Amendments to the Company's By Laws

WiLAN also announced that its Board of Directors has approved certain amendments to the Company’s By Laws (collectively, the “Amendments”), including certain housekeeping matters, changing references to “Alberta” and the “Business Corporations Act of Alberta” in the Company’s current By Law No. 1 to “Canada” and the CBCA. The Amendments also increase quorum for Board meetings generally from two directors to a majority of the Board.

The Amendments introduce an advance notice requirement in connection with shareholders intending to nominate Board members other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the “CBCA”); or (ii) a shareholder proposal made pursuant to the provisions of the CBCA. For an annual shareholders’ meeting, notice must be given to the Company not less than 30 nor more than 65 days prior to the date of the meeting (provided that, if the meeting is to be held less than 50 days after the date on which the first public announcement of the meeting’s date was made, then notice must be given to the Company not later than the close of business on the 10th day following such public announcement). For a special shareholders’ meeting which is not also an annual meeting, notice to the Company must be made not later than the close of business on the 15th day.

Prior to the adoption of the Amendments, quorum for the conduct of business at a shareholder meeting, generally, was established if there were two persons present at the opening of the meeting entitled to vote either as shareholders or as proxy holders and holding or representing more than 10% of the outstanding shares entitled to vote at that meeting. The Amendments require that such persons must now hold or represent not less than 25% of the outstanding shares entitled to vote at that meeting.

The Amendments also provide that, for any shareholders’ meeting where one of the purposes for the meeting is the election of directors, if nominations for directors made by shareholders could result in the persons who were directors immediately prior to that meeting ceasing to represent a majority of the Board of Directors following that meeting (other than pursuant to a change of control of the Company), then a quorum of shareholders would be at least two persons present in person and entitled to vote at the meeting who, together, hold or represent by proxy at least a majority of the issued and outstanding shares of the Company entitled to be voted at such meeting.

In the absence of an enhanced quorum for the transaction of business at any meeting where the enhanced quorum is required, those present and entitled to vote shall constitute a quorum for the purpose of (i) conducting all business other than for the election of directors, and (ii) the adjourning of such meeting. The meeting may be adjourned no more than twice for an aggregate of no more than 65 days. If an enhanced quorum is not present at the opening of the second adjourned meeting, if any, those shareholders present and entitled to vote at that adjourned meeting will constitute quorum for the transaction of business, including the election of directors, at the adjourned meeting.

The Amendments are effective immediately and will be placed before shareholders for ratification at the annual and special meeting of shareholders of the Company currently scheduled for April 23, 2014 (the “2014 Meeting”). A copy of the Amendments will be filed under the Company’s profile at www.sedar.com.

The Amendments are in effect until they are confirmed, confirmed as amended or rejected by shareholders at the 2014 Meeting and, if the Amendments are confirmed at the 2014 Meeting, they will continue in effect in the form in which they were so confirmed.