at www.sedar.com under the Corporation’s name.

DISCLOSURE OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 - Disclosure of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose the corporate governance practices that they have adopted. The corporate governance practices adopted by the Corporation are set out in the attached Schedule “A”.

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The Corporation’s approach to executive compensation is to provide suitable compensation for executives that is equitable and competitive and reflects individual achievement. The Corporation’s compensation arrangements are designed to attract and retain highly qualified individuals who are able to carry out the Corporation’s business objectives.

The Compensation and Corporate Governance Committee is responsible for recommending a compensation policy to the Board and is governed by a charter that sets guidelines for determining the review, the adequacy and form of compensation and benefits of senior executive officers based on Avigilon’s performance, the compensation of senior executive officers at comparable companies, compensation in previous years, the experience and skills of the officer and any other factor the committee determines to be relevant. Executive compensation is determined at the discretion of the Compensation and Corporate Governance Committee, based on objectives or criteria set by the Compensation and Corporate Governance Committee. The Compensation and Corporate Governance Committee, in its discretion, recommends to the Board for its approval annual and long-term performance goals and objectives for the senior executive officers. The Compensation and Corporate Governance Committee evaluates the performance of the CEO in light of the approved performance goals and objectives and determines his compensation and assists the CEO as necessary in determining the compensation of the other senior executive officers. The Compensation and Corporate Governance Committee makes recommendations to the Board with respect to the Corporation’s equity based compensation plan. The Compensation and Corporate Governance Committee also reviews and recommends the compensation for independent directors and committee members for approval by the Board.

Compensation Objectives

The Corporation’s compensation practices are designed to retain, motivate and reward its senior executive officers for their performance and contribution to the Corporation’s long-term success. The Board seeks to compensate the Corporation’s senior executive officers by combining both short and long-term cash and equity incentives. The Board also seeks to reward the achievement of corporate and individual performance objectives, and to align senior executive officers’ incentives with the Corporation’s performance. The Corporation seeks to tie individual goals to the area of the senior executive officer’s primary responsibility. The Corporation expects that these goals may include the achievement of specific financial or business development goals. Corporate performance goals are based on the financial performance of the Corporation during the applicable financial year.

Compensation Components

With respect to significant elements of compensation to be paid to executive officers, the Corporation’s compensation arrangements may, in addition to salary, include compensation in the form of bonuses and benefits as well as long-term equity incentives arising from the grant of share options. Depending on the future development of

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the Corporation and other factors that may be considered relevant by the Compensation and Corporate Governance Committee and the Board from time to time, the Corporation may determine in the future to emphasize increased base salaries and rely to a lesser extent on share options or other incentives.

Base Salary

Base salaries for the Corporation’s senior executive officers are established based on the scope of their responsibilities and their prior relevant experience, taking into account competitive market compensation paid by other companies in the Corporation’s industry for similar positions and the overall market demand for such executives at the time of hire. The Compensation and Corporate Governance Committee does not benchmark specific companies in determining competitive market compensation. Base salaries are reviewed annually and increased for merit reasons and in response to market changes. Additionally, base salaries may be changed as warranted throughout the year for promotions or other changes in the scope of a senior executive officer’s role and responsibilities.

Annual Incentive Plans

The Corporation’s compensation program includes eligibility for a discretionary annual incentive cash bonus for the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. The Corporation assesses the level of the senior executive officer’s achievement of meeting individual goals, as well as the Corporation’s performance in achieving annual performance objectives recommended by the Compensation and Corporate Governance Committee and approved by the Board. Individual goals are subjective in nature and relate to the overall contribution of the senior executive officers and their specific area(s) of responsibility to annual and long term corporate objectives. Annual performance objectives are based on the Corporation achieving certain budgeted results for the year, as set out in the annual budget approved by the Board. Currently the Corporation’s primary objective is revenue growth to increase its market position, with a secondary objective of increasing profitability. Accordingly, the corporate performance measures are based on revenue and profitability.

In determining the annual bonus criteria, the Compensation and Corporate Governance Committee and the Board set a target annual cash bonus amount for each eligible senior executive officer based on achieving the corporate performance measures, with the ability to receive proportionate amounts based on actual results. Annual bonus criteria also include over-achievement thresholds, above which the amount of annual bonus payable to the senior executive officers increases by a set factor, and under-achievement thresholds, below which the annual bonus payable decreases by a set factor or is not payable at all. The amount of the annual cash bonus depends on the level of individual and corporate levels of achievement and on the profitability of the Corporation.

Annual performance bonuses for 2012 were based 75% on achieving target revenue and 25% on achieving target operating income. Operating income was defined as income before taxes, research and development tax credits and share-based payments. Over-and under-achievement thresholds were based on revenue, as follows:

Threshold Impact on Annual Bonus

Revenue greater than 110% of target Annual bonus increased by 24% to 28.5%

Revenue between 85% and 90% of target

Annual bonus decreased by 40%

Revenue below 85% of target No bonus payable

The Executive Vice President, Global Sales is eligible for variable compensation in the form of sales commissions. Sales contracts are a key performance measure and are directly linked to revenue growth. Sales quotas are set based on senior management recommendations, taking into account current market trends and the annual budget approved by the Board, and are subject to approval by the Chief Executive Officer. Due to their nature, sales commissions are

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generally earned on a pro-rata basis, based on actual performance. The compensation plan includes an over-achievement threshold, whereby the commission rate is increased once the sales quota is exceeded, with such increase being retroactive to the first dollar of revenue.

Long-Term Equity Incentive Plans

The Corporation believes that equity-based awards allow the Corporation to reward senior executive officers and directors for their sustained contributions to the Corporation and align their interests with those of the Corporation’s shareholders. The Corporation also believes that equity awards incentivize employee continuity and retention and enhance the Corporation’s product development and sales efforts. The Board believes that incentive stock options provide management with a strong link to long-term performance of the Corporation and the creation of shareholder value.

Hedging

The Corporation has no policy with regard to NEO (as defined below) and director purchases of financial instruments designed to hedge or offset a decrease in the market value of Corporation equities held by NEOs and directors.

Risk

The Compensation and Corporate Governance Committee and the Board have not carried out an assessment of the risks associated with the Corporation’s executive compensation policies and practices.

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Performance Graph

The following performance graph indicates the cumulative return since the Corporation’s common shares were first traded on the TSX on November 8, 2011, assuming a $100 investment made in the Corporation’s common shares and in the S&P/TSX Composite and the S&P/TSX Capped Information Technology Indices.

Cumulative Total Return ($) Nov 8, 2011 Dec 31, 2011 Dec 31, 2012

AVO $100.00 $90.00 $260.00

S&P/TSX Composite Index $100.00 $95.73 $99.56

S&P/TSX Capped Info Tech Index $100.00 $88.55 $94.42

Summary Compensation Table

The following table provides a summary of compensation paid, directly or indirectly, by the Corporation to the following persons (collectively, the “Named Executive Officers” or “NEOs”):

(a) the CEO,

(b) the Chief Financial Officer (“CFO”),

(c) up to three of the most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers or acting in a similar capacity and whose total compensation, individually, was in excess of $150,000 as at the end of the most recently completed financial year; and

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(d) each individual for whom disclosure would have been provided under (c) but for the fact that the individual was neither serving as an executive officer of the Corporation, nor acting in a similar capacity, at the end of the most recently completed financial year.

Non-equity incentive plan compensation ($)

Name and Principal Position

Year Salary ($)

Share-based

awards ($)(1)

Option-based

awards ($)(2)

Annual incentive plans (4)

Long-term

incentive plans (1)

Pension value ($) (1)

All other compensation

($)(3)

Total compensation

($)

Alexander Fernandes CEO

2012 2011 2010

220,000 180,000 160,000

n/a n/a n/a

521,127 nil nil

201,818 137,184

82,013

n/a n/a n/a

n/a n/a n/a

66,461 n/a n/a

1,009.406 317,184 242,013

Bradley Bardua CFO & Secretary(5)

2012 2011 2010

179,282 -- --

n/a -- --

314,419 -- --

n/a -- --

n/a -- --

n/a -- --

n/a -- --

493,701 -- --

Andrew Martz Former COO(6)

2012 2011 2010

190,000 170,000 141,667

n/a n/a n/a

462,854 nil 49,811

201,818 60,000 25,000

n/a n/a n/a

n/a n/a n/a

41,192 n/a n/a

895,864 230,000 216,478

Bryan Schmode EVP Global Sales(7)

2012 2011 2010

169,692 165,324 115,010

n/a n/a n/a

nil 149,986 64,769

280,617 280,767 203,581

n/a n/a n/a

n/a n/a n/a

10, 308 n/a n/a

460,617 596,077 383,360

Notes: (1) The Corporation does not utilise share based awards, long-term non-equity incentives or pension contributions as part of executive

compensation. (2) The grant date fair value of the option based awards is determined in accordance with IFRS 2, “Share Based Payment” using a Black

Scholes option pricing model. The Corporation has chosen this methodology as there are no future performance criteria for the vesting of these options, other than the passage of time. For a discussion of the assumptions used in the valuations, see note 13(c) to the Corporation’s consolidated financial statements for the year ended December 31, 2012 and 14(d) to the Corporation’s consolidated financial statements for the year ended December 31, 2011.

(3) All other compensation includes perquisites and other personal benefits that are more than $50,000 and 10% of the total annual salary and bonus for any of the Named Executive Officers and reflects the payout of unused vacation entitlement.

(4) Represents amounts awarded and paid during the year relating to the prior financial year. These amounts represent bonuses, commissions or both.

(5) Mr. Bardua was appointed as CFO on January 23, 2012. (6) Mr. Martz resigned as the COO on October 10, 2012. (7) Mr. Schmode was promoted to Executive Vice President, Global Sales from Vice President, Global Sales on March 16, 2012.

Narrative Discussion

The Corporation entered into agreements with each of the Named Executive Officers (collectively, the “Executive Agreements”). Pursuant to the Executive Agreements, Alexander Fernandes was entitled to an annual salary of $220,000 for the calendar year 2012, Bradley Bardua was entitled to an annual salary of $190,000 for the 2012 calendar year, Andrew Martz was entitled to an annual salary of $190,000 for the 2012 calendar year and Bryan Schmode was entitled to an annual salary of US$180,000 for the 2012 calendar year. Each Named Executive Officer is entitled to additional benefits and performance based bonuses. The Executive Agreements provide that each Named Executive Officer is subject to certain confidentiality and non-competition restrictions during and following the term of their respective employment with the Corporation.

Incentive Plan Awards & Equity Compensation Plan Information

The Corporation’s Incentive Stock Option Plan (the “Option Plan”) was approved by the directors on September 15, 2011.

The purpose of the Option Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified executives (including directors), employees and consultants of the Corporation (each an “Option Holder”), to incent such individuals to contribute toward the long term goals of the Corporation, and to encourage such individuals to acquire shares of the Corporation as long term investments. The Compensation and Corporate

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Governance Committee is responsible for administering the Option Plan. The Board, or the Compensation and Corporate Governance Committee if the Board delegates its power, will make grants of incentive stock options to Eligible Persons (as defined in the Option Plan), which includes officers, directors, employees and consultants of Avigilon and related entities. Each option will entitle the holder to buy one share, subject to certain adjustments. The Board generally grants options in five-year terms, which is the maximum option period provided for under the Option Plan, but can set shorter terms if it wishes. The Board also has discretion to determine vesting restrictions, and in connection therewith determine the terms under which vesting of the options may be accelerated. Options granted under the Option Plan may be exercised as soon as they have vested.

As of the date hereof, a total of 3,254,500 options have been granted and remain outstanding under the Option Plan (representing approximately 8.4% of the issued and outstanding common shares of the Corporation on a non-diluted basis as of the date hereof) and a total of 3,759,775 options remain available for grant under the Option Plan (representing approximately 9.6% of the issued and outstanding shares of the Corporation on a non-diluted basis).

The Board determines an option’s exercise price on the grant date of such option. The exercise price must be at least equal to the market value of the shares at that time (the Closing price of the shares on the TSX on the trading day immediately before the grant date). If there is no closing price, the market value is the share price used in the last trade on the grant date.

Options cannot be exercised if the exercise period has expired. If options expire during a trading black-out period, they can be exercised within 10 days after the black-out period is lifted. The Corporation does not provide any financial assistance to participants when they exercise their options.

Options cannot be assigned or transferred to another person other than by will or by law if the option holder dies. The Board must approve any requests to transfer options to a holder’s holding company or registered plan.

If the option holder is no longer eligible to participate in the Option Plan, he or she has 30 days to exercise any vested options, except on death, where his or her estate has 365 days to exercise the vested options, or on termination for cause, where all options terminate immediately.

The Board may in its sole discretion increase the periods permitted to exercise all or any of the options following a termination of employment, engagement or directorship provided that no options shall be exercisable following the expiration of the option period applicable to the option.

The Option Plan limits the total number of shares that can be reserved for issue under the Option Plan (subject to reloading and adjustments) to no more than 18% of shares issued and outstanding from time to time, as follows:

• The Option Plan limits the number of shares that can be reserved for issue under the Option Plan for a single individual to no more than 5% of the shares issued and outstanding on the grant date.

• Shares that were reserved for options that expire, are cancelled or otherwise terminated for any reason can be used for other options issued under the Option Plan.

No more than 18% of shares issued and outstanding on the grant date (on a non-diluted basis), can be reserved for issue to insiders under the Option Plan and under any other security based compensation arrangement. In any one-year period, no more than 10% of shares issued and outstanding (on a non-diluted basis) can be issued to insiders through the Option Plan and any other security based compensation arrangement.

The Option Plan is a rolling plan. When options are exercised, the same number of shares may be reserved for issue at a later date (known as reloading).

If the Corporation amalgamates, consolidates, or merges with or into another body corporate, option holders are entitled to receive other securities, property or cash (in lieu of shares).

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If it is imminent that the shares will be exchanged or replaced with those of another company because of a proposed merger, amalgamation or other corporate arrangement or reorganization, the Board can use its discretion to accelerate the period for exercising options under the Option Plan and for fulfilling any conditions or restrictions when they are exercised, among other things.

If a third party makes an offer to buy all of the shares, the Board can use its discretion to accelerate the period for exercising options under the Option Plan and for fulfilling any conditions or restrictions when they are exercised.

Except as described below, shareholders must approve all changes to the Option Plan, including changes that involve:

• changing the number of shares that can be reserved for issue under the Option Plan, including increasing the fixed maximum or fixed maximum percentage, changing from a fixed maximum number to a fixed maximum percentage or changing from a fixed maximum percentage to a fixed maximum number (an increase doesn’t include reloading after options are exercised, as long as the fixed maximum or percentage is not increased); or

• adding or changing any kind of financial assistance provisions.

The Corporation does not need shareholder approval to make changes like:

• changing the termination provisions of the options or Option Plan, as long as it does not extend beyond the original expiry date;

• adding a cashless exercise feature that can be paid in cash or securities, whether or not it reduces the number of underlying shares from the Corporation’s reserve;

• adding deferred or restricted share unit or any other provision which results in eligible persons receiving securities while no cash consideration is received by the Corporation;

• making housekeeping changes like correcting errors or clarifying ambiguities; or

• updating the Option Plan to reflect changes in the governing laws, including any TSX compliance requirements.

The Board can adjust or terminate any outstanding option, including substituting it for another award, changing the exercise date or making other changes, as long as the option holder consents to the change if it would have a material and adverse effect on him or her. The Board can also extend the exercise period or lower the exercise price, if it receives shareholder approval.

If the exercise price of any outstanding option granted to an insider is reduced, or the exercise period is extended, the Corporation must receive approval from the disinterested shareholders, according to the terms of the Option Plan and TSX and other regulatory requirements.

Any options that have not been allocated must be reconfirmed by a majority of disinterested shareholders every three years, or the Board will not be able to grant any additional options under the Option Plan. Shareholders will be asked to reconfirm the unallocated options and approve the Option Plan at the Corporation’s annual meeting in 2014.

The Board can suspend or terminate the Option Plan at any time, and impose other terms and conditions on any options granted under the Option Plan. The Board can change or terminate the Option Plan and any outstanding options if a securities regulator, stock exchange or a market requires it as a condition of approving a distribution of shares to the public, or to obtain or maintain a listing or quotation of the shares.

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A copy of the Option Plan can be obtained by contacting the Corporate Secretary of the Corporation in writing at 4th Floor, 858 Beatty Street, Vancouver, British Columbia, V6B 1C1.

Outstanding share-based awards and option-based awards for NEOs as at the year ended December 31, 2012 are set out in the following table:

Option-based Awards Share-based Awards(1)

Name Number of Securities

underlying unexercised options

(#)

Option exercise price ($)

Option expiration date

Value of unexercised in-

the-money options ($)

Number of shares or units of

shares that have not vested (#)

Market or payout value of

share-based awards that

have not vested ($)

Market or payout value

of vested share based awards

not paid out or distributed ($)

Alexander Fernandes

120,000 380,000 200,000

$1.00 $1.00 $6.63

March 13, 2013 May 16, 2013

August 17, 2017

n/a n/a n/a

Nil Nil Nil

n/a n/a n/a

n/a n/a n/a

Bradley Bardua 150,000 $4.50 February 3, 2017 n/a Nil n/a n/a Andrew Martz 90,000

50,000 100,000 168,000

$1.00 $1.00 $1.00 $7.05

February 1, 2013 May 16, 2013

January 2, 2015 August 10, 2017

n/a n/a n/a n/a

Nil Nil Nil Nil

n/a n/a n/a n/a

n/a n/a n/a n/a

Bryan Schmode 30,000 10,000 60,000

100,000

$1.00 $1.00 $2.00 $3.00

February 25, 2013 January 2, 2015 June 15, 2015 April 4, 2016

n/a n/a n/a n/a

Nil Nil Nil Nil

n/a n/a n/a n/a

n/a n/a n/a n/a

Note: (1) Dollar amounts shown under “Share-based Awards” have been calculated based on the December 31, 2012 closing price of $11.70.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table discloses incentive plan awards for the year ended December 31, 2012:

Name Option-based awards – Value vested during the year ($) (1)

Share-based awards – Value vested during the year ($)(2)

Non-equity incentive plan compensation – Value earned

during the year ($) Alexander Fernandes nil nil 201,818 Bradley Bardua nil nil 201,818 Andrew Martz $100,500 nil 201,818 Bryan Schmode $180,700 nil 280,617 Note: (1) Dollar amounts shown under “Option-based Awards” have been calculated based on the closing price of date the option vested. (2) Dollar amounts shown under “Share-based Awards” have been calculated based on the closing price of date the option was exercised.

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Equity Compensation Plan Information

The following table sets forth details of the Corporation’s compensation plans under which equity securities of the Corporation are authorized for issuance at the end of the Corporation’s most recently completed financial year:

Number of securities to be issued upon exercise of

outstanding options, warrants and rights

Weighted-average exercise price of outstanding options,

warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities

reflected in column (a)) Plan Category (a) (b) (c) Equity compensation plans approved by securityholders

2,792,400(1) $1.37 n/a

Equity compensation plans not approved by securityholders

1,359,000(2) $6.59 2,578,043

Total 4,151,400 $3.08 2,578,043 Notes: (1) These securities were granted under the Corporation’s previous stock option plan, which was approved by the shareholders of the

Corporation and subsequently replaced by the Option Plan. All options granted under the Corporation’s previous stock option plan were and have been rolled into the Option Plan.

(2) The Option Plan was approved by the Board of Directors on September 15, 2011 and effective as of November 8, 2011. The Option Plan has not yet been approved by the shareholders of the Corporation, but pursuant to the Corporation’s common shares being listed on the TSX and in accordance with the TSX policies, the Option Plan will be put before the shareholders for approval at or before the Corporation’s annual meeting in 2014.

Pension Plan Benefits

The Corporation does not have any defined benefit plans nor defined contribution plans.

Termination and Change of Control Benefits

Alexander Fernandes entered into an employment agreement with Avigilon which is for an indefinite term and includes provisions regarding base salary, annual performance bonus, paid vacation time, eligibility for benefits, confidentiality and intellectual property rights, among other things. Mr. Fernandes has agreed to give the Corporation 60 days’ notice of resignation of his employment. Upon termination of his employment without cause, Mr. Fernandes will be entitled to an amount equal to 18 months’ base salary and the Corporation will take steps to continue his coverage under any benefits plan during the notice period or otherwise provide payment in lieu of the Corporation’s share of the premium costs of benefits during such period. If Mr. Fernandes’ employment is terminated for cause, as set out in his employment agreement, then he will not be entitled to any notice, salary, benefits or pay in lieu of notice after the effective date of such termination. If Mr. Fernandes is terminated by reason of illness or mental or physical disability that renders him incapable of performing his duties, he will be entitled to an amount equal to 18 months’ base salary. If Mr. Fernandes is terminated within 12 months after a change of control of Avigilon has occurred, as defined in his employment agreement, then he will be entitled to payment of an amount equal to 18 months’ base salary. If Mr. Fernandes had been terminated for change of control as of December 31, 2012, he would have been entitled to a payment of $330,000.

Bradley Bardua entered into an employment agreement with Avigilon which is for an indefinite term and includes provisions regarding base salary, annual performance bonus, paid vacation time, eligibility for benefits, confidentiality and intellectual property rights, among other things. Mr. Bardua agreed to give the Corporation 60 days’ notice of resignation of his employment. Upon termination of his employment without cause, Mr. Bardua was to be entitled to an amount equal to 18 months’ base salary and the Corporation would take steps to continue his coverage under any benefits plan during the notice period or otherwise provide payment in lieu of the Corporation’s share of the premium costs of benefits during such period. If Mr. Bardua was terminated for cause, as set out in his employment agreement, then he would not be entitled to any notice, salary, benefits or pay in lieu of notice after the effective date of such termination. If Mr. Bardua was terminated by reason of illness or mental or physical disability that rendered him incapable of performing his duties, he would be entitled to an amount equal to 18 months’ base salary. If Mr. Bardua was terminated within 12 months after a change of control of Avigilon occurred, as defined in his employment agreement, then he would be entitled to payment of an amount equal to 18 months’ base salary. If

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Mr. Bardua had been terminated for change of control as of December 31, 2012, he would have been entitled to a payment of $285,000.

Bryan Schmode entered into an employment agreement with Avigilon, which includes provisions regarding confidentiality, non-competition and intellectual property assignment provisions that are industry-standard as well as provisions on vacation, annual salary, commission and eligibility for benefits. In the event of a termination of his employment by Avigilon for a reason other than for cause, Mr. Schmode is entitled to the greater of notice or pay in lieu of notice of two weeks for each year of service up to a maximum of 16 weeks.

Director Compensation

The following table discloses all compensation provided to the directors, other than the directors who are also NEOs, for the Corporation’s most recently completed financial year ending December 31, 2012:

Name Fees earned ($)

Share-based awards ($)

Option-based

awards ($)

Non-equity incentive plan compensation

($)

Pension value ($)

All other compensation

($)

Total ($)

Wan Jung Nil Nil Nil Nil Nil Nil Nil Bruce Marginson Nil Nil Nil Nil Nil Nil Nil Harry Jaako Nil Nil Nil Nil Nil Nil Nil Murray Tevlin Nil Nil Nil Nil Nil Nil Nil Note: (1) Because vesting occurred prior to the shares of the Corporation being listed for trading, this dollar amount shown has been calculated based

on the December 31, 2012 closing price of $11.70.

Outstanding share-based awards and option-based awards for the directors, other than the directors who are also NEOs, of the Corporation as at the year ended December 31, 2012 are set out in the following table:

Option-based Awards Share-based Awards

Name Number of Securities

underlying unexercised options (#)

Option exercise price ($)

Option expiration date

Value of unexercised in-

the-money options ($)

Number of shares or units of

shares that have not vested (#)

Market or payout value

of share-based awards that

have not vested ($)

Market or payout value of

vested share based awards

not paid out or distributed ($)

Wan Jung 380,000 $1.00 May 16, 2013 n/a Nil n/a n/a Bruce Marginson 100,000 $1.00 June 18, 2013 n/a Nil n/a n/a Harry Jaako 100,000 $1.00 June 18, 2013 n/a Nil n/a n/a Murray Tevlin 100,000 $4.00 August 18, 2016 n/a Nil n/a n/a Note: (1) Amounts shown in the “Value of unexercised in-the-money options” have been calculated based on the December 31, 2012 closing price of

$11.70.

The following table discloses incentive plan awards for the year ended December 31, 2012:

Name Option-based awards Value vested during the year

($)

Share-based awards Value vested during the year

($)

Non-equity incentive plan compensation

Value earned during the year ($)

Wan Jung nil nil nil Bruce Marginson nil nil nil Harry Jaako nil nil nil Murray Tevlin nil nil nil

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No current or former executive officer, director or employee of the Corporation or any of its subsidiaries, or any proposed nominee for election as a director of the Corporation, or any associate or affiliate of any such executive officer, director, employee or proposed nominee, is or has been indebted to the Corporation or any of its

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subsidiaries, or to any other entity that was provided a guarantee, support agreement, letter of credit or other similar arrangement by the Corporation or any of its subsidiaries in connection with the indebtedness, at any time since the beginning of the most recently completed financial year of the Corporation.

MANAGEMENT CONTRACTS

Other than as set forth in this Management Proxy Circular, management functions of the Corporation or any subsidiary of the Corporation are not, to any substantial degree, performed by a person other than the directors or executive officers of the Corporation or its subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Management Proxy Circular, no informed person of the Corporation, no proposed nominee for election as a director of the Corporation and no associate or affiliate of any such informed person or proposed nominee has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction that, in either case, has materially affected or will materially affect the Corporation or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set forth in this Management Proxy Circular, no director or executive officer of the Corporation at any time since the beginning of the Corporation’s most recently completed financial year, no proposed nominee for election as a director of the Corporation and no associate or affiliate of any of such persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting, except for any interest arising from the ownership of shares of the Corporation where the shareholder will receive no extra or special benefit or advantage not shared on a pro-rata basis by all holders of shares in the capital of the Corporation.

SHAREHOLDER PROPOSALS

The Corporation must receive, by no later than March 21, 2014, any proposal for any matter that a person entitled to vote at an annual meeting proposes to raise at the next annual meeting of shareholders of the Corporation.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s comparative financial statements and Management’s Discussion and Analysis (“MD&A”) for its most recently completed financial year, which are available on SEDAR at www.sedar.com along with additional information relating to the Corporation.

To request copies of the Corporation’s financial statements and MD&A, please contact the Chief Financial Officer of the Corporation, at 4th Floor, 858 Beatty Street, Vancouver, British Columbia, V6B 1C1.

SCHEDULE “A”

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

1. Board of Directors

(a) Disclose the identity of directors who are independent.

The Board of Directors considers that three of the five current directors, i.e. a majority, are independent according to the definition of “independence” set out in NI 52-110. The three directors considered independent are Bruce Marginson, Harry Jaako and Murray Tevlin.

(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.

Alexander Fernandes is the President and Chief Executive Officer and is therefore considered not to be independent. Wan Jung is the former Chief Financial Officer and is therefore considered not to be independent.

(c) Disclose whether or not a majority of directors are independent. If a majority of directors are not independent, describe what the board of directors (the board) does to facilitate its exercise of independent judgement in carrying out its responsibilities.

As described in (a) and (b) above, the Board of Directors considers that a majority of the directors are independent according to the definition of “independence” set out in NI 52-110.

(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.

The following directors of the Corporation are also directors of the following other reporting issuers:

Name of Director of the Corporation Names of Other Reporting Issuers

Alexander Fernandes n/a Wan Jung Javelle Capital Corp.

Network Media Group Inc. Bruce Marginson n/a Harry Jaako British Columbia Discovery Fund (VCC) Inc.

Noble Iron Inc. (formerly Texada Software Inc.) TMX Group Limited Vigil Health Solutions Inc.

Murray Tevlin n/a

(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year. If the independent directors do not hold such meetings, describe what the board does to facilitate open and candid discussion among its independent directors.

Meetings of independent directors are not regularly scheduled but communication among this group occurs on an ongoing basis as needs arise from regularly scheduled meetings of the Board. The number of these informal meetings has not been recorded, but it would not be less than four in the fiscal year that commenced on January 1, 2012. The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board with a level of independence of the Corporation’s management.

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(f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe his or her role and responsibilities. If the board has neither a chair that is independent nor a lead director that is independent, describe what the board does to provide leadership for its independent directors.

Throughout 2012, Alexander Fernandes acted as the Chair of the Board and is not considered to be an independent director. Harry Jaako has been appointed the Lead Director and his role is defined in the Corporation’s Lead Director Position Description, which is available on SEDAR.

(g) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.

The following tables set out the number of meetings held by the Board of Directors and committees of the Board for the period commencing January 1, 2012 and expiring December 31, 2012.

Summary of Attendance of Directors at Meetings

Directors Board Meetings Audit Committee Meetings Compensation and Corporate Governance Committee

Meetings Alexander Fernandes 7 of 7 n/a n/a Wan Jung 7 of 7 n/a n/a Bruce Marginson 6 of 7 3 of 4 2 of 2 Harry Jaako 6 of 7 4 of 4 2 of 2 Murray Tevlin 6 of 7 4 of 4 2 of 2

2. Board Mandate

Disclose the text of the board’s written mandate. If the board does not have a written mandate, describe how the board delineates its role and responsibilities.

The Board Mandate sets out the Board’s purpose, organization, duties and responsibilities. A copy of the Board Mandate is attached as Appendix “A” to the Statement of Corporate Governance Practices.

3. Position Descriptions

(a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee. If the board has not developed written position descriptions for the chair and/or the chair of each board committee, briefly describe how the board delineates the role and responsibilities of each such position.

While the Corporation does not have a written job description for the Chair of the Board of Directors or the Chair of each of the Board’s committees, their responsibilities are outlined in the Board Mandate or applicable Committee Charter. Accordingly, each Chair is charged with the responsibility of ensuring that the Board or committee being chaired conduct their affairs in accordance with the applicable mandate or charter.

(b) Disclose whether or not the board and CEO have developed a written position description for the CEO. If the board and CEO have not developed such a position description, briefly describe how the board delineates the role and responsibilities of the CEO.

The Board has developed a written position description for the Chief Executive Officer.

4. Orientation and Continuing Education

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(a) Briefly describe what measures the board takes to orient new directors regarding

(i) the role of the board, its committees and its directors, and

(ii) the nature and operation of the issuer’s business.

In accordance with the Board Mandate, the Board of Directors provides an orientation and education program for new recruits to the Board as well as continuing education on topics relevant to all directors. When a new director is added, he or she will have the opportunity to become familiar with the Corporation by meeting with the other directors and with officers and employees of the Corporation. As each director has a different skill set and professional background, orientation and training activities will be tailored to the particular needs and experience of each director.

(b) Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors.

See (a) above.

5. Ethical Business Conduct

(a) Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code:

(i) disclose how a person or company may obtain a copy of the code;

(ii) describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and

(iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.

The Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code”) which is available on SEDAR at www.sedar.com under the Corporation’s name. The Code summarizes the legal, ethical and regulatory standards that the Corporation must follow and is a reminder to the directors, officers and employees of the seriousness of that commitment. Compliance with the Code and high standards of business conduct is mandatory for every director, officer and employee of the Corporation.

The Board of Directors and Audit Committee oversee compliance with the Code. The Code is included in the orientation of new employees and provided to existing directors, officers and employees on an on-going basis. Directors, officers and employees must promptly report, in person or in writing, any known or suspected violations of laws, governmental regulations or the Code to the Board of Directors. In accordance with the Corporation’s Whistleblower policy, such reporting is anonymous.

(b) Describe any steps the board takes to ensure directors exercise independent judgement in considering transactions and agreements in respect of which a director or executive officer has a material interest.

The Corporation is established under and is therefore governed by the provisions of the Canada Business Corporations Act (the “CBCA”). Pursuant to the CBCA (and as confirmed in the Code),

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a director or officer of the Corporation must disclose to the Corporation in writing or by requesting that it be entered in the minutes of meetings of the board, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer: (a) is a party to the contract or transaction; (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (c) has a material interest in a party to the contract or transaction. The interested director cannot vote on any resolution to approve the contract or transaction.

(c) Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.

See (a) and (b) above.

6. Nomination of Directors

(a) Describe the process by which the board identifies new candidates for board nomination.

The Board of Directors as a whole is responsible for identifying and recommending new candidates, having regard to the appropriate size of the Board of Directors and the necessary competencies and skills of the Board of Directors as a whole and of each director individually. New nominees should have a track record in general business management, special expertise in an area of strategic interest to the Corporation, and the ability to devote the time required.

(b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. If the board does not have a nominating committee composed entirely of independent directors, describe what steps the board takes to encourage an objective nomination process.

The Board does not currently have a Nominating Committee. Given the size of the current board, the Board as a whole considers the areas of expertise required by the Board to run the Corporation effectively and targets potential directors who fit these requirements. While there some non-independent directors involved in decisions relating to the nomination of directors, the Company believes it is able to encourage an objective nomination process because the majority of the board of directors is independent.

(c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.

Not applicable.

7. Compensation

(a) Describe the process by which the board determines the compensation for the issuer’s directors and officers.

The Compensation and Corporate Governance Committee is charged with the responsibility of reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and to determine and approve the CEO’s compensation level. The Compensation and Corporate Governance Committee determines the cash and non-cash compensation of the Corporation’s executive officers and also makes recommendations to the Board of Directors with respect to compensation for non-employee directors. The foregoing includes a review of the relationship of executive compensation to corporate performance and relative shareholder return, and, additionally in the case of the CEO, the value of similar incentive awards given to CEOs at comparable companies and the awards given to the Corporation’s CEO in past years, except to the extent already addressed in any existing officer contracts or as may be required to comply with applicable tax laws.

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(b) Disclose whether or not the board has a compensation committee composed entirely of independent directors. If the board does not have a compensation committee composed entirely of independent directors, describe what steps the board takes to ensure an objective process for determining such compensation.

During 2012, the Compensation and Corporate Governance Committee was composed entirely of independent directors.

(c) If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.

In addition to (a) above, the Compensation and Corporate Governance Committee will also: (i) review and approve all employment agreements, separation and severance agreements, and other compensatory contracts, arrangement, perquisites and payments for senior officers to ensure such agreements are consistent with the Corporation’s general compensation goals; (ii) grant incentive stock options to the Corporation’s employees, officers, consultants and directors, under the Corporation’s stock option plan, make recommendations to the Board of Directors with respect to amendments to the stock option plan and the implementation of any other equity based compensation plan; and (iii) periodically review and make recommendations to the board of directors concerning the Corporation’s incentive-compensation and equity-based plans.

Additionally, as required by securities regulations, the Compensation and Corporate Governance Committee produces annually a report on executive officer compensation.

(d) If a compensation consultant or advisor has, at any time since the beginning of the issuer’s most recently completed financial year, been retained to assist in determining compensation for any of the issuer’s directors and officers, disclose the identity of the consultant or advisor and briefly summarize the mandate for which they have been retained. If the consultant or advisor has been retained to perform any other work for the issuer, state that fact and briefly describe the nature of the work.

During the fiscal year ended December 31, 2012, no outside consultant or advisor was retained by the Corporation.

8. Other Board Committees

If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Corporation does not have any other standing committee, other than as disclosed above.

9. Assessments

Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.

The Compensation and Corporate Governance Committee will review, at least annually, the effectiveness of the Board of Directors, all Board committees, and management, and provide recommendations for improvements and develop and recommend to the Board of Directors for its approval an annual self-evaluation process of the Board of Directors and its committees. The Compensation and Corporate Governance Committee oversees the annual self-evaluation and may make recommendations to the Board of Directors for any improvements that the Compensation and Corporate Governance Committee may deem appropriate in its sole discretion.

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APPENDIX “A”

BOARD MANDATE I. ROLE AND RESPONSIBILITIES

1. The Board of Directors (the “Board”) is responsible for the stewardship of Avigilon Corporation (the “Corporation”). This requires the Board to oversee the conduct of the business and supervise management, which is responsible for the day-to-day conduct of the business.

2. The Board is responsible for the adoption of a strategic planning process and the approval and review, at least annually, the Corporation’s strategic business plan proposed by management, including a statement of the vision, mission and values, and to adopt such a plan with such changes as the Board deems appropriate. The plan and discussion which takes into account, among other things, the opportunities and risks of the business must be presented to the Board so as to provide enough time for management to resubmit and review the plan and incorporate a budget that takes into account the strategic objectives of the Corporation.

3. The Board shall hold meetings on at least a quarterly basis.

4. The Board shall review and measure corporate performance against strategic plans, senior management objectives, financial plans and quarterly budgets.

5. The Board is responsible for the identification of the principal risks of the Corporation’s business and overseeing the implementation of appropriate systems to manage these risks.

6. The Board is responsible for succession planning, including appointing, training and monitoring senior management and, in particular, the CEO.

7. The Board is responsible for satisfying itself as to the integrity of the CEO and other senior officers and that the CEO and the other senior officers create a culture of integrity throughout the Corporation.

8. The Board is responsible for the Corporation’s communication policies, which:

(a) address how the Corporation interacts with analysts, investors, other key stakeholders and the public;

(b) contain measures for the Corporation to comply with its continuous and timely disclosure obligations and to avoid selective disclosure; and

(c) are reviewed at least annually.

9. The Board is responsible for the integrity of the Corporation’s internal control and management information systems.

10. The Board is responsible for acting in accordance with all applicable laws, the Corporation’s Articles and the Corporation’s Code of Business Conduct and Ethics.

11. The Board and each individual director is responsible for acting in accordance with the obligations imposed by the Canada Business Corporations Act. In exercising their powers and discharging their duties, each director shall:

(a) act honestly and in good faith with a view to the best interests of the Corporation;

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;

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(c) exercise independent judgement regardless of the existence of relationships or interests which could interfere with the exercise of independent judgement; and

(d) disclose to the Corporation, in writing or by having it entered in the minutes of meetings of directors, the nature and extent of any interest that the director has in a material contract or material transaction, whether made or proposed, with the Corporation if the director is a party to the contract or transaction, is a director or officer, or an individual acting in a similar capacity, of a party to the contract or transaction, or, has a material interest in a party to the contract or transaction; and such director shall refrain from voting on any resolution to approve such contract or transaction unless it relates to the directors’ remuneration in that capacity, is for the directors’ indemnity or insurance or is a contract or transaction with an affiliate; and

(e) demonstrate a willingness to listen as well as to communicate their opinions, openly and in a respectful manner.

12. The Board and each individual director is responsible for making all reasonable efforts to attend meetings of the Board as required, and to review in advance all meeting materials distributed in connection therewith.

13. The Board has the authority to appoint a managing director or to establish committees and appoint directors to act as managing director or to be members of these committees. The Board may not delegate to such managing director or committees the power to:

(a) submit to the shareholders any question or matter requiring the approval of the shareholders;

(b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;

(c) issue securities, except as authorized by the directors;

(d) issue shares of a series, except as authorized by the directors;

(e) declare dividends;

(f) purchase, redeem or otherwise acquire shares issued by the Corporation;

(g) pay a commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares;

(h) approve a management proxy circular, take-over bid circular or directors’ circular;

(i) approve financial statements to be put before the shareholders; and

(j) adopt, amend or repeal bylaws.

14. The matters to be delegated to committees of the Board and the constitution of such committees are to be assessed annually or more frequently, as circumstances require. From time to time the Board may create an ad hoc committee to examine specific issues on behalf of the Board. The following are the current committees of the Board:

(a) the Audit Committee, consisting of not less than three directors, each of whom must be an “unrelated or “independent” director under applicable securities laws and stock exchange rules. The role of the Audit Committee is to provide oversight of the Corporation’s financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Corporation, its subsidiaries and associated companies.

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(b) the Compensation and Corporate Governance Committee, consisting of not less than three directors, each of whom must be an “unrelated” or “independent” director under applicable securities laws and stock exchange rules. The role of the Compensation and Corporate Governance Committee is to:

(i) develop and monitor the effectiveness of the Corporation’s system of corporate governance;

(ii) establish procedures for the identification of new nominees to the Board and lead the candidate selection process;

(iii) develop and implement orientation procedures for new directors;

(iv) assess the effectiveness of directors, the Board and the various committees of the Board;

(v) ensure appropriate corporate governance and the proper delineation of the roles, duties and responsibilities of management, the Board, and its committees; and

(vi) assist the Board in setting the objectives for the CEO and evaluating CEO performance.

(vii) establish a remuneration and benefits plan for directors, senior management and other key employees;

(viii) review the adequacy and form of compensation of directors and senior management;

(ix) establish a plan of succession;

(x) undertake the performance evaluation of the CEO in consultation with the Chair of the Board, if not the CEO; and

(xi) make recommendations to the Board.

II. COMPOSITION

1. From time to time the Board or an appropriate committee of the Board shall review the size of the Board to ensure that the size facilitates effective decision-making.

2. The Board shall be composed of a majority of directors who qualify as “unrelated” or “independent” directors under applicable securities laws and applicable stock exchange rules. The determination of whether an individual director is “unrelated” or “independent” is the responsibility of the Board.

3. If at any time the Corporation has a shareholder with the ability to exercise a majority of the votes for the election of the Board (a “Significant Shareholder”), the Board will include a number of directors who do not have interests in or relationships with either the Corporation or such Significant Shareholder and who fairly reflects the investment in the Corporation by shareholders other than such Significant Shareholder.

4. The Board should, as a whole, have the following competencies and skills:

(a) knowledge of the security industry;

(b) knowledge of current corporate governance standards;

(c) technical and market knowledge sufficient to understand the challenges and risks associated with the development of the Corporation; and

(d) financial and accounting expertise.

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III. PROCEDURES TO ENSURE EFFECTIVE OPERATION

1. The Board recognizes the importance of having procedures in place to ensure the effective and independent operation of the Board.

2. If the Chair of the Board is not a member of management, the Chair shall be responsible for overseeing that the Board discharges its responsibilities. If the Chair is a member of management, responsibility for overseeing that the Board discharges its responsibility shall be assigned to a non-management director.

3. The Board has complete access to the Corporation’s management. The Board shall require timely and accurate reporting from management and shall regularly review the quality of management’s reports.

4. An individual director may engage an external adviser at the expense of the Corporation in appropriate circumstances. Such engagement is subject to the approval of the Corporate Governance and Nominating Committee.

5. The Board shall provide an orientation and education program for new recruits to the Board as well as continuing education on topics relevant to all directors.

6. The Board shall institute procedures for receiving shareholder feedback.

7. The Board requires management to run the day-to-day operations of the Corporation, including internal controls and disclosure controls and procedures.

8. The Board sets appropriate limits on management’s authority. Accordingly, the following decisions require the approval of the Board:

(a) the approval of the annual and quarterly (unless delegated to the Audit Committee) financial statements;

(b) the approval of the annual budget;

(c) any equity or debt financing, other than debt incurred in the ordinary course of business such as trade payables;

(d) entering into any license, strategic alliance, partnership or other agreement outside the ordinary course of business;

(e) the acquisition and assignment of material assets (including intellectual property and fixed assets) outside of the ordinary course of business;

(f) the creation of subsidiaries;

(g) the creation of new Company bank accounts;

(h) payment of dividends;

(i) proxy solicitation material;

(j) projected issuances of securities from treasury by the Corporation as well as any projected redemption of such securities;

(k) any material change to the business of the Corporation;

(l) the appointment of members on any committee of the Board;

(m) capital expenditures in excess of 10% outside of the annual budget;

(n) entering into any professional engagements where the fee is likely to exceed 10% outside of the annual budget.

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(o) entering into any arrangements with banks or other financial institutions relative to borrowing (either on a term or revolving basis) of amounts in excess of 10% outside the annual budget;

(p) entering into any guarantee or other arrangement such that the Corporation is contingently bound financially or otherwise in excess of 10% other than product guarantees outside the annual budget;

(q) the appointment or discharge of any senior officer of the Corporation;

(r) entering into employment contracts with any senior officers; and

(s) initiating or defending any law suits or other legal actions.

9. The Board, together with the CEO and with the assistance of the Corporate Governance and Compensation Committee, shall develop position descriptions for the CEO. The Board, together with the CEO, shall also approve or develop the corporate objectives that the CEO is responsible for meeting and the Board shall assess the CEO against these objectives.