To: Wi-LAN Inc. Shareholders
Re: Clarification of Chief Executive Officer Compensation

Following the mailing of WiLAN's management information circular for our April
19, 2012 annual shareholders' meeting, it appears that clarification of certain
elements of our CEO's compensation as disclosed in the Circular would be helpful
to shareholders.

In particular, the following relates to the disclosure under the heading "CEO
Compensation" beginning at page 12 of the Circular:

1. the CEO's annual grant of options to purchase WiLAN common shares will be
tied to the CEO meeting corporate targets from its operating plan that will be
disclosed in future WiLAN management information circulars;

2. the determination of annual incentives to be paid to the CEO from 2013
onwards against the target of 80,000 restricted stock units and/or the cash
equivalent of those restricted stock units based on a share price of $5.50, will
be tied to the CEO meeting performance criteria and adjusted on a pro-rated
basis for actual performance, all of which will be disclosed in future WiLAN
management information circulars; and

3. any exceptional bonus to be paid to the CEO from 2013 onwards, whether paid
in cash and/or restricted stock units, will be at the discretion of WiLAN's
Board of Directors based on recommendations from the Board's Compensation
Committee and will be subject to a maximum of $260,000 in value, with the
rationale for the payment of any such exceptional bonus to be disclosed in
future WiLAN management information circulars.

For additional details relating to WiLAN's executive compensation, please refer
to the information contained in WiLAN's management information circular that was
mailed to shareholders on March 26, 2012.

April 3, 2012.
Wi-LAN Inc.
(signed) Prashant R. Watchmaker
Prashant R. Watchmaker
Vice-President, Corporate Legal & Corporate Secretary