6-K

NOTICE OF ORIGINATING APPLICATION TO THE COURT OF QUEEN’S BENCH OF ALBERTA

The board of directors (the “Board”) of SMART Technologies Inc. (“SMART” or the “Corporation”) invites you to attend a special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (“Common Shares”) in the capital of SMART called pursuant to an interim order of the Court of Queen’s Bench of Alberta (the “Court”), to be held at the offices of the Corporation located at 3636 Research Road NW, Calgary, Alberta T2L 1Y1, at 2:00 p.m. (MDT) on Friday, July 22, 2016.

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve a special resolution (the “Arrangement Resolution”) in respect of an arrangement (the “Arrangement”) to effect a transaction pursuant to which 689522 N.B. Ltd. (“AcquisitionCo”), a subsidiary of Foxconn Singapore (Pte.) (“Foxconn”), will acquire all of the issued and outstanding Common Shares for a purchase price of U.S.$4.50 per Common Share (the “Cash Consideration”) in accordance with the terms of an arrangement agreement dated May 26, 2016 among SMART, AcquisitionCo and Foxconn (the “Arrangement Agreement”).

Further details on the Arrangement can be found in the management information circular accompanying this letter (the “Circular”) under the headings “The Arrangement” and “The Arrangement Agreement”.

Evercore Partners Canada Ltd. (the “Financial Advisor”) has provided to the Board an opinion (the “Fairness Opinion”) to the effect that, as of May 26, 2016, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Cash Consideration to be paid to the SMART Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the SMART Shareholders. The complete text of the Fairness Opinion is attached to the Circular as Appendix “D”.

The Board, after consulting with its advisors, and after careful consideration of, among other things, the Fairness Opinion and other relevant matters as set forth herein, has unanimously: (i) determined that the Arrangement is in the best interests of SMART; (ii) determined that the Arrangement is fair to the SMART Shareholders; (iii) approved the Arrangement, the Arrangement Agreement and the transactions contemplated thereby; and (iv) resolved to recommend that SMART Shareholders vote in favour of the Arrangement Resolution.

The Board unanimously recommends

that you vote IN FAVOUR of the Arrangement Resolution.

All of the directors and executive officers of SMART and certain SMART Shareholders beneficially owning or exercising control or direction over approximately 68% of the Common Shares (calculated on a non-diluted basis) have entered into lock-up agreements with AcquisitionCo and Foxconn pursuant to which they have agreed, on the terms and conditions specified therein, to vote their Common Shares in favour of the Arrangement Resolution.

In order to proceed, the Arrangement Resolution must be approved by at least 66²⁄₃% of the votes cast by all Shareholders, present in person or represented by proxy at the Meeting.

Subject to receiving the approval of the Shareholders and the Court, and subject to the satisfaction or waiver of the other conditions to completion of the Arrangement, the Arrangement is currently anticipated to be completed in the second quarter of SMART’s fiscal year 2017.

Included with this letter is a Notice of Special Meeting of Shareholders and the Circular. The Circular contains, among other things, a detailed description of the Arrangement, the background to, and reasons for, the Arrangement and the Arrangement Resolution. A copy of the Arrangement Agreement, including the Plan of Arrangement, is attached as Appendix “B” to the Circular. We encourage you to consider carefully all of the information in the Circular. If you require assistance, you should consult your financial, legal or other professional advisors.

On behalf of the Board, I would like to express our gratitude for the support our Shareholders have demonstrated in the past and with respect to our decision to proceed with the Arrangement. We look forward to seeing you at the Meeting.

TAKE NOTICE THAT a Special Meeting (the “Meeting”) of the shareholders (“Shareholders”) of SMART Technologies Inc. (the “Corporation”) will be held at the offices of the Corporation located at 3636 Research Road NW, Calgary, Alberta T2L 1Y1, at 2:00 p.m. (MDT) on Friday, July 22, 2016 for the following purposes:

Information relating to matters to be acted upon by the Shareholders at the Meeting is set forth in the accompanying Circular. Only Shareholders of record as at the close of business on June 20, 2016 are entitled to receive notice of the SMART Meeting.

Pursuant to the interim order of the Court of Queen’s Bench of Alberta (the “Court”) dated June 17, 2016 (the “Interim Order”), registered Shareholders have been granted the right to dissent in respect of the Arrangement Resolution in accordance with the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. A Shareholder’s right of dissent is more particularly described in the accompanying Information Circular. If the Arrangement becomes effective, a registered Shareholder who validly dissents (a “Dissenting Shareholder”) will be entitled to be paid the fair value for such Dissenting Shareholder’s Common Shares. To exercise such right, a Dissenting Shareholder must send to the Corporation a written objection to the Arrangement Resolution, which written objection must be received by the Corporation, c/o Bennett Jones LLP, 4500 Bankers Hall East, 855 – 2nd Street S.W., Calgary, Alberta, T2P 4K7, Attention: Michael Mysak, by 9:00 a.m. (Calgary time) on July 21, 2016 (or the business day which is one business day preceding the date of the SMART Meeting if the SMART Meeting is not held on July 22, 2016). Failure to strictly comply with the requirements set forth in section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement, may result in a loss of any right of dissent.

Persons who are beneficial Shareholders (“Beneficial Shareholders”) registered in the name of a nominee such as a broker, investment dealer, bank, trust company or other nominee (each, a “Nominee”) who wish to dissent should be aware that only registered Shareholders are entitled to dissent. Accordingly, a Beneficial Shareholder who wishes to exercise the right of dissent must make arrangements for such beneficially-owned Common Shares to be registered in the Beneficial Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Corporation, or, alternatively, make arrangements for the registered holder of such Common Shares to dissent on behalf of the Beneficial Shareholder. Please see the sections entitled “Information Regarding Proxies and Voting at the SMART Meeting” and “Rights of Dissenting SMART Shareholders” in the Information Circular for more details.

Subject to the requisite approval of the Arrangement Resolution by the Shareholders at the Meeting, the hearing in respect of the final order is scheduled to take place on July 26, 2016 at 2:00 p.m. (Calgary time) at the Court of Queen’s Bench of Alberta, Calgary Courts Centre, 601 – 5^th Street S.W., Calgary, Alberta, or as soon thereafter as is reasonably practicable (the “Final Order”). At the hearing for the Final Order, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement either as proposed or as amended

in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. At the hearing, any Shareholder or other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court a notice of intention to appear in accordance with the Alberta Rules of Court, serving such notice upon the solicitors of the Corporation on or before 12:00 p.m. (Calgary time) on July 18, 2016 and satisfying any other requirements as provided in the Interim Order. Please see the Interim Order attached as Appendix “C” to the Circular for further details.

Shareholders may attend the SMART Meeting in person or may be represented by proxy. Shareholders who are unable to attend the SMART Meeting in person are requested to complete, sign, date and return the enclosed form of proxy. To be valid and able to be acted upon at the SMART Meeting, forms of proxy must be completed, signed and deposited with Computershare Trust Company of Canada by no later than 2:00 p.m. (Calgary time) on July 20, 2016 or not later than 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the SMART Meeting. Late proxies may be accepted or rejected by the Chairman of the SMART Meeting in his sole discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

The Circular will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. The Circular will be mailed to all Shareholders.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Michael J. Mueller”

Chairman

SMART TECHNOLOGIES INC., 689522 N.B. LTD., FOXCONN SINGAPORE (PTE)., AND THE

NOTICE IS HEREBY GIVEN that an originating application (the “Application”) has been filed with the Court of Queen’s Bench of Alberta, Judicial Centre of Calgary (the “Court”), on behalf of SMART Technologies Inc. (“SMART”) with respect to a proposed arrangement (the “Arrangement”) under section 193 of the Business Corporations Act, R.S.A. 2000, c. B-9, as amended (the “ABCA”), involving SMART, 689522 N.B. Ltd. (“AcquisitionCo”), Foxconn Singapore (Pte)., and the holders of common shares (the “Common Shares”) in the capital of SMART (the “Shareholders”). The Arrangement is described in greater detail in the management information circular of SMART dated June 17, 2016 (the “Circular”) accompanying this Notice of Originating Application.

AND NOTICE IS FURTHER GIVEN that the said Application is directed to be heard before a Justice of the Court, at the Calgary Courts Centre, 601 – 5^th Street, S.W., Calgary, Alberta, on July 26, 2016 at 2:00 (Calgary time) or as soon thereafter as counsel may be heard. Any Shareholder or other interested party desiring to support or oppose the Application may appear at the time of the hearing in person or by counsel for that purpose provided that such Shareholder or other interested party files with the Court and serves upon SMART on or before 12:00 p.m. (Calgary time) on July 18, 2016, a notice of intention to appear (the “Notice of Intention to Appear”) setting out such Shareholder’s or interested party’s address for service and indicating whether such Shareholder or interested party intends to support or oppose the Application or make submissions, together with any evidence or materials which are to be presented to the Court. Service on SMART is to be effected by delivery to its solicitors at the address set forth below.

AND NOTICE IS FURTHER GIVEN that, at the hearing and subject to the foregoing, Shareholders and any other interested parties will be entitled to make representations as to, and the Court will be requested to consider, the fairness of the Arrangement. If a Shareholder does not attend, either in person or by counsel, at that time, the Court

may approve or refuse to approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court may deem fit, without any further notice.

AND NOTICE IS FURTHER GIVEN that the Court, by the Interim Order, has given directions as to the calling and holding of a special meeting of the Shareholders for the purpose of, amongst other things, voting upon a special resolution to approve the Arrangement and, in particular, has directed that registered Shareholders have the right to dissent in respect of the Arrangement pursuant to the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement.

AND NOTICE IS FURTHER GIVEN that further notice in respect of these proceedings will only be given to those persons who have filed a Notice of Intention to Appear.

AND NOTICE IS FURTHER GIVEN that a copy of the said Application and other documents in the proceedings will be furnished to any Shareholder or other interested party requesting the same by the under-mentioned solicitors for SMART upon written request delivered to such solicitors as follows:

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Michael J. Mueller”

Chairman

Unless the context indicates otherwise, the following terms shall have the meanings set out below when used in this management information circular (this “Information Circular”). Terms and abbreviations used in the Appendices to this Information Circular are defined separately and the terms and abbreviations defined below are not used therein, unless otherwise indicated.

“ABCA” means the Business Corporations Act, R.S.A. 2000, c. B-9, as may be from time to time amended, re-enacted or replaced and includes any regulations made thereunder;

“Acquisition” means the acquisition by AcquisitionCo of all of the issued and outstanding securities of SMART;

“Acquisition Proposal” means any direct or indirect proposal, inquiry or offer (written or oral) from any third party or group relating to:

“Annual Report” means the annual report on form 20-F of SMART for the year ended March 31, 2016;

“Arrangement” means the arrangement under the provisions of section 193 of the ABCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the provisions of the Arrangement Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of SMART and the Purchaser, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement among SMART, AcquisitionCo and the Purchaser dated May 26, 2016 providing for, among other things, the Plan of Arrangement and the Arrangement and all amendments thereto, a copy of which is attached as Appendix “B” to this Information Circular;

“Arrangement Resolution” means the special resolution to approve the Arrangement to be presented to the SMART Shareholders at the SMART Meeting, substantially in the form set forth in Appendix “A” hereto;

“Articles of Arrangement” means the articles of arrangement of SMART in respect of the Arrangement required under subsection 193(10) of the ABCA to be filed with the Registrar after the Final Order has been granted giving effect to the Arrangement, and which shall otherwise be in a form and content satisfactory to SMART and the Purchaser, each acting reasonably;

“Board” means the board of directors of SMART, as constituted from time to time;

“Business” means the business now carried on, collectively, by SMART and the SMART Subsidiaries, being a provider of technology that relates to: software, interactive displays, electronic white-boards, other hardware and services, such technology for facilitating collaboration and teaching in both of the education and business environments;

“business day” means any day, other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta or Republic of China (Taiwan);

“Cash Consideration” means the cash amount to be paid for each Common Share pursuant to the terms of the Arrangement, being U.S.$4.50 per Common Share;

“Certificate of Arrangement” means the certificate or proof of filing to be issued by the Registrar pursuant to subsection 193(11) or subsection 193(12) of the ABCA in respect of the Articles of Arrangement giving effect to the Arrangement;

“Circulation Date” means the date on which the materials for the SMART Meeting were sent or delivered to SMART Securityholders;

“Common Shares” means the common shares in the capital of SMART, and includes for greater certainty, any Common Shares issued upon the valid exercise of outstanding SMART Options;

“Confidentiality Agreement” means the confidentiality agreement between SMART and the Purchaser dated February 8, 2016;

“Consolidation” means the consolidation of the Common Shares on a one-for-ten basis, effective May 6, 2016;

“Credit Agreements” means, collectively, (a) the Term Loan Credit Agreement, dated July 31, 2013, among SMART Technologies ULC, as borrower, SMART, as parent guarantor, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto, in the principal amount of $125,000,000 and (b) ABL Credit Agreement, dated July 31, 2013, among SMART Technologies ULC, as borrower, SMART, as parent guarantor, Morgan Stanley Senior Funding, Inc., as administrative agent, and the other parties thereto, for the provision of a revolving credit loan in the principal amount of $50,000,000; and “Credit Agreement” means any one of the aforementioned agreements, individually;

“Deferred Closing Period” means the period between the date on which the conditions to closing of the Arrangement are waived or satisfied and the Effective Date, in the event that the Effective Date is deferred pursuant to the Arrangement Agreement;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement and the Interim Order;

“Dissenting Shareholders” means a registered SMART Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered SMART Shareholder;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement;

“Environment” means the natural environment (including soil, land surface or subsurface strata), surface waters, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, and any other environmental medium or natural resource and all sewer systems;

“Environmental Laws” means all Laws relating in full or in part to the protection or reclamation of the Environment, noise control, pollution and employee and public health and safety, and includes those Laws relating to the storage, generation, production, installation, use, handling, manufacture, processing, labeling, advertising, sale, display, transportation, treatment, Release and disposal of, and exposure to, Hazardous Substances;

“Exchanges” means the Toronto Stock Exchange and the NASDAQ or any other stock exchange on which the Common Shares are then listed for so long as the Common Shares remain listed on such stock exchange;

“Fairness Opinion” means the opinion from the Financial Advisor to the Board as to the fairness, from a financial point of view, of the Cash Consideration being offered under the Arrangement to the SMART Shareholders;

“Final Order” means the final order of the Court approving the Arrangement pursuant to paragraph 193(9)(a) of the ABCA, as such order may be amended by the Court at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time;

authority of any of the foregoing, (c) the Exchanges, or (d) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“Hazardous Substances” means any waste or other substance that is prohibited, listed, defined, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws or under Canada’s Workplace Hazardous Materials Information system (“WHMIS”), and specifically including petroleum and all derivatives thereof or synthetic substitutes therefor and asbestos or asbestos-containing materials or any substance which is deemed under such Environmental Laws or WHMIS to be deleterious to the Environment or worker or public health and safety or having an adverse effect upon the environment or human life or health;

“including” means including without limitation, and “include” and “includes” have corresponding meanings;

“Interim Order” means the interim order of the Court under subsection 193(4) of the ABCA providing for, among other things, the calling and holding of the SMART Meeting, as the same may be amended by the Court with the consent of SMART and the Purchaser, each acting reasonably;

“Law” or “Laws” means all laws (including common law), statutes, by-laws, rules, regulations, principles of law and equity, orders, codes, protocols, guidelines, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, Environmental Laws, Securities Laws and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws (including Environmental Laws and Securities Laws) and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or Parties or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities;

“Legal Actions” means all claims, actions, enquiries, applications, suits, demands, arbitrations, mediations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceeding, or other investigations or examinations;

“Liens” means any mortgage, charge, hypothec, prior claim, lien, pledge, assignment for security, security interest, guarantee, right of third parties or other encumbrance, or any collateral securing the payment obligations of any person, as well as any other agreement or arrangement with any similar effect whatsoever;

“Lock-Up Agreements” means the agreements with the Purchaser Parties to vote in favour of the Arrangement Resolution from each of SMART’s directors, certain officers of SMART and from certain SMART Securityholders;

“Material Adverse Effect” means any fact or state of facts, circumstance, change, effect or occurrence that individually is or in the aggregate are, or would reasonably be expected to be, material and adverse to (i) the business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise), cash flows or value of SMART and the SMART Subsidiaries (taken as a whole), or (ii) the ability of SMART to consummate the transactions contemplated hereby, including the Arrangement, without significant delay, other than any fact or state of facts, circumstance, change, effect or occurrence resulting from or arising in connection with:

provided, however, that any such event, change, occurrence, effect or state of facts referred to in paragraphs (a), (b) or (c) above does not primarily relate only to (or have the effect of primarily relating only to) SMART and the SMART Subsidiaries, taken as a whole, or disproportionately adversely affects SMART and the SMART Subsidiaries, taken as a whole, compared to other companies of similar size operating in the industries in which SMART and the SMART Subsidiaries operate; references in the Arrangement Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“Notice” means the notice of special meeting accompanying this Information Circular;

“Outside Date” means September 8, 2016, or such later date as Purchaser and SMART may agree in writing; provided that if by September 8, 2016 the condition in Section 6.2(d) of the Arrangement Agreement has not been satisfied, then the Outside Date shall be extended until the earlier to occur of (a) the third business day after the condition in Section 6.2(d) has been satisfied and (b) October 13, 2016;

“Parties” means, collectively, the Purchaser, AcquisitionCo and SMART, and “Party” means any one of the Purchaser, AcquisitionCo or SMART;

“Permit” means any license, permit, certificate, franchise, consent, order, grant, easement, variance, covenant, approval, classification, registration, exemption or other authorization of and from any person, including any Governmental Entity;

“person” includes an individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement substantially in the form set forth in Schedule “B” to Appendix “B” hereto and any amendments or variations thereto made in accordance with the provisions of the Plan of Arrangement or made at the direction of the Court with the consent of SMART and AcquisitionCo, each acting reasonably;

“Registrar” means the Registrar of Corporations duly appointed under section 263 of the ABCA;

“Regulatory Approvals” means those determinations (actual or deemed), sanctions, rulings, waivers, consents, filings, orders, registrations, exemptions, decisions, certificates, permits, no action letters and other approvals of (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made), or any registration or filing with, any Governmental Entities required or agreed upon by the Parties in connection with the Arrangement;

“Release” has the meaning prescribed in any Environmental Law and includes any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment;

“Securities Laws” means the Securities Act, all other applicable Canadian securities laws and all rules and regulations and published policies thereunder, United States federal and state securities laws and all rules and regulations and published policies thereunder and applicable stock exchange rules and listing standards of the Exchanges;

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

“SMART Assets” means all of the assets, properties, Permits, rights or other privileges (whether contractual or otherwise) of SMART and the SMART Subsidiaries;

“SMART DSUs” means the deferred share units of SMART granted under the SMART Equity Incentive Plan;

“SMART Employees” means all employees of SMART or of any of the SMART Subsidiaries;

“SMART Equity Incentive Plan” means the equity incentive plan of SMART, as amended from time to time;

“SMART Employee Agreements” means the written employment agreements or Offer Letters between SMART and its directors, officers and employees;

“SMART Meeting” means the special meeting or meetings of the SMART Shareholders, including any adjournment or postponement thereof, with respect to which this Information Circular is delivered, called and to be

held in accordance with the Arrangement Agreement and the Interim Order to consider the Arrangement Resolution and any other matters which may be properly proposed to be voted on by the SMART Shareholders;

“SMART Options” means the options to purchase Common Shares granted under the SMART Equity Incentive Plan;

“SMART PSUs” means the performance restricted share units of SMART granted under the SMART Equity Incentive Plan;

“SMART RSUs” means the restricted share units of SMART granted under the SMART Equity Incentive Plan;

“SMART Securities” means, collectively, the Common Shares and the SMART Options;

“SMART Securityholders” means, collectively, the SMART Shareholders, the SMART Optionholders, the holders of SMART RSUs, the holders of SMART DSUs and the holders of SMART PSUs;

“SMART Shareholders” means the registered and/or beneficial holders of the Common Shares, as the context requires;

“SMART Subsidiaries” means, collectively, SMART Technologies (Finance) Inc., SMART Technologies ULC, SMART Technologies (Call Co. 1) Inc., SMART Technologies Equipamentos de Information Ltda., SMART Technologies Corporation, SMART Bricks and Mortar Inc., SMART Technologies (Singapore) Private Limited, SMART Technologies India Promotional and Marketing Services Private Limited, SMART Technologies (China) Inc., SMART Technologies (Middle East) FZE, SMART Technologies (EMEA) Inc., SMART Technologies (Russia) LLC, SMART Technologies (Germany) GmbH, SMART Technologies (France) SAS, SMART Technologies (GB) Limited, SMART Technologies (LATA) Inc., SMART Technologies (Seattle) Inc., SMART Technologies (APAC) Inc., SMART Technologies (Services) Inc., SMART Technologies NW Holdings Limited, Next Holdings Ltd., NextWindow Limited, NextWindow Singapore PTE Ltd.; and “SMART Subsidiary” means any one of the aforementioned entities, individually;

“Superior Proposal” means an unsolicited bona fide written Acquisition Proposal made after the date of the Arrangement Agreement by a third party or group:

“Tax” or “Taxes” means (i) any and all domestic and foreign federal, state, provincial, territorial, municipal and local taxes, assessments and other governmental charges, duties, impositions, liabilities, levies and other changes or assessment of any kind whatsoever imposed by any Governmental Entity, including Canada Pension Plan and provincial pension plan contributions, installments, unemployment insurance contributions and employment insurance contributions, worker’s compensation and deductions at source, including taxes based on or measured by gross receipts, gross income, net income, profits, sales, capital, use and occupation, and including goods and services, harmonized value added, ad valorem, transfer, franchise, withholding, customs, payroll, stamp, recapture, premium, windfall profits, employment, excise and property duties and taxes, together with any interest, penalties, fines and additions imposed with respect to such amounts; and (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of being a “transferee” (within the meaning of section 160 of the Tax Act or any other similar applicable Law) of another person or a member of a related, non-arm’s length, affiliated or combined group; and

“Termination Fee” means the fee payable by SMART to AcquisitionCo upon the occurrence of certain events, as set out in the Arrangement Agreement, in the amount of $8,800,000.

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of management of SMART for use at the SMART Meeting to be held at the offices of the Corporation, 3636 Research Road N.W., Calgary, Alberta T2L 1Y1, at 2:00 p.m. (MDT) on Friday, July 22, 2016 for the purposes set forth in the Notice. Solicitation of proxies will be primarily by mail, but may also be undertaken by way of telephone, facsimile or oral communication by one or more members of the Board, officers or regular SMART employees, at no additional compensation. Costs associated with the solicitation of proxies will be borne by SMART.

Accompanying this Information Circular is an instrument of proxy (“Instrument of Proxy”) for use at the SMART Meeting. A registered Shareholder may vote by proxy in one of the following ways:

In order to be valid, Instruments of Proxy must be received by Computershare not less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the province of Alberta) prior to the time set for the SMART Meeting or any adjournment thereof.

The persons designated in the Instrument of Proxy are officers of the Corporation. A Shareholder has the right to appoint a person (who need not be a Shareholder), other than the persons designated in the accompanying Instrument of Proxy, to attend at and represent the Shareholder at the SMART Meeting. To exercise this right, a Shareholder should insert the name of the designated representative in the blank space provided on the Instrument of Proxy and strike out the names of management’s nominees. Alternatively, a Shareholder may complete another appropriate Instrument of Proxy.

The Instrument of Proxy must be signed by the Shareholder or the Shareholder’s duly appointed attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the Corporation. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity (including a representative of a corporate Shareholder) should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has previously been filed with the Corporation).

A Shareholder who has submitted an Instrument of Proxy may revoke it at any time prior to the exercise thereof. In addition to any manner permitted by Law, a proxy may be revoked by instrument in writing executed by the Shareholder or by his or her duly authorized attorney or, if the Shareholder is a corporation, under its corporate seal or executed by a duly authorized officer or attorney of the corporation and deposited either: (i) at the registered

office of the Corporation at any time up to and including the last business day preceding the day of the SMART Meeting, or any adjournments thereof, at which the Instrument of Proxy is to be used; or (ii) with the Chairman of the SMART Meeting on the day of the SMART Meeting, or any adjournment thereof. In addition, an Instrument of Proxy may be revoked: (i) by the Shareholder personally attending the SMART Meeting and voting the securities represented thereby or, if the Shareholder is a corporation, by a duly authorized representative of the corporation attending at the SMART Meeting and voting such securities; or (ii) in any other manner permitted by Law.

All Common Shares represented at the SMART Meeting by properly executed proxies will be voted on any ballot that may be called for and, where a choice with respect to any matter to be acted upon has been specified in the Instrument of Proxy, the Common Shares represented by the Instrument of Proxy will be voted in accordance with such instructions. The management designees named in the accompanying Instrument of Proxy will vote or withhold from voting the Common Shares in respect of which they are appointed in accordance with the direction of the Shareholder appointing him or her on any ballot that may be called for at the SMART Meeting. In the absence of such direction, such Common Shares will be voted “FOR” the proposed resolutions at the SMART Meeting. The accompanying Instrument of Proxy confers discretionary authority upon the persons named therein with respect to amendments of or variations to the matters identified in the accompanying Notice and with respect to other matters that may properly be brought before the SMART Meeting. In the event that amendments or variations to matters identified in the Notice are properly brought before the SMART Meeting or any other business is properly brought before the SMART Meeting, it is the intention of the management designees to vote in accordance with their best judgment on such matters or business. At the time of printing this Information Circular, the management of SMART knows of no such amendment, variation or other matter to come before the SMART Meeting other than the matters referred to in the accompanying Notice.

The authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares (the “Preferred Shares”) issuable in series. The record date for the determination of SMART Shareholders entitled to receive notice of and to vote at the SMART Meeting is June 20, 2016 (the “Record Date”). As at the Record Date, there were 12,242,992 Common Shares and no Preferred Shares issued and outstanding.

Each holder of Common Shares is entitled to receive notice of and attend all meetings of SMART Shareholders, except meetings at which only holders of another particular class or series have the right to vote. At each such meeting, each Common Share entitles its holder to one vote.

More information regarding the Common Shares is disclosed in the Annual Report, which is incorporated by reference into this Information Circular and forms an integral part hereof. The Annual Report is available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and is also available on EDGAR at www.sec.gov. Upon request, SMART will promptly provide a copy of the Annual Report free of charge to any SMART Shareholder.

Only SMART Shareholders whose names are entered in the register of SMART Shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the SMART Meeting, provided that, to the extent that: (i) a registered Shareholder has transferred the ownership of any Common Shares subsequent to the Record Date; and (ii) the transferee of those Common Shares produces properly endorsed share certificates, or otherwise establishes that he or she owns the Common Shares and demands, not later than ten days before the

Meeting, that his or her name be included on the Shareholder list before the Meeting, in which case the transferee shall be entitled to vote his or her Common Shares at the SMART Meeting.

Only registered holders of Common Shares, or the persons they appoint as their proxies, are permitted to attend and vote at the SMART Meeting. However, in many cases, Common Shares beneficially owned by a holder (a “Non-Registered Holder”) are registered either:

SMART is not forwarding its proxy-related materials directly to beneficial holders. In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), the Corporation intends to pay for Intermediaries to forward the proxy-related materials and the voting instruction form to beneficial owners.

Applicable Canadian regulatory policies require Intermediaries to seek voting instructions from Non-Registered Holders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the SMART Meeting. Often, the voting instruction form supplied to a Non-Registered Holder by its Intermediary (or the agent of the Intermediary) is very similar or even identical to the Instrument of Proxy provided by the Corporation to registered shareholders. However, its purpose is limited to instructing the registered Shareholder (the Intermediary or agent of the Intermediary) how to vote on behalf of the Non-Registered Holder. In Canada, the majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). In most cases, Broadridge mails a scannable voting instruction form in lieu of the Instrument of Proxy provided by the Corporation and asks Non-Registered Holders to return the voting instruction form to Broadridge or otherwise communicate voting instructions to Broadridge (by way of telephone or the Internet, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the SMART Meeting. A Non-Registered Holder receiving a proxy or voting instruction form from Broadridge cannot use that form to vote Common Shares directly at the SMART Meeting, rather the form must be returned to Broadridge or, alternatively, instructions must be received by Broadridge well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of your Common Shares held through an Intermediary, please contact that Intermediary for assistance.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. Should a Non-Registered Holder wish to attend and vote at the SMART Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons named in the proxy and insert the Non-Registered Holder’s (or such other person’s) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding instructions on the form. In either case, Non-Registered Holders should carefully follow the instructions of their Intermediaries and their service companies.

Only registered Shareholders have the right to revoke a proxy. Non-Registered Holders who wish to change their vote must in sufficient time in advance of the Meeting, arrange for their respective Intermediaries to change their vote and if necessary revoke their proxy in accordance with the revocation procedures set out above.

The following table sets forth, to the best of the knowledge of the directors and executive officers of the Corporation, as at the Record Date, the only persons, corporations or other entities (other than securities depositories) who beneficially own, directly or indirectly, or exercise control or discretion over voting securities carrying more than 10% of the voting rights attached to the Common Shares.

All monetary sums set forth in this Information Circular are in U.S. dollars unless otherwise specified.

The following table sets forth the high and low exchange rates for one U.S. dollar expressed in Canadian dollars for each period indicated, the average of the exchange rates for each period indicated and the exchange rate at the end of each such period, based upon the noon buying rates provided by the Bank of Canada:

On June 16, 2016, the noon exchange rate for one U.S. dollar expressed in Canadian dollars as reported by the Bank of Canada, was $1.3041.

On May 6, 2016, SMART completed the Consolidation. All Common Share and per Common Share amounts in this Information Circular have been adjusted, where applicable, to reflect the Consolidation.

This Information Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of SMART for use at the SMART Meeting and for the purposes set out in the foregoing Notice of Special Meeting and at any adjournment or postponement thereof. No person has been authorized to give any information or make any representation in connection with the Arrangement or other matters to be considered at the SMART Meeting, other than those contained in this Information Circular, and if given or made, any such information or representation must not be relied upon has having been authorized.

This Information Circular does not constitute the solicitation of an offer to acquire any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

All information relating to the Purchaser Parties contained in this Information Circular has been provided to SMART by the Purchaser Parties. SMART has relied upon this information without having made any independent inquiries as to the accuracy or completeness thereof; however, it has no reason to believe such information is misleading or inaccurate. Neither the Board nor SMART assumes any responsibility for the accuracy or completeness of such information or for any omission on the part of the Purchaser Parties to disclose facts or events which may affect the accuracy or completeness of any such information.

All summaries of, and references to, the Arrangement Agreement and the Arrangement or the Plan of Arrangement in this Information Circular are qualified in their entirety by reference to the complete text of the Arrangement Agreement and the Plan of Arrangement, copies of which are attached as Appendix “B” and Schedule “B” to Appendix “B”, respectively, to this Information Circular. You are urged to carefully read the full text of the Arrangement Agreement and the Plan of Arrangement.

All capitalized terms used in this Information Circular (excluding the Appendices hereto unless stated otherwise) but not otherwise defined herein have the meanings set forth herein under “Glossary of Terms”. Information contained in this Information Circular is given as of June 17, 2016, unless otherwise specifically stated.

You should not construe the contents of this Information Circular as legal or financial advice and should consult with your own professional advisors as to the relevant legal, financial or other matters in connection herewith.

THIS INFORMATION CIRCULAR AND THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT AND THE PLAN OF ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY SECURITIES REGULATORY AUTHORITY, NOR HAS ANY SECURITIES REGULATORY AUTHORITY PASSED UPON THE FAIRNESS OR MERITS OF SUCH TRANSACTIONS OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

This Information Circular contains certain forward-looking information or statements within the meaning of applicable Securities Laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “forecast”, “may”, “will”, “project”, “potential”, “predict”, “could”, “might”, “should” or similar words suggesting future outcomes or statements regarding an outlook.

In particular, this Information Circular contains forward-looking statements relating to:

See “The Arrangement” and “The Arrangement Agreement” in this Information Circular.

Various assumptions are used in making the forecasts or projections set out in forward-looking information or statements. In some instances, material assumptions are presented elsewhere in this Information Circular in connection with the statements containing the forward-looking information. SMART Securityholders are cautioned that the following list of material assumptions is not exhaustive. The material assumptions include, but are not limited to:

Although SMART considers that these assumptions are reasonable, there is no assurance that such assumptions will prove to be correct. By their very nature, forward-looking statements involve inherent risks and uncertainties and risks that forward-looking statements will not be achieved. As such, undue reliance should not be placed on forward-looking statements. A number of important factors could cause the actual results to differ materially from expectations, estimates and intentions expressed in the forward-looking statements, including those set out below and those detailed elsewhere in this Information Circular. Those factors include:

Readers are cautioned that the above list of factors that may affect future results is not exhaustive. In addition, even if actual results or developments anticipated by SMART are realized, or even if substantially realized, there can be no assurance that they will have the expected consequences to or effects on SMART or its business or operations. Readers should also carefully consider the matters discussed under the heading “Risk Factors” in this Information Circular and the risk factors identified in the Annual Report. The forward-looking information and statements contained in this Information Circular are made as of the date hereof and SMART does not undertake any obligation to update publicly or revise any of such information and statements, except as required by applicable Securities Laws. The forward-looking information and statements contained herein are expressly qualified by the foregoing statements.

SMART is a company existing under the laws of the Province of Alberta. The solicitation of proxies and the transactions contemplated in this Information Circular involve securities of an Alberta company and are being effected in accordance with applicable Securities Laws of Alberta and Canada. The proxy solicitation rules under the Exchange Act are not applicable to SMART or this solicitation and therefore this solicitation is not being effected in accordance with U.S. Securities Laws. SMART Securityholders should be aware that disclosure requirements under applicable Securities Laws may be different from such requirements under U.S. Securities Laws. SMART Securityholders should also be aware that other requirements under the Laws of Alberta and Canada may differ from requirements under U.S. corporate and Securities Laws.

The enforcement by investors of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that SMART and AcquisitionCo exist or will exist under the Laws of the Province of Alberta, that some or all of their respective officers and directors are not residents of the United States and that all or a substantial portion of their respective assets may be located outside the United States. SMART Securityholders may not be able to sue a Canadian company or its officers or directors in a Canadian court for violations of U.S. Securities Laws. It may be difficult to compel a Canadian company and its affiliates to subject themselves to a judgment by a U.S. court.

SMART Securityholders should be aware that the transactions contemplated herein may have tax consequences both in Canada and in the United States. SMART Securityholders who are subject to United States federal taxation should be aware that the United States tax consequences to them of participating in the Arrangement are not described in this Information Circular. Certain information concerning the Canadian tax consequences of the Arrangement for SMART Shareholders who are United States residents is set forth under the heading “Certain Canadian Federal Income Tax Considerations – SMART Holders Not Resident in Canada” in this Information Circular, but such consequences may not be described fully herein. All SMART Securityholders should consult with their legal, tax, financial and accounting advisors to determine the particular tax consequences to them of the transactions contemplated by the Arrangement.

SMART entered into the Arrangement Agreement with AcquisitionCo and the Purchaser on May 26, 2016. The Arrangement Agreement provides for the implementation of the Plan of Arrangement. A copy of the Arrangement Agreement is appended to this Information Circular as Appendix “B” and a copy of the Plan of Arrangement is appended to the Arrangement Agreement as Schedule “B” thereto. Pursuant to the Plan of Arrangement, AcquisitionCo will acquire all of the issued and outstanding Common Shares in exchange for a cash payment of $4.50 per Common Share. The purchase price of $4.50 per Common Share represents a premium of approximately 21% to the volume weighted average trading price of the Common Shares over the 90 trading days prior to announcement of the Arrangement on the NASDAQ.

The Arrangement Agreement sets out the steps to be taken by the Parties to prepare for and implement the Arrangement, contains certain covenants, representations and warranties of and from each of the Parties thereto, and contains various closing conditions which must be satisfied or waived in order for the Arrangement to be completed. In addition to being subject to the approval by the SMART Shareholders and the Court, the Arrangement is also subject to the satisfaction or waiver of certain other conditions set out in the Arrangement Agreement. For a more detailed discussion of the Arrangement Agreement, see “The Arrangement” and “The Arrangement Agreement” in this Information Circular.

The Corporation’s specific dealings with AcquisitionCo and the Purchaser and other events leading to execution of the Arrangement Agreement are described under “- Specific Events Leading to the Arrangement Agreement” below. This section provides general background information which is important in forming an understanding of those specific events and determinations, approvals and recommendations made by the Board in relation to the Arrangement.

In 2014 the Board determined to undertake a non-public process to evaluate strategic alternatives for the business, recognizing that the Corporation was facing near term and long term challenges executing on its strategy. These challenges included: the Corporation’s declining revenues, continued market headwinds, investment required to develop or accelerate new products, high debt levels and associated high interest cost, raising the prospect of future liquidity challenges, challenging go-forward sales outlook, and limited forecast visibility. The Corporation engaged RBC Dominion Securities Inc. to assist with identification of strategic alternatives; no non-binding bids were submitted and no agreements were concluded as a result of this process, which involved solicitation of 15 potentially interested parties.

Subsequent to the cessation of active work on the non-public process the financial results of the Corporation continued to deteriorate. The Board therefore determined to initiate another strategic review, but decided upon a public process in order to expand the scope of the review. In coming to this decision, the Board considered various factors, including:

As a result, in October 2015 the Board approved the initiation of a new strategic review process, this time on a public basis. The public nature of the process was intended to enable the quicker and broader canvasing of interested parties. The Financial Advisor was engaged to act as financial advisor to the Corporation on October 8, 2015.

Contemporaneous with the commencement of the strategic review process, the Corporation undertook significant cost savings initiatives with the objective of generating approximately $25 million in cost savings on an annualized basis. These initiatives included: reductions to kapp sales and marketing activities and headcount (including the elimination of the kapp business unit), reductions to the research and development team and general reductions in corporate overhead expenses. The cost saving exercise was deemed necessary by the Board as a result of deteriorating performance, slower than expected uptake of kapp products, and concerns about the Corporation’s liquidity profile. The Corporation made significant progress and as of the fiscal fourth quarter of 2016 substantially all of the targeted cost savings had been fully implemented.

On January 18, 2016 the Corporation issued a press release stating that it would take a pre-tax charge of approximately $20 million related to kapp finished goods and raw material inventory. The charge was a result of kapp sales growing at a slower rate than expected and the Corporation reassessing its future demand assumptions for finished goods and raw materials. On February 11, 2016 the Corporation released results for the third quarter of its 2016 fiscal year, which showed adjusted revenues of $77.7 million down 30% year over year and adjusted EBITDA of $1.7 million down 84% year over year.

As part of its work on the strategic review, the Financial Advisor reached out to over 120 parties who had been identified by the Financial Advisor or management or who had expressed interest. Of these, approximately half were financial parties and half were considered to be strategic parties. Over 20 parties signed non-disclosure agreements with the Corporation, and three parties submitted non-binding first-round bids. One of these parties subsequently decided not to pursue its bid, leaving two bids remaining, with the Purchaser’s bid being the preferred bid.

Discussions between SMART and representatives of the Purchaser with regard to a potential acquisition of SMART first began in January 2016.

Effective February 8, 2016, Hon Hai entered into a confidentiality agreement with the Corporation in respect of a possible transaction. Representatives of Hon Hai were granted access to an electronic dataroom with information in the dataroom compiled by Corporation management both independently and in response to specific information requests made by Hon Hai and other parties.

On February 12, 2016, Hon Hai provided the Corporation with a non-binding offer letter setting out two options for purchase of the Corporation: (a) to acquire 100% of the Common Shares for a purchase price between $3.50 - $4.00 per share; or (b) to acquire a majority – envisioned to be 60% – of the Common Shares for a purchase price between $4.00-$4.50 per share on a pro-rata basis. On February 24, 2016, Hon Hai provided the Corporation with a non-binding offer letter to purchase 67% of the Common Shares; this letter also outlined certain key terms relating to the proposed transaction. In connection with these offers, the Board met on February 18 and 25 and on March 3, 2016 and discussed the merits of a partial acquisition of the Corporation, determining, following advice from external legal counsel, that it would be difficult to implement and subject to execution and legal risk. The Board then directed the Financial Advisor to request Hon Hai to provide additional detail on the partial acquisition proposal and

to communicate to Hon Hai that in the opinion of the Corporation, such a proposal did not appear to be feasible nor in the best interests of stakeholders.

On March 14, 2016, Hon Hai submitted a written non-binding proposal with further details on the two options, specifying a per Common Share price of $3.50 for the 100% acquisition proposal, and $4.50 for the 67% partial acquisition proposal. The Board met to review this proposal on March 15, 2016, again determining that it would be difficult to implement the partial takeover proposal. The most important difficulties identified by the Board included the inherent coerciveness in a partial takeover bid and the need for negotiated commercial arrangements to govern dealings between Hon Hai and a partially owned SMART.

Following preliminary negotiations between the parties, on March 30, 2016 Hon Hai submitted a revised non-binding proposal to acquire 100% of the Common Shares for $4.50 per share. On April 14, 2016 Hon Hai and the Corporation entered into a four week exclusivity period, which was subsequently extended to May 20, 2016. As part of the exclusivity agreement, Hon Hai was required to reaffirm the $4.50 per share offer price, which occurred on April 28, 2016.

Representatives from Hon Hai met with members of Corporation management on the following dates:

During the exclusivity period, SMART’s management and advisors engaged in further discussions with the Purchaser’s management and advisors to negotiate the terms and conditions of the proposed transaction.

On May 18, 2016, Hon Hai indicated that a wholly owned subsidiary of Hon Hai would be the purchaser under the Arrangement Agreement. SMART requested that Hon Hai, the parent corporation, act as purchaser. Hon Hai responded by proposing that the Purchaser’s obligations be guaranteed by Foxconn (Far East) Ltd., another wholly owned subsidiary of Hon Hai. SMART and its financial and legal advisors made enquiries and conducted diligence investigations to determine if this proposal was acceptable, including a review of Foxconn (Far East) Ltd.’s audited financial statements for the year ended December 2014 (2015 audited statements were not available) and unaudited financial information (as at March 31, 2016), a review of offering documents used in connection with medium term notes issued by Foxconn (Far East) Ltd. (which notes are guaranteed by Hon Hai) and consultation with counsel in Taiwan and Cayman Islands, being the respective jurisdictions of incorporation of Hon Hai and Foxconn (Far East) Ltd. Following these investigations the Board determined that it was comfortable entering into the Arrangement Agreement with the Purchaser as purchaser, with the obligations of the Purchaser guaranteed by Foxconn (Far East) Ltd.

Early in the morning on May 26, 2016, the Board met to consider the Arrangement and the entering into of the Arrangement Agreement. At the meeting, the Financial Advisor provided its verbal opinion that the consideration to be received by SMART Shareholders in connection with the Arrangement was fair, from a financial point of view, to SMART Shareholders.

The Board, after extensive discussions and careful consideration of the proposed Arrangement, unanimously determined: (a) that the Arrangement and entering into of the Arrangement Agreement was in the best interests of SMART; (b) based upon, among other things, the opinion of the Financial Advisor, that the Arrangement was fair to the SMART Shareholders; and (c) to recommend that SMART Shareholders vote in favour of the Arrangement.

The negotiation of the definitive terms and conditions of the Arrangement Agreement was completed on May 26, 2016, at which time the Arrangement Agreement and the Lock-Up Agreements were executed. SMART and the Purchaser issued a joint news release prior to the markets opening on May 26, 2016 announcing the Arrangement.

Each of AcquisitionCo and the Purchaser is a subsidiary of Hon Hai. The Arrangement Agreement provides that any subsidiary of Hon Hai may participate in the Acquisition, and strategic partners designated by Hon Hai may, collectively, participate in up to 33¹⁄₃% of the Acquisition.

In connection and concurrently with the entering into of the Arrangement Agreement, Foxconn (Far East) Ltd., a direct subsidiary of Hon Hai, provided a guarantee to SMART of all accrued debts and liabilities owing by the Purchaser to SMART or remaining unpaid by the Purchaser to SMART, in each case, incurred in connection with or arising from the Arrangement Agreement. Foxconn (Far East) Ltd. had assets of $25,855,073,925 and liabilities of $1,302,139,720 as at December 31, 2014. Its principal assets include investments in GoPro, Inc., SK C&C Co., Limited and Olympus Corporation.

Hon Hai is the world’s foremost provider of joint-design, joint-development, environmental-friendly manufacturing, assembly and after-sales services to global Computer, Communication and Consumer-electronics leaders.

In determining that the Cash Consideration to be received by the SMART Shareholders is fair, from a financial point of view, to the SMART Shareholders and that the Arrangement is in the best interests of SMART, the Board considered and relied upon a number of factors, including the following:

In addition to the foregoing, the Board also considered the following factors in reaching its conclusion:

The foregoing discussion of the information and factors considered and given weight by the Board is not intended to be exhaustive. In reaching the determination to approve the Arrangement, the Board did not assign any relative or specific weights to the foregoing factors, and individual directors may have given different weights to different factors. The Board, at its meeting on May 26, 2016, was unanimous in its recommendation that the SMART Shareholders vote in favour of the Arrangement Resolution.

In deciding to recommend that the SMART Shareholders vote in favour of the Arrangement Resolution, the Board considered, among other things, the Fairness Opinion, which states that, in the opinion of the Financial Advisor, as of May 26, 2016 and based upon and subject to the assumptions, limitations and qualifications contained therein, the Cash Consideration to be paid to the SMART Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such SMART Shareholders. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. The Board urges SMART Shareholders to read the Fairness Opinion carefully and in its entirety.

The Financial Advisor was engaged by the Board as financial advisor to the Board effective October 8, 2015 to provide the Board with financial advisory services in connection with the Board’s strategic review process. Neither the Financial Advisor, nor any of its affiliates, is an insider, associate or affiliate (as those terms are defined in the Securities Act) of SMART, AcquisitionCo, the Purchaser or any of their respective associates or affiliates. Pursuant to the term of its engagement agreement with SMART, the Financial Advisor is entitled to a monthly advisory fee as well as a fixed fee for its services, including rendering the Fairness Opinion, and will also be entitled to receive a

success fee upon completion of the Arrangement. In addition, SMART retains discretion to pay the Financial Advisor a bonus for services performed pursuant to its engagement. SMART has also agreed to reimburse the Financial Advisor for its reasonable out-of-pocket expenses and to indemnify the Financial Advisor for certain liabilities that may arise out of its engagement.

See the Fairness Opinion attached as Appendix “D” to this Information Circular.

The Board has unanimously: (i) determined that the Arrangement is in the best interests of SMART; (ii) determined that the Arrangement is fair to the SMART Shareholders; (iii) approved the Arrangement, the Arrangement Agreement and the transactions contemplated thereby; and (iv) resolved to recommend that SMART Shareholders vote in favour of the Arrangement Resolution.

The Board unanimously recommends

that you vote IN FAVOUR of the Arrangement Resolution.

The following is a summary only of the material terms of the Plan of Arrangement and the Arrangement. SMART Shareholders are urged to read the Arrangement Agreement, attached as Appendix “B” to this Information Circular, and the Plan of Arrangement, attached as Schedule “B” to the Arrangement Agreement, in each document’s entirety.

If the Arrangement is successfully completed, then, among other things, each Common Share issued and outstanding on the Effective Date held by the SMART Shareholders will be transferred to AcquisitionCo in exchange for the Cash Consideration.

SMART has outstanding SMART Options to purchase up to 514,423 Common Shares at exercise prices ranging from $3.10 to well above the Cash Consideration per Common Share, including SMART Options that have not yet vested according to their terms. In connection with the Arrangement, the Board has approved the accelerated vesting of all outstanding “in-the-money” SMART Options, subject to receipt of all necessary Regulatory Approvals, effective immediately before the Effective Time, such that all SMART Options will be fully vested and exercisable.

SMART is using reasonable commercial efforts to enter into agreements with each SMART Optionholder, which provide that all of the “out-of-the-money” SMART Options held by such holder will be surrendered and cancelled for nominal consideration equal to $0.001 per SMART Option, and all of the “in-the-money” SMART Options held by such holder may either be: (i) exercised prior to the Effective Date in accordance with their terms; or (ii) surrendered for a cash payment equal to the “in-the-money” amount of all of the SMART Options held by a SMART Optionholder with such cash payment to equal the Cash Consideration multiplied by the number of Common Shares issuable pursuant to the exercise of such SMART Options less the aggregate exercise price of all such SMART Options.

In respect of SMART Options held by SMART Optionholders that have not entered into an agreement with SMART providing for the surrender and cancellation of such SMART Options, the Compensation Committee has approved a resolution providing that, pursuant to Section 4(c) of the SMART Equity Incentive Plan, all such outstanding SMART Options will become vested, effective as of the Effective Date, by action of the Compensation Committee and, subject to any Tax withholding and remitting obligation required of SMART under the Tax Act, will be redeemed for a cash payment equal to:

thereafter, the above SMART Options will be cancelled and no longer outstanding in accordance with the terms of the Equity Incentive Plan and the applicable award agreements.

SMART has outstanding 150,108 SMART RSUs. The Board has approved the accelerated vesting of all outstanding SMART RSUs, subject to receipt of all necessary Regulatory Approvals, effective immediately before the Effective Time, such that all SMART RSUs will be fully vested.

SMART has entered into agreements with each holder of SMART RSUs, which provide that prior to the Effective Date, subject to any Tax withholding and remitting obligation required of SMART under the Tax Act, all such SMART RSUs shall be surrendered for a cash payment equal to the Cash Consideration per SMART RSU.

SMART has outstanding 21,997 SMART DSUs. SMART has entered into agreements with each holder of SMART DSUs which provide that, prior to the Effective Date, subject to any Tax withholding and remitting obligation required of SMART under the Tax Act, all such SMART DSUs shall be surrendered for a cash payment equal to the SMART Offer Price; provided that with respect to United States holders of SMART DSUs the foregoing shall be effected in compliance with Section 409(A) of the United States Internal Revenue Code of 1986, as amended, such that no additional Tax is imposed under such Section.

If the Plan of Arrangement is approved by the SMART Shareholders and the Court and the other conditions to completion thereof are satisfied or waived, the following transactions will occur, among other things:

The Arrangement is proposed to be carried out pursuant to section 193 of the ABCA. The following procedural steps must be taken in order for the Arrangement to become effective:

Subject to any further order of the Court, the Interim Order provides that the Arrangement Resolution must be approved by the affirmative vote thereon at the SMART Meeting by at least 66²⁄₃% of the votes cast by the SMART Shareholders, present in person or represented by proxy at the SMART Meeting.

It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved by the SMART Shareholders at the SMART Meeting.

Notwithstanding the foregoing, the Arrangement Resolution authorizes the directors of SMART, at their discretion, without further notice to or approval of the SMART Shareholders: (i) to amend, modify, supplement or terminate the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and approved by the Court; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement, at any time prior to the issuance of the Certificate of Arrangement.

See Appendix “A” to this Information Circular for the full text of the Arrangement Resolution.

An arrangement of SMART under the ABCA requires Court approval. Prior to the mailing of this Information Circular, SMART obtained the Interim Order authorizing and directing SMART to call, hold and conduct the SMART Meeting in accordance with the Notice of Special Meeting, the ABCA and the Interim Order and, in connection therewith, to seek approval of the Arrangement Resolution from the SMART Shareholders in the manner set forth in the Interim Order. A copy of the Interim Order is attached as Appendix “C” to this Information Circular.

Subject to the requisite approval of the Arrangement Resolution by the SMART Shareholders at the SMART Meeting, the hearing in respect of the Final Order is scheduled to take place on July 26, 2016 at 2:00 p.m. (Calgary time) at the Court of Queen’s Bench of Alberta, Calgary Courts Centre, 601 – 5^th Street S.W., Calgary, Alberta, or as soon thereafter as is reasonably practicable. At the hearing for the Final Order, the Court will consider, among other things, the fairness of the Arrangement. The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. At the hearing, any SMART Shareholder or other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court a notice of intention to appear in accordance with the Alberta Rules of Court, serving such notice upon the solicitors of SMART on or before 12:00 p.m. (Calgary time) on July 18, 2016 and satisfying any other requirements as provided in the Interim Order.

If the SMART Meeting is held as scheduled and is not adjourned or postponed and the other necessary conditions at that point in time are satisfied or waived, SMART will apply for the Final Order approving the Arrangement. If the Final Order is obtained on July 26, 2016 in form and substance satisfactory to SMART, AcquisitionCo and the Purchaser, and all other conditions set forth in the Arrangement Agreement are satisfied or waived, including the receipt of all required Regulatory Approvals, SMART expects the Effective Date to occur in the second quarter of SMART’s fiscal year 2017. However, it is not possible to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order or the failure to obtain all Regulatory Approvals in the time frames anticipated. The Arrangement will become effective upon the filing with the Registrar of the Articles of Arrangement and a copy of the Final Order, together with such other materials as may be required by the Registrar.

In the event that the Arrangement is completed, the Common Shares will be delisted from the Exchanges and SMART will apply to cease to be a reporting issuer under the Securities Laws, including under the Exchange Act, as soon as practicable upon the completion of the Arrangement.

The Arrangement Agreement provides for the implementation of the Plan of Arrangement. The Arrangement Agreement contains customary covenants, representations and warranties of and from each of SMART, AcquisitionCo and the Purchaser and various conditions precedent, both mutual and with respect to each Party for an agreement of this type. Unless all such conditions are satisfied or waived by the Party for whose benefit such

condition exists, the Arrangement will not proceed. There is no assurance that the conditions will be satisfied or waived on a timely basis or at all.

The following is a summary only of the material terms of the Arrangement Agreement including the Plan of Arrangement. SMART Securityholders are urged to read the Arrangement Agreement including the Plan of Arrangement in its entirety. A copy of the Arrangement Agreement is attached as Appendix “B” to this Information Circular. A copy of the Plan of Arrangement is attached as Schedule “B” to Appendix “B” to this Information Circular.

The Arrangement Agreement provides that AcquisitionCo will acquire all of the outstanding Common Shares by way of a plan of arrangement under section 193 of the ABCA pursuant to which each Common Share held by a SMART Shareholder will be transferred to AcquisitionCo in exchange for the Cash Consideration.

SMART has given, in favour of the Purchaser Parties, usual and customary covenants for an agreement of the nature of the Arrangement Agreement, including, but not limited to, covenants to: use its reasonable commercial efforts to obtain the approval of the Arrangement Resolution by the SMART Shareholders; submit the Arrangement Resolution to the SMART Shareholders at the SMART Meeting in accordance with the Arrangement Agreement; carry on business in the ordinary course of business consistent with past practice between the date of the Arrangement Agreement and the Effective Time; not undertake certain actions outside of the ordinary course of business without the Purchaser’s consent; use reasonable commercial efforts to obtain and maintain all Regulatory Approvals, waivers, consents, permits, exemptions, orders, agreements, amendments, confirmations, and approvals required to be obtained by SMART or a SMART Subsidiary in connection with the Arrangement; ensure that it has available funds to permit the payment of the Termination Fee, having regard to its other liabilities and obligations, and shall take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amounts if and when required; and indemnify the Purchaser Parties and each of their directors, officers, employees, representatives and agents from and against all liabilities, claims, demands, losses, costs, damages and expenses arising from any misrepresentation in this Information Circular or non-compliance by SMART with applicable Law.

SMART has provided certain non-solicitation covenants in favour of the Purchaser Parties. SMART has agreed, except as otherwise provided in the Arrangement Agreement, that it shall not, directly or indirectly, through any officer, director, SMART Employee, consultant, investment banker, lawyer, accountant or other representative (including any financial or other advisor) or agent of SMART or any of the SMART Subsidiaries:

The above-noted restrictions are subject to a “fiduciary out” provision which provides that at any time prior to, but not after, obtaining the approval of the SMART Shareholders of the Arrangement Resolution, SMART shall be permitted to enter into or participate in any discussions or negotiations with any third party in response to an Acquisition Proposal by such person and may provide copies of, or access to or disclosure of information, properties, facilities, books or records of SMART if and only if:

SMART shall promptly notify the Purchaser Parties, at first orally and then within 24 hours in writing, of any proposal, inquiry, offer or request relating to, or constituting an Acquisition Proposal or any amendments to the foregoing or any request for non-public information relating to SMART in connection with an Acquisition Proposal or for access to the properties, facilities, books or records of SMART or any of the SMART Subsidiaries by any person that informs SMART that it is considering making, or has made, an Acquisition Proposal and any amendment thereto. If in writing or electronic form, SMART shall provide a copy thereof to the Purchaser Parties, and if not in writing or electronic form, a description of the terms and conditions of any such Acquisition Proposal or proposal, inquiry, offer or request and shall provide the identity of the person making any such Acquisition Proposal or proposal, inquiry, offer or request and such other details as the Purchaser Parties may reasonably request. SMART shall keep the Purchaser Parties fully informed on a current basis of the status of, developments to

and any change in the terms of any such Acquisition Proposal or proposal, inquiry, offer or request and answer the Purchaser Parties’ reasonable questions with respect thereto. SMART shall provide to the Purchaser Parties copies of all correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the terms of such correspondence sent to SMART by or on behalf of any person making any such Acquisition Proposal.

If SMART receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the SMART Shareholders, the Board may accept, approve or recommend such Acquisition Proposal and enter into a definitive agreement with respect to such Superior Proposal if and only if:

During the Matching Period, or such longer period as SMART may approve in writing for such purpose: (i) the Board shall review any offer made by AcquisitionCo to amend the terms of the Arrangement Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (ii) SMART shall negotiate in good faith with AcquisitionCo to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable AcquisitionCo to proceed with the transactions contemplated

hereby on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, SMART shall promptly so advise AcquisitionCo and SMART and AcquisitionCo shall amend the Arrangement Agreement to reflect such offer made by AcquisitionCo, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

The Board shall promptly reaffirm its recommendation of the Arrangement by news release after any Acquisition Proposal is publicly announced or made if: (i) the Board determines that the Acquisition Proposal is not a Superior Proposal; or (ii) the Board determines that an amendment to the terms of the Arrangement as contemplated under above has been agreed that results in the Acquisition Proposal not being a Superior Proposal. AcquisitionCo and its counsel and other advisors shall be given a reasonable opportunity to review and comment on the form and content of any such news release.

Each successive amendment or modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the non-solicitation provisions of Arrangement Agreement and AcquisitionCo shall be afforded a new Matching Period from the later of the date on which AcquisitionCo received the Superior Proposal Notice and the date on which AcquisitionCo received all of the materials set forth above with respect to the new Superior Proposal from SMART.

Nothing contained in the Arrangement Agreement shall: (i) limit in any way the obligation of SMART to convene and hold the SMART Meeting in accordance with the Arrangement Agreement unless the Arrangement Agreement is terminated in accordance with its terms; or (ii) prevent the Board from complying with section 2.17 of Multilateral Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of directors’ circulars and making appropriate disclosure to its securityholders.

SMART shall advise its officers, directors, employees, representatives and agents of the solicitation prohibitions set forth in the Arrangement Agreement and any violation of the restrictions set forth in the Arrangement Agreement by SMART or its officers, directors, employees, representatives and agents is deemed to be a breach of the Arrangement Agreement by SMART.

The Purchaser has agreed to cause AcquisitionCo to perform all of its obligations under the Arrangement Agreement and has given, in favour of SMART, its guarantee, covenant and agreement to be jointly and severally liable with

AcquisitionCo for the due and punctual performance of the obligations of AcquisitionCo arising under the Arrangement Agreement and the Plan of Arrangement.

Each of the Parties have given usual and customary mutual covenants for an agreement of the nature of the Arrangement Agreement, including to:

The obligations of the Parties to complete the transactions contemplated by the Arrangement Agreement are subject to the fulfillment, on or before the Effective Time or such other time specified, of each of the following conditions precedent:

The foregoing conditions precedent are for the mutual benefit of the Parties and may only be waived, in whole or in part, by the mutual consent of the Parties in writing at any time in their sole discretion without prejudice to any other rights they may have. If any of the said conditions shall not be satisfied or waived in writing by both Parties on or before the date required for their performance and provided such non-compliance did not arise from the acts or omissions of the Party wishing to terminate, then a Party may terminate the Arrangement Agreement by written notice to the other Party in addition to the other rights or remedies it may have at law or in equity against such other Party.

The obligations of the Purchaser Parties to complete the transactions contemplated by the Arrangement Agreement shall also be subject to the fulfillment of each of the following conditions precedent, provided that if the condition set forth in item (e) below is satisfied on the date that all other conditions have been satisfied or waived then such condition shall be deemed to be satisfied at all times during the Deferred Closing Period up to and including the Effective Time:

The foregoing conditions precedent are for the exclusive benefit of the Purchaser Parties and may be waived, in whole or in part, by the Purchaser Parties in writing at any time in its sole discretion without prejudice to any other rights it may have. If any of the said conditions shall not be satisfied or waived in writing by the Purchaser Parties on or before the date required for their performance and provided such non-compliance did not arise from the acts or omissions of the Purchaser Parties, then the Purchaser Parties may terminate the Arrangement Agreement by written notice to SMART in addition to the other rights or remedies it may have at law or in equity against SMART.

The obligations of SMART to complete the transactions contemplated hereby shall also be subject to the following conditions precedent:

The foregoing conditions precedent are for the exclusive benefit of SMART and may be waived, in whole or in part, by SMART in writing at any time in its sole discretion without prejudice to any other rights it may have. If any of the said conditions shall not be satisfied or waived in writing by SMART on or before the date required for their performance and provided such non-compliance did not arise from the acts or omissions of SMART, then SMART may terminate the Arrangement Agreement by written notice to AcquisitionCo in addition to the other rights or remedies it may have at law or in equity against AcquisitionCo.

Each Party shall pay all fees, costs and expenses incurred by such Party in connection with the Arrangement Agreement and the Arrangement, except in limited circumstances, including where the Arrangement is not completed because the Arrangement Resolution is not approved by the SMART Shareholders at the SMART Meeting, in which case SMART shall pay to AcquisitionCo the actual fees, costs and expenses incurred by the Purchase Parties in connection with the Arrangement Agreement on or prior to the termination of the Arrangement Agreement up to a maximum of $2,500,000.

The Arrangement Agreement may be terminated at any time prior to the Effective Time as follows:

SMART shall pay, or cause to be paid, to AcquisitionCo (or to such affiliate of AcquisitionCo as it may direct in writing) by wire transfer of immediately available funds the Termination Fee if:

Under the Arrangement Agreement, each of AcquisitionCo, the Purchaser and SMART has made certain representations and warranties related to its organization, good standing and authorization to enter into the Arrangement Agreement, and certain representations and warranties related to the absence of any violation of, or conflict with, such Party’s organizational documents or applicable Law or any Permit currently in effect, among others. The representations and warranties are, in some cases, subject to specified exceptions and qualifications. In addition, SMART has made certain representations and warranties including in respect of its business, operations and assets.

To the knowledge of the management of SMART, none of SMART’s directors or executive officers or anyone who has held office as such since the beginning of SMART’s last completed financial year or any associates or affiliates of any of the foregoing, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the SMART Meeting except as disclosed in this section and elsewhere in this Information Circular.

Interests of Directors, Executive Officers and Insiders in the Arrangement

Certain directors, executive officers and other insiders of SMART have interests in the Arrangement that are different from, or in addition to, the interests of other SMART Shareholders. These interests include those described below.

Under the Arrangement Agreement, AcquisitionCo has agreed that it will, or will cause SMART and the SMART Subsidiaries to, maintain in effect without any reduction in amount or scope for six years from the Effective Time, customary policies of directors’ and officers’ liability insurance providing protection no less favourable to the protection provided by the policies maintained by SMART and the SMART Subsidiaries that are in effect immediately prior to the Effective Time and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Time. Prior to the Effective Time, SMART may, in the alternative, with the

prior written consent of AcquisitionCo, not to be unreasonably withheld, purchase run off directors’ and officers’ liability insurance for a period of up to six years from the Effective Time and in such event, none of AcquisitionCo or SMART shall have any further obligations under the indemnification and insurance provisions described above.

AcquisitionCo has also agreed under the Arrangement Agreement to directly honour all rights to indemnification or exculpation agreements, arrangements or rights now existing in favour of present and former officers and directors of SMART and the SMART Subsidiaries. All rights to indemnification or exculpation will survive the completion of the Arrangement and such rights will be binding, jointly and severally, on all successors of AcquisitionCo.

The indemnification and insurance provisions contained in the Arrangement Agreement are intended for the benefit of, and shall be enforceable by, each insured or indemnified person, his or her heirs, executors, administrators and legal representatives and SMART has confirmed that it is acting as agent and trustee on their behalf.

Under the Arrangement Agreement, SMART has agreed to use commercially reasonable efforts to obtain and deliver to AcquisitionCo at the Effective Time evidence reasonably satisfactory to AcquisitionCo of the resignations effective as of the Effective Time, of all of the directors and officers of SMART requested by AcquisitionCo. The resignations will be received in consideration for AcquisitionCo and SMART providing mutual releases to each such persons, which mutual releases shall contain exceptions for amounts or obligations owing to such directors and/or officers for accrued but unpaid salary, directors’ fees, bonuses, payments in respect of SMART Options, other payments due pursuant to the Arrangement as a SMART Securityholder, benefits and other compensation or pursuant to indemnity or directors’ and officers’ insurance arrangements, and for any change of control payments that may be owing to them pursuant to the terms of their employment with SMART.

SMART is a reporting issuer (or its equivalent) in all provinces of Canada and accordingly is subject to the Securities Laws of such provinces that have adopted Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), being Ontario and Quebec.

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” that terminate the interests of securityholders without their consent.

The Arrangement would be considered a “business combination” if any related party receives a “collateral benefit” (as defined in MI 61-101) in connection with the Arrangement. If the Arrangement constitutes a “business combination” for the purposes of MI 61-101, MI 61-101 would ordinarily require that the Arrangement Resolution be approved by a majority of the minority SMART Shareholders. In determining minority approval for a business combination, SMART would be required to exclude the votes attached to Common Shares that, to the knowledge of SMART and its directors and officers after reasonable inquiry, are beneficially owned or over which control or direction is exercised by all “interested parties” and their “related parties” and “joint actors” all as defined in MI 61-101.

Certain of the directors and executive officers of SMART hold Common Shares, SMART Options, SMART RSUs and/or SMART DSUs. The directors and executive officers of SMART that hold SMART Options, SMART RSUs and/or SMART DSUs have entered into agreements providing for the surrender and cancellation of such securities effective immediately prior to the Effective Time in exchange for the consideration described under “The Arrangement – Effect of the Arrangement – SMART Options, SMART RSUs and SMART DSUs”.

MI 61-101 expressly excludes benefits from being “collateral benefits” if such benefits are received solely in connection with the related party’s services as an employee, director or consultant under certain circumstances, including where the related party beneficially owns or exercises control or direction over less than 1% of the outstanding securities of each class of “equity securities” (as defined in MI 61-101) at the time the Arrangement was

agreed to and: (i) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (ii) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction is any manner; and (iii) full particulars of the benefit are disclosed in the disclosure document for the transaction. Each of the directors and executive officers of SMART that hold SMART Options, SMART RSUs and/or SMART DSUs and their respective associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding Common Shares. Therefore, the Arrangement is not considered a “business combination” under MI 61-101 and the minority approval requirements of MI 61-101 do not apply to the Arrangement.

All of the directors and executive officers of SMART and certain SMART Shareholders have entered into Lock-Up Agreements in connection with the Arrangement pursuant to which they have agreed to, among other things, vote all of their Common Shares in favour of the Arrangement Resolution. These directors, officers and SMART Shareholders collectively hold, in the aggregate, approximately 68% of the outstanding Common Shares.

In the opinion of Bennett Jones LLP, counsel to SMART, the following is a summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act to a beneficial owner of a Common Share who disposes, or is deemed to have disposed, of Common Shares pursuant to the Arrangement and who, for the purposes of the Tax Act and at all relevant times, (i) deals at arm’s length with and is not affiliated with SMART or AcquisitionCo; and (ii) holds all Common Shares as capital property (each, a “Holder”).

The Common Shares will generally be considered to be capital property to a Holder for purposes of the Tax Act unless such Common Shares are used or held in the course of carrying on a business or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder: (i) that is a financial institution, for the purposes of the mark-to-market rules; (ii) that is a partnership; (iii) an interest in which is a tax shelter investment; (iv) that has elected to determine its Canadian tax results in a foreign currency pursuant to the functional currency reporting rules; or (v) that has entered or will enter into, in respect of the Common Shares, a derivative forward agreement or a synthetic disposition arrangement, all within the meaning of the Tax Act. Any such Holders should consult their own tax advisors to determine the particular Canadian federal income tax consequences to them of the Arrangement.

This summary does not address any tax considerations to holders of SMART DSUs, SMART Options, SMART RSUs, SMART PSUs, or any other equity incentive award and does not address all issues relevant to Holders who previously acquired Common Shares on the exercise of SMART Options or other employment benefit plan. Any such Holders should consult their own tax advisors to determine the particular Canadian federal income tax consequences to them of the Arrangement.

This summary is based on the facts set out in this Information Circular, the assumptions set out herein, the current provisions of the Tax Act (including the regulations thereto) in force as at the date of this circular, and counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (“CRA”) published in writing prior to the date hereof. This summary takes into account all proposed amendments to the Tax Act that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (“Proposed Amendments”) and assumes that such Proposed Amendments will be enacted in the form proposed; however, no assurance can be given that such Proposed Amendments will be enacted in the form proposed, or at all. Except for the Proposed Amendments, this summary does not take into account or anticipate any other changes in law or administrative or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account other federal or any provincial, territorial or foreign tax legislation or considerations, which may differ from the Canadian federal income tax considerations described herein.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations applicable to the Arrangement. The income and other tax consequences of acquiring, holding or disposing of securities will vary depending on a Holder’s particular status and circumstances, including the country,

province or territory in which the Holder resides or carries on business. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder. No representations are made with respect to the income tax consequences to any particular Holder. Holders should consult their own tax advisors for advice with respect to the income tax consequences of the Arrangement in their particular circumstances, including the application and effect of the income and other tax laws of any applicable country, province, state or local tax authority.

For the purposes of the Tax Act, subject to certain exceptions (including where a taxpayer has made an election to compute its Canadian tax results (as defined in the Tax Act) in a currency other than Canadian currency), where an amount that is relevant in computing a taxpayer’s Canadian tax results is expressed in a currency other than Canadian dollars, the amount must be converted to Canadian dollars using the noon exchange rate quoted by the Bank of Canada for the day on which the amount arose.

The following portion of the summary is generally applicable to a Holder who, at all relevant times and for purposes of the Tax Act and any applicable income tax treaty, is or is deemed to be a resident of Canada and is not exempt from tax under Part I of the Tax Act (a “Resident Holder”).

A Resident Holder who disposes of Common Shares pursuant to the Arrangement will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Resident Holder of the Common Shares, determined immediately before the disposition. The proceeds of disposition to the Resident Holder will be equal to the Cash Consideration. For a description of the tax treatment of capital gains and capital losses, see “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below.

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year will be included in the Resident Holder’s income for the year as a taxable capital gain, and, generally, one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in the same taxation year, in accordance with the rules contained in the Tax Act. Allowable capital losses in excess of taxable capital gains realized by a Resident Holder in a particular taxation year may, generally, be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such taxation year, to the extent and under the circumstances described in the Tax Act.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Common Share may be reduced by the amount of dividends received or deemed to be received by it on such share (or on a share for which the share has been substituted) to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns shares, directly or indirectly, through a partnership or a trust. Resident Holders to whom these rules may apply should consult their own tax advisors.

A Resident Holder that, throughout the relevant taxation year, is a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay an additional refundable tax on its aggregate investment income (as defined in the Tax Act), which includes taxable capital gains.

Capital gains realized by an individual (including certain trusts) may give rise to liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act.

A Resident Holder who is a Dissenting Shareholder will, pursuant to the Arrangement, be deemed to have transferred such Common Shares to AcquisitionCo and will be entitled to be paid the fair value of such Common Shares. Such a Resident Holder will be considered to have disposed of its Common Shares for proceeds of disposition equal to the amount received by it in respect of its Dissent Rights (other than that portion that is in respect of interest, if any, awarded by the Court). As a result, such a Dissenting Shareholder will realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the Dissenting Shareholder of its Common Shares.

Interest, if any, awarded by the Court to a Resident Holder who exercises Dissent Rights will be included in the Resident Holder’s income for the purposes of the Tax Act. A Resident Holder who exercises Dissent Rights and that is, throughout the relevant taxation year, a Canadian-controlled private corporation (as defined in the Tax Act) may be liable to pay a refundable tax in respect of such interest.

Additional income tax considerations may be relevant to dissenting Resident Holders who fail to perfect or withdraw their claims pursuant to the rights of dissent. Dissenting Resident Holders should consult their own tax advisors.

The following portion of the summary is generally applicable to a Holder who, at all relevant times and for purposes of the Tax Act, is not, and is not deemed to be, a resident of Canada and does not use or hold, and is not deemed to use or hold, Common Shares in a business carried on in Canada (referred to in this portion of the summary as a “Non-Resident Holder”). This portion of the summary is not generally applicable to a Non-Resident Holder that is an insurer carrying on an insurance business in Canada and elsewhere.

The following portion of the summary assumes that the Common Shares will not constitute “taxable Canadian property” to any particular Non-Resident Holder at any time. Generally, Common Shares will not constitute taxable Canadian property to a Non-Resident Holder at a particular time provided that the applicable shares are listed at that time on a designated stock exchange (which includes the Toronto Stock Exchange and the NASDAQ), unless at any particular time during the 60-month period that ends at that time (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal at arm’s length, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the shares of SMART, and (ii) more than 50% of the fair market value of Common Shares was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) Canadian resource properties (as defined in the Tax Act), (iii) timber resource properties (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, any of the foregoing property whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the Common Shares could be deemed to be taxable Canadian property to a Non-Resident Holder. Non-Resident Holders should consult their own advisors for advice as to whether their Common Shares constitute taxable Canadian property, having regard to their particular circumstances.

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of Common Shares, unless such shares are taxable Canadian property to the Non-Resident Holder and are not treaty-protected property of the Non-Resident Holder, each within the meaning of the Tax Act.

Non-Resident Holders whose Common Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Common Shares constitute treaty-protected property.

A Non-Resident Holder of Common Shares that validly exercises Dissent Rights (a “Non-Resident Dissenter”) and consequently is paid the fair value for the Non-Resident Dissenter’s Common Shares will be considered to have disposed of its Common Shares at the Effective Time for proceeds of disposition equal to the amount received by the Non-Resident Dissenter (other than in respect of interest awarded by a Court). Any capital gain realized by such Non-Resident Dissenter will not be subject to tax in Canada unless the Common Shares constitute taxable Canadian property to such holder and do not constitute treaty-protected property, both within the meaning of the Tax Act. Non-Resident Dissenters should consult their own tax advisors.

An amount paid in respect of interest awarded by the Court to a Non-Resident Dissenter will not be subject to Canadian withholding tax except to the extent such interest is participating debt interest, as defined in the Tax Act.

This Information Circular does not address any tax considerations of the Arrangement other than Canadian federal income tax considerations to certain SMART Shareholders. SMART Shareholders who are resident in jurisdictions other than Canada should consult their tax advisors with respect to the relevant tax implications of the Arrangement, including any associated filing requirements, in such jurisdictions. All SMART Shareholders should also consult their own tax advisors regarding relevant provincial, territorial or state tax considerations of the Arrangement.

The following description of the rights of Dissenting Shareholders is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of such holder’s Common Shares and is qualified in its entirety by the reference to the full text of the Interim Order, which is attached to this Information Circular as Appendix “C”, and the text of section 191 of the ABCA, which is attached to this Information Circular as Appendix “E”. A Dissenting Shareholder who intends to exercise the right to dissent should carefully consider and comply with the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement. Failure to comply with the provisions of that section, as modified by the Interim Order and the Plan of Arrangement, and to adhere to the procedures established therein may result in the loss of all rights thereunder. Accordingly, each Dissenting Shareholder should consult its own legal advisor.

The Court hearing the application for the Final Order has the discretion to alter the rights of dissent described herein based on the evidence presented at such hearing.

Pursuant to the Interim Order, a registered SMART Shareholder is entitled, in addition to any other rights the holder may have, to dissent and to be paid by AcquisitionCo the fair value of the Common Shares held by the holder in respect of which the holder dissents, determined as of the close of business on the last business day before the day on which the resolution from which such holder dissents was adopted. Only registered SMART Shareholders may exercise Dissent Rights. Persons who are beneficial SMART Shareholders who hold Common Shares registered in the name of an Intermediary who wish to exercise Dissent Rights should be aware that they may only do so through the registered owner of such Common Shares. Accordingly, a beneficial SMART Shareholder desiring to exercise Dissent Rights must make arrangements for the Common Shares beneficially owned by such beneficial SMART Shareholder to be registered in the name of such beneficial SMART Shareholder prior to the time the written objection to the Arrangement Resolution is required to be received by SMART or, alternatively, make arrangements for the registered holder of such Common Shares to exercise Dissent Rights on behalf of the beneficial SMART Shareholder.

A Dissenting Shareholder must send to SMART a written objection to the Arrangement Resolution, which written objection must be received by SMART, c/o Bennett Jones LLP, 4500 Bankers Hall East, 855 – 2nd Street S.W., Calgary, Alberta, T2P 4K7, Attention: Michael Mysak, by 9:00 a.m. (Calgary time) on July 21, 2016 (or the business day which is one business day preceding the date of the SMART Meeting if the SMART Meeting is not held on July 22, 2016). No SMART Shareholder who has voted in favour of the Arrangement

Resolution shall be entitled to exercise Dissent Rights with respect to the Arrangement. A registered holder of Common Shares may not exercise Dissent Rights in respect of only a portion of such holder’s Common Shares, but may exercise Dissent Rights only with respect to all of the Common Shares held by the holder.

An application may be made to the Court by SMART or by a Dissenting Shareholder after adoption of the Arrangement Resolution to fix the fair value of the Dissenting Shareholder’s Common Shares. If such an application to the Court is made by either SMART or a Dissenting Shareholder, SMART must, unless the Court otherwise orders, send to each Dissenting Shareholder a written offer to pay such person an amount considered by SMART to be the fair value of the Common Shares held by such Dissenting Shareholders. The offer, unless the Court otherwise orders, must be sent to each Dissenting Shareholder at least 10 days before the date on which the application is returnable, if SMART is the applicant, or within 10 days after SMART is served with a copy of the notice of the originating notice, if a Dissenting Shareholder is the applicant. The offer will be made on the same terms to each Dissenting Shareholder and will contain or be accompanied by a statement showing how the fair value was determined.

A Dissenting Shareholder may make an agreement with SMART for the purchase of such Dissenting Shareholder’s Common Shares in the amount of SMART’s offer (or otherwise) at any time before the Court pronounces an order fixing the fair value of the Common Shares.

A Dissenting Shareholder will not be required to give security for costs in respect of an application and, except in special circumstances, will not be required to pay the costs of the application and appraisal. On the application, the Court will make an order fixing the fair value of the Common Shares of all Dissenting Shareholders who are parties to the application, giving judgment in that amount against SMART and in favour of each of those Dissenting Shareholders, and fixing the time within which SMART must pay the amount payable to the Dissenting Shareholders. The Court may in its discretion allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder calculated from the date on which the Dissenting Shareholder ceases to have any rights as a SMART Shareholder until the date of payment.

On the Arrangement becoming effective, or upon the making of an agreement between SMART and the Dissenting Shareholder as to the payment to be made by SMART to the Dissenting Shareholder, or upon the pronouncement of a Court order, whichever first occurs, the Dissenting Shareholder will cease to have any rights as a SMART Shareholder other than the right to be paid the fair value of such Dissenting Shareholder’s Common Shares in the amount agreed to between SMART and the Dissenting Shareholder or in the amount of the judgment, as the case may be. Until one of these events occurs, the Dissenting Shareholder may withdraw its dissent, or if the Arrangement has not yet become effective, SMART may rescind the Arrangement Resolution, and, in either event, the dissent and appraisal proceedings in respect of that Dissenting Shareholder will be discontinued.

SMART shall not make a payment to a Dissenting Shareholder under section 191 of the ABCA if there are reasonable grounds for believing that SMART is or would after the payment be unable to pay its liabilities as they become due, or that the realizable value of the SMART Assets would thereby be less than the aggregate of its liabilities. In such event, SMART shall notify each Dissenting Shareholder that it is lawfully unable to pay Dissenting Shareholders for their Common Shares in which case the Dissenting Shareholder may, by written notice to SMART within 30 days after receipt of such notice, withdraw such holder’s written objection, in which case such Dissenting Shareholder shall be deemed to have participated in the Arrangement as a SMART Shareholder. If the Dissenting Shareholder does not withdraw such holder’s written objection, such Dissenting Shareholder retains its status as a claimant against SMART to be paid as soon as SMART is lawfully entitled to do so or, in liquidation, to be ranked subordinate to creditors but prior to its shareholders.

All Common Shares held by SMART Shareholders who exercise Dissent Rights will, if the holders are ultimately entitled to be paid the fair value thereof, be deemed to be transferred to AcquisitionCo at the Effective Time and cancelled in exchange for the fair value as of the close of business on the last business day before the Arrangement Resolution is approved by the SMART Shareholders. If such Dissenting Shareholders ultimately are not entitled to be paid the fair value thereof, such Dissenting Shareholders will be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Common Shares and such Common Shares will be deemed to be acquired by AcquisitionCo in exchange for the Cash Consideration.

The above summary does not purport to provide a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of their Common Shares. Section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement, requires adherence to the procedures established therein and failure to do so may result in the loss of all rights thereunder. Accordingly, each Dissenting Shareholder who is considering exercising Dissent Rights should carefully consider and comply with the provisions of section 191 of the ABCA, as modified by the Interim Order and the Plan of Arrangement, the full text of which are set out in Appendices “E”, “C” and Schedule “B” to Appendix “B”, respectively, to this Information Circular, and consult their own legal advisor.

The Arrangement Agreement provides that, unless otherwise waived by AcquisitionCo, it is a condition to the completion of the Arrangement, that Dissent Rights shall not have been properly exercised in respect of more than 5% of the outstanding Common Shares at the Effective Time.

Each of SMART, AcquisitionCo and the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can SMART provide any assurance, that the Arrangement Agreement will not be terminated by SMART, AcquisitionCo or the Purchaser before the completion of the Arrangement. In addition, the completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of SMART or the Purchaser Parties, including receipt of the required approvals of the SMART Shareholders and the Court. There is no certainty, nor can SMART provide any assurance, that these conditions will be satisfied or waived. If, for any reason, the Arrangement is not completed or delayed, the market price of the Common Shares may be adversely affected. Further, if the Arrangement Agreement is terminated, SMART will still have incurred costs for pursuing the Arrangement, including costs related to the diversion of management’s attention away from the conduct of SMART’s business.

FAILURE TO COMPLETE THE ARRANGEMENT COULD NEGATIVELY IMPACT THE PRICE OF COMMON SHARES, FUTURE BUSINESS AND OPERATIONS.

There are a number of material risks to which SMART is subject to relating to the Arrangement not being completed, including the following:

CERTAIN SMART DIRECTORS AND EXECUTIVE OFFICERS HAVE INTERESTS IN THE ARRANGEMENT THAT ARE DIFFERENT FROM THOSE OF THE SMART SHAREHOLDERS.

In considering the recommendation of the Board to vote in favour of the Arrangement Resolution, SMART Shareholders should be aware that certain directors and executive officers of SMART have interests in the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. See “Interest of Certain Persons or Companies in Matters to be Acted Upon” in this Information Circular.

If the Arrangement is not completed, SMART will continue to face, and SMART Shareholders will be exposed to, the risks associated with continuing as a public corporation and the risks that it currently faces with respect to its ongoing business, as described in the Annual Report. For additional risk factors relating to SMART, please see the Annual Report.

Registered SMART Shareholders are required to validly complete and duly sign a Letter of Transmittal, together with accompanying SMART Common Share certificate(s) and such other documents as may be required thereby and submit such documents to the Depositary, to receive the consideration (including the Cash Consideration) under the Arrangement. The procedures for SMART Shareholders are discussed below.

The details of the procedures for the deposit of SMART Common Share certificates and the delivery by the Depositary of the consideration payable pursuant to the Arrangement are set out in the Letter of Transmittal (printed on BLUE paper) accompanying this Information Circular. SMART Shareholders who have not received a Letter of Transmittal should contact Computershare Investor Services Inc., the Depositary, at 8^th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by telephone at 1-800-564-6253 (toll-free in Canada and US). The Letter of Transmittal will also be filed under SMART’s profile at www.sedar.com.

Failure to return the Letter of Transmittal and the certificates representing your Common Shares may result in a delay in you receiving the Cash Consideration payable under the Arrangement.

Registered SMART Shareholders must validly complete, duly sign and return the enclosed Letter of Transmittal, together with the certificate(s) representing their Common Shares and such other documents as may be required thereby, to the Depositary at one of the offices specified in the Letter of Transmittal.

If a SMART Shareholder deposits Common Shares with the Depositary prior to the SMART Meeting and if the Arrangement is approved at the SMART Meeting (including any adjournment thereof) the deposit of the Common Shares is irrevocable unless the Arrangement is not subsequently completed.

SMART Shareholders who do not forward to the Depositary a validly completed and duly signed Letter of Transmittal, together with their Common Share certificates, as applicable, and such other documents as may be required thereby, will not receive the Cash Consideration to which they are otherwise entitled under the Plan of Arrangement until such a deposit is made. Whether or not SMART Shareholders forward their Common Share certificate(s), upon the completion of the Plan of Arrangement on the Effective Date, SMART Shareholders will cease to be securityholders of SMART as of the Effective Date and will only be entitled to receive the Cash Consideration to which they are entitled under the Plan of Arrangement or, in the case of registered SMART Shareholders who properly exercise Dissent Rights, the right to receive fair value for their Common Shares in accordance with the dissent procedures set out above.

No commission will be charged to SMART Shareholders who deliver their certificate(s) evidencing Common Shares according to the instructions set out in the Letter of Transmittal.

The method of delivery of certificates representing Common Shares and all other required documents is at the option and risk of the person depositing his or her Common Shares. Any use of the mail to forward certificates representing Common Shares and the related Letter of Transmittal is at the election and sole risk of the person depositing Common Shares and documents so mailed shall be deemed to have been received by SMART only upon actual receipt by the Depositary. If such certificates and other documents are to be mailed, SMART recommends that insured mail be used with return receipt or acknowledgement of receipt requested.

The consideration payable to a former holder of Common Shares who has complied with the procedures set out above will, as soon as practicable after the Effective Date and after the receipt of all required documents: (i) be forwarded to the former holder of Common Shares at the address specified in the Letter of Transmittal by first-class

mail; or (ii) be made available at the offices of the Depositary at the addresses set out in the Letter of Transmittal for pickup by the holder as requested by the holder in the Letter of Transmittal. Under no circumstances will interest accrue or be paid by SMART, AcquisitionCo, the Purchaser or the Depositary on the Cash Consideration payable under the Arrangement for the Common Shares to persons depositing Common Shares with the Depositary, regardless of any delay in delivering the Cash Consideration payable for the Common Shares.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred to AcquisitionCo pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, AcquisitionCo or the Depositary, as applicable, will pay and deliver in exchange for such lost, stolen or destroyed certificate, the Cash Consideration payable to which the holder is entitled pursuant to the Plan of Arrangement. When authorizing such issuance and delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such consideration is to be paid and delivered shall, as a condition precedent to the delivery of such Cash Consideration, give a bond satisfactory to AcquisitionCo and the Depositary (acting reasonably) in such sum as AcquisitionCo and the Depositary may direct, or otherwise indemnify AcquisitionCo and the Depositary in a manner satisfactory to AcquisitionCo and the Depositary, acting reasonably, against any claim that may be made against AcquisitionCo and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Only registered SMART Shareholders may submit a Letter of Transmittal. If your Common Shares are registered in the name of an Intermediary, then you are not required to take any action and the Cash Consideration to which you are entitled if the Arrangement is completed will be delivered to the Intermediary through the procedures in place for such purposes between CDS & Co., Cede & Co. or similar entities and such Intermediaries. If you hold your Common Shares through an Intermediary, you should contact your Intermediary if you have questions regarding this process and to arrange for the Intermediary to complete the necessary steps to ensure that you receive the Cash Consideration in respect of your Common Shares if the Arrangement is completed.

The Plan of Arrangement provides that, subject to any applicable Laws relating to unclaimed personal property, from and after the Effective Time, each certificate that immediately prior to the Effective Time represented the Common Shares shall be deemed to represent only the right to receive the consideration in respect of such Common Shares required under the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. Any such certificate formerly representing the Common Shares not duly surrendered on or before the day that is three years less one day from the Effective Date shall cease to represent a claim by or interest of any kind or nature against or in any of SMART or AcquisitionCo. On such date, any and all consideration to which such former holder was entitled shall be deemed to have been surrendered to SMART or AcquisitionCo, as applicable.

No informed person (as that term is defined in NI 51-102) of SMART, or any associate or affiliate of any informed person, has had any material interest, direct or indirect, in any transaction, or proposed transaction, which has materially affected or would materially affect SMART or any of the SMART Subsidiaries since the commencement of the most recently completed financial year of SMART, except as disclosed under “Interest of Certain Persons or Companies in Matters to be Acted Upon” and elsewhere in this Information Circular.

The auditors of the Corporation are KPMG LLP, Chartered Professional Accountants, Calgary, Alberta. KPMG LLP has been the Corporation’s auditors since 1993 and has been the auditors of the Corporation since it became a public company in July 2010.

Management knows of no amendment, variation or other matter to come before the SMART Meeting other than the matters referred to in the Notice. If any other matter properly comes before the SMART Meeting, the proxy will be voted on those matters in accordance with the best judgment of the person voting the proxy.

Additional financial information regarding the Corporation’s business is contained in the audited consolidated financial statements and management’s discussion and analysis for the fiscal year ended March 31, 2016. These statements and all the continuous disclosure documents submitted to the various regulatory bodies, including the Exchanges, in compliance with applicable Securities Laws can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Additional information may also be obtained by contacting the Corporation at its offices located at 3636 Research Road N.W., Calgary, Alberta, T2L 1Y1, Attention: Investor Relations.

689522 N.B. Ltd., a corporation incorporated under the laws of the Province of New Brunswick (“AcquisitionCo”)

SMART Technologies Inc., a corporation existing under the laws of the Province of Alberta (“SMART”)

Foxconn Singapore (Pte)., a company organized and existing under the laws of Taiwan (the “Purchaser”)

WHEREAS AcquisitionCo proposes to acquire all of the issued and outstanding securities of SMART (the “Acquisition”);

AND WHEREAS the Parties (as defined herein) intend to carry out the Acquisition by way of a plan of arrangement under section 193 of the ABCA (as defined herein) substantially on the terms and conditions set forth in the Plan of Arrangement (annexed hereto as Schedule “B”);

AND WHEREAS the board of directors of SMART has unanimously: (i) determined that the Arrangement (as defined herein) is in the best interests of SMART; (ii) determined that the Arrangement is fair to the SMART Shareholders (as defined herein); (iii) approved the Arrangement, this Agreement (as defined herein) and the transactions contemplated hereby; and (iv) resolved to recommend that the Voting Securityholders (as defined herein) vote in favour of the Arrangement;

AND WHEREAS concurrently with the execution of this Agreement, and as a condition of, and inducement to, the willingness of the Purchaser Parties to enter into this Agreement, all of SMART’s directors, certain officers of SMART and certain SMART Securityholders (as defined herein) have entered into Lock-Up Agreements (as defined herein) with the Purchaser Parties;

AND WHEREAS concurrently with the execution of this Agreement, Foxconn (Far East) Ltd., an affiliate of the Purchaser, has issued a guarantee in favour of SMART guaranteeing the financial obligations of the Purchaser under this Agreement;

AND WHEREAS the Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to the Acquisition;

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

“Acquisition Proposal” means any direct or indirect proposal, inquiry or offer (written or oral) from any third party or group relating to:

“Agreement”, “this Agreement”, “herein”, “hereto” and “hereof” and similar expressions refer to this arrangement agreement as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and, where applicable, to the Schedules hereto;

“Arrangement” means the arrangement under the provisions of section 193 of the ABCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the provisions of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of SMART and the Purchaser, each acting reasonably;

“Arrangement Resolution” means the special resolution to approve the Arrangement to be presented to the Voting Securityholders at the SMART Meeting, substantially in the form set forth in Schedule “A” hereto;

“Authorization” means with respect to any person, any order, permit, approval, consent, waiver, license or similar authorization of any Governmental Entity having jurisdiction over the person;

“Board” means the board of directors of SMART, as constituted from time to time;

“business day” means any day, other than a Saturday, a Sunday or a statutory holiday in Calgary, Alberta or Republic of China (Taiwan);

“Cash Consideration” means the cash amount to be paid for each Common Share pursuant to the terms of the Arrangement, being $4.50 per Common Share;

“Closing Date” has the meaning ascribed thereto in Section 3.4 [Filing Articles of Arrangement and Issuing Certificate of Arrangement];

“Common Shares” means the common shares in the capital of SMART, and includes for greater certainty, any Common Shares issued upon the valid exercise of outstanding SMART Options;

“Company SEC Document” has the meaning ascribed thereto in Section 3.1(j);

“Condition Satisfaction Date” has the meaning ascribed thereto in Section 3.4 [Filing Articles of Arrangement and Issuing Certificate of Arrangement];

“Confidentiality Agreement” means the confidentiality agreement between SMART and the Purchaser dated February 8, 2016;

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding or other right or obligation (written or oral) to which SMART or any of the SMART Subsidiaries is a party or by which SMART or any of the SMART Subsidiaries is bound or affected or to which any of the SMART Assets is subject, other than, in each case, the SMART Plans;

“Deferred Closing Period” has the meaning ascribed thereto in Section 3.4 [Filing Articles of Arrangement and Issuing Certificate of Arrangement];

“Depositary” means such person as AcquisitionCo may appoint to act as depositary for the SMART Securities in relation to the Arrangement, with the approval of SMART, acting reasonably;

“Designated Officers” means, collectively, SMART’s Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, General Counsel, Vice President of Marketing, Vice President of People Services, Vice President of Operations, President, Solutions and Vice President of Global Operations;

“Disclosure Letter” means the disclosure letter dated the date hereof from SMART and all schedules, exhibits and appendices thereto, delivered by SMART to the Purchaser Parties with this Agreement, as amended, supplemented or otherwise agreed to between SMART and the Purchaser Parties;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement and the Interim Order;

“Due Diligence Materials” means the information contained in the files, reports, data, documents and other materials relating to SMART and the SMART Subsidiaries as provided either in physical form or in electronic form, in each case provided by SMART or its representatives or advisors to Purchaser or its representatives or advisors on or before the execution of this Agreement;

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

“Effective Time” has the meaning ascribed thereto in the Plan of Arrangement;

“Employee Obligations” means any obligations or liabilities of SMART and/or the SMART Subsidiaries to pay any amount to or on behalf of its directors, officers, personal service consultants or employees for

but does not include any obligation or liability for salary, accrued bonuses, benefits, vacation pay and directors’ fees in the ordinary course, in each case in amounts consistent with historic practices;

“Exchanges” means the Toronto Stock Exchange and the NASDAQ Stock Market, or any other stock exchange on which the Common Shares are then listed for so long as the Common Shares remain listed on such stock exchange;

“GAAP” means generally accepted accounting principles in the United States, which are in effect from time to time;

“including” means including without limitation, and “include” and “includes” have corresponding meanings;

“Indebtedness” means, with respect to any person, without duplication, (a) indebtedness of such person for borrowed money, secured or unsecured, (b) every obligation of such person evidenced by bonds, debentures, notes, derived obligations or other similar instruments, (c) every obligation of such person to pay the deferred purchase price of property or services, except trade accounts payable and other current liabilities arising in the ordinary course of business, (d) every obligation of such person under purchase money mortgages, conditional sale agreements or other similar instruments relating to purchased property or assets, (e) every capitalized or non-consolidated lease obligation of such person, (f) every obligation of such person under Swaps (valued at the termination value thereof), (g) every obligation of such person, contingent or otherwise, under acceptance credit, letters of credit or similar facilities, and (h) every obligation of the type referred to above of any other person, the payment of which such person has guaranteed or for which such person is otherwise responsible or liable;

together with, to the extent applicable, all copies and tangible embodiments of the foregoing (in whatever form or medium).

“Intellectual Property Rights” means any common law principle or statutory provision which may provide an intellectual property right in Intellectual Property, including all:

“Interim Order” means the interim order of the Court under subsection 193(4) of the ABCA, as contemplated by Section 3.3 [Interim Order] providing for, among other things, the calling and holding of the SMART Meeting, as the same may be amended by the Court with the consent of SMART and the Purchaser, each acting reasonably;

“Leased Properties” has the meaning ascribed thereto in Section 3.1(hh);

“Licensed IP” means the Intellectual Property Rights owned by Persons other than SMART or any SMART Subsidiary which is used in the operation, conduct or maintenance of the Business, as it is currently and has historically been operated, conducted or maintained, including, without limitation, Intellectual Property Rights owned by those Persons relating to the Technical Information;

“Lock-Up Agreements” means the agreements to vote in favour of the Arrangement Resolution from each of SMART’s directors, certain officers of SMART and from certain SMART Securityholders, substantially in the form set forth in Schedule “C” hereto;

“Matching Period” has the meaning ascribed thereto in Section 8.2(g)(v);

provided, however, that any such event, change, occurrence, effect or state of facts referred to in paragraphs (a), (b) or (c) above does not primarily relate only to (or have the effect of primarily relating only to) SMART and the SMART Subsidiaries, taken as a whole, or disproportionately adversely affects SMART and the SMART Subsidiaries, taken as a whole, compared to other companies of similar size operating in the industries in which SMART and the SMART Subsidiaries operate; references in this Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretive for purposes of determining whether a Material Adverse Effect has occurred;

“Material Contract” means any Contract: (i) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect; (ii) relating directly or indirectly to the guarantee of any

liabilities or obligations, or to Indebtedness (currently outstanding or which may become outstanding), for borrowed money in excess of $100,000, excluding guarantees or intercompany liabilities or obligations between two or more wholly-owned SMART Subsidiaries of SMART or between SMART and one or more of its wholly-owned SMART Subsidiaries; (iii) under which SMART or any of the SMART Subsidiaries is obligated to make or expects to receive payments in excess of $250,000 over the remaining term, or, if the Contract does not have a defined term, then over the next 12 months; (iv) providing for the establishment, investment in, organization or formation of, any joint ventures or partnerships; (v) that creates an exclusive dealing arrangement or right of first offer or refusal; (vi) the requires the consent of any party to the Contract to a change in control of SMART or any of the SMART Subsidiaries; (vii) other than in the ordinary course of business, providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $100,000; (viii) that limits or restricts in any material respect (A) the ability of SMART or any SMART Subsidiary to engage in any line of business or carry on business in any geographic area, or (B) the scope of persons to whom SMART or any of the SMART Subsidiaries may sell products or deliver services; (ix) that is a Contract with or for the benefit of any SMART Shareholder holding more than 5% of the issued and outstanding Common Shares, officer or director of SMART or any of the SMART Subsidiaries, or any of their respective affiliates or associates or (x) any “material contract” (as such term is defined in Section 601(b)(10) of Regulation S-K of the U.S. Securities Act), whether or not filed by SMART with the SEC;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“Mutual Releases” has the meaning ascribed thereto in Section 8.10 [Resignations];

“Offer Letters” means any offer of employment which includes any provisions pertaining to notice of termination of employment, severance payments, payments upon change of control, change of control provisions, restrictive covenants, or ownership of work product and/or confidentiality;

“Open Source Software” means all software that is distributed as “open source software” or “free software” or is otherwise publicly distributed or made generally available in source code or equivalent form under terms that permit modification and redistribution of such software or technology. Open Source Software includes any software under a similar licensing or distribution model (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and the Apache License);

“Originating Persons” means all current and former employees, officers, directors and consultants of SMART or any SMART Subsidiary or any of their respective affiliates, including, in the case of a consultant that is not an individual, all employees, officers, directors, shareholders and partners of the consultant;

“Outside Date” means September 8, 2016, or such later date as Purchaser and SMART may agree in writing; provided that if by September 8, 2016 the condition in Section 6.2(d) has not been satisfied, then the Outside Date shall be extended until the earlier to occur of (a) the third business day after the condition in Section 6.2(d) has been satisfied and (b) October 13, 2016;

“Owned IP” means all Intellectual Property Rights that are owned by SMART, any SMART Subsidiary or any of their respective affiliates, expressly including: (a) all of the patents (and each and any Invention claimed in such patents) and the trademarks that are set out on Schedule “D”; and (b) all Intellectual Property Rights relating to the Technical Information;

“Parties” means, collectively, the Purchaser, AcquisitionCo and SMART, and “Party” means any one of the Purchaser, AcquisitionCo or SMART;

“Plan of Arrangement” means the plan of arrangement substantially in the form set forth in Schedule “B” hereto and any amendments or variations thereto made in accordance with the provisions of the Plan of Arrangement or made at the direction of the Court with the consent of SMART and AcquisitionCo, each acting reasonably;

“Pre-Acquisition Reorganization” has the meaning ascribed thereto in Section 6.2 [Pre-Acquisition Reorganizations];

“Process Agent” has the meaning ascribed thereto in Section 10.2 [Governing Law; Waiver of Jury Trial];

“Purchaser Parties” means, together, the Purchaser and AcquisitionCo and “Purchaser Party” means any one of the Purchaser or AcquisitionCo;

“Record Date” means the record date determined for the Voting Securityholders to vote at the SMART Meeting;

“Registrar” means the Registrar of Corporations duly appointed under section 263 of the ABCA;

“Returns” means all returns, reports, filings, forms, elections, designations, notices, schedules, statements, estimates, declarations of estimated tax, information statements and returns, including any amendments, attachments, appendices and exhibits thereto, made, prepared, filed or required to be filed with a Governmental Entity with respect to Taxes;

“Securities Authorities” means the Exchanges and the securities commissions and other securities regulatory authorities in each of the provinces of Canada and the SEC;

“Securityholders’ Vote” has the meaning ascribed thereto in Section 3.3(c);

“SEDAR” means the System for Electronic Document Analysis and Retrieval;

“SMART Assets” means all of the assets, properties, Permits, rights or other privileges (whether contractual or otherwise) of SMART and the SMART Subsidiaries;

“SMART Circular” means the notice of the SMART Meeting and the accompanying SMART information circular, including all schedules, appendices and exhibits thereto, to be sent to the SMART Securityholders in connection with the SMART Meeting, as amended, supplemented or otherwise modified;

“SMART DSUs” means the deferred share units of SMART granted under the SMART Equity Incentive Plan;

“SMART Employees” means all employees of SMART or of any of the SMART Subsidiaries;

“SMART Equity Incentive Plan” means the equity incentive plan of SMART, as amended from time to time;

“SMART Employee Agreements” means the written employment agreements or Offer Letters between SMART and its directors, officers and employees;

“SMART Financial Statements” means the audited consolidated annual financial statements of SMART as at and for the 12 months ended March 31, 2015 together with the notes thereto and the auditor’s report thereon, and the

unaudited interim financial statements of SMART for the three and nine months ended December 31, 2015 together with the notes thereto;

“SMART Forward-Looking Information” has the meaning ascribed thereto in Section 4.1(l);

“SMART Meeting” means the special meeting or meetings of the Voting Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with this Agreement and the Interim Order to consider the Arrangement Resolution and any other matters which may be properly proposed to be voted on by the Voting Securityholders;

“SMART Offer Price” has the meaning ascribed thereto in Section 2.15(c);

“SMART Options” means the options to purchase Common Shares granted under the SMART Equity Incentive Plan;

“SMART’s Organizational Documents” means, together (i) the articles of amendment of SMART dated May 6, 2016, (ii) the articles of amendment of SMART dated August 7, 2014, and (iii) by-law no. 1 of SMART dated February 6, 2013;

“SMART Plans” means all employment, health, welfare, supplemental unemployment benefit, bonus, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, equity, equity-based, disability, pension, retirement or supplemental retirement plans and other employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements for the benefit of directors or former directors of SMART, the SMART Employees or former SMART Employees, which are maintained by or binding upon SMART, or in respect of which SMART has any actual or potential liability or to which SMART contributes or is or was at any time required to contribute;

“SMART’s Public Disclosure Record” means all documents filed by or on behalf of SMART on SEDAR under SMART’s profile since April 1, 2013;

“SMART PSUs” means the performance restricted share units of SMART granted under the SMART Equity Incentive Plan;

“SMART RSUs” means the restricted share units of SMART granted under the SMART Equity Incentive Plan;

“SMART Securities” means, collectively, the Common Shares and the SMART Options;

“SMART Securityholders” means, collectively, the SMART Shareholders, the SMART Optionholders, the holders of SMART RSUs, the holders of SMART DSUs and the holders of SMART PSUs;

“SMART Share Consolidation” means the consolidation of Common Shares which became effective on May 6, 2016 on the basis of one post-consolidation Common Share for every 10 pre-consolidation Common Shares;

“SMART Shareholders” means the registered and/or beneficial holders of the Common Shares, as the context requires;

(Russia) LLC, SMART Technologies (Germany) GmbH, SMART Technologies (France) SAS, SMART Technologies (GB) Limited, SMART Technologies (LATA) Inc., SMART Technologies (Seattle) Inc., SMART Technologies (APAC) Inc., SMART Technologies (Services) Inc., SMART Technologies NW Holdings Limited, Next Holdings Ltd., NextWindow Limited, NextWindow Singapore PTE Ltd.; and “SMART Subsidiary” means any one of the aforementioned entities, individually;

“Superior Proposal” means an unsolicited bona fide written Acquisition Proposal made after the date of this Agreement by a third party or group:

“Superior Proposal Notice” shall have the meaning ascribed thereto in Section 8.2(g)(iii);

“Swaps” means any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, hedge, commodity option, equity or equity index swap, equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures contract or any other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);

provincial pension plan contributions, installments, unemployment insurance contributions and employment insurance contributions, worker’s compensation and deductions at source, including taxes based on or measured by gross receipts, gross income, net income, profits, sales, capital, use and occupation, and including goods and services, harmonized value added, ad valorem, transfer, franchise, withholding, customs, payroll, stamp, recapture, premium, windfall profits, employment, excise and property duties and taxes, together with any interest, penalties, fines and additions imposed with respect to such amounts; and (ii) any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of being a “transferee” (within the meaning of section 160 of the Tax Act or any other similar applicable Law) of another person or a member of a related, non-arm’s length, affiliated or combined group;

“Technical Information” means all technical information owned by or licensed to SMART or any SMART Subsidiary or any of their respective affiliates relating to the Business, including all:

“Termination Fee” has the meaning ascribed thereto in Section 8.3 [Termination Fee];

“Transferred Information” means the personal information (namely, information about an identifiable individual other than their business contact information when used or disclosed for the purpose of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (a “Recipient”) by or on behalf of another Party (a “Disclosing Party”) as a result of or in conjunction with the transactions contemplated hereby, and includes all such personal information disclosed to the Recipient during the period leading up to and including the completion of the Arrangement;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended; and

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

In this Agreement words importing the singular number include the plural and vice versa, and words importing any gender include all genders. The term “third party” means any person other than SMART, the SMART Subsidiaries, AcquisitionCo or the Purchaser and their respective affiliates.

If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day that is a business day.

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of the United States of America and “$” refers to U.S. dollars.

All accounting terms used in this Agreement are to be interpreted in accordance with GAAP and all determinations of an accounting nature in respect of SMART required to be made shall be made in a manner consistent with GAAP.

In this Agreement, references to “the knowledge of SMART” means the actual knowledge of each of the Designated Officers after making reasonable enquiry, but does not include the knowledge or awareness of any other individual or any constructive, implied or imputed knowledge.

To the extent any covenants or agreements relate, directly or indirectly, to a SMART Subsidiary, each such provision shall be construed as a covenant by SMART to cause (to the fullest extent to which it is legally capable) such SMART Subsidiary to perform the required action.

The Parties acknowledge that their respective legal counsel have reviewed and participated in negotiating, drafting and settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form an integral part hereof:

The Purchaser Parties and SMART agree that the Arrangement shall be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Subject to the terms and conditions of this Agreement, SMART covenants in favour of the Purchaser Parties that SMART shall:

The notice of originating application for the Interim Order referred to in Section 3.2(a) shall request that the Interim Order provide, among other things:

The closing of the transactions contemplated hereby and by the Arrangement will take place at the offices of Bennett Jones LLP, in Calgary, Alberta, Canada, on the Closing Date.

Subject to compliance with Section 3.7 [Preparation of the SMART Circular], as promptly as reasonably practicable after the execution and delivery of this Agreement, SMART shall prepare the SMART Circular together with any other documents required by the Securities Laws or other applicable Laws in connection with the SMART Meeting required to be filed or prepared by SMART, and, subject to Section 3.7(b), as promptly as is reasonably practicable after the execution and delivery of this Agreement (and SMART shall do so by June 23, 2016), SMART shall, unless otherwise agreed by the Parties, cause the SMART Circular and other documentation required in connection with the SMART Meeting to be sent or delivered to the SMART Securityholders (such date, the “Circulation Date”) and be filed as required by the Interim Order and applicable Laws. The SMART Circular shall state that the Board has unanimously: (i) determined that the Arrangement is in the best interests of SMART; (ii) determined that the Arrangement is fair to the SMART Shareholders; (iii) approved the Arrangement, this Agreement and the transactions contemplated hereby; and (iv) resolved to recommend that the Voting Securityholders vote in favour of the Arrangement.

SMART shall provide AcquisitionCo and its legal counsel with a reasonable opportunity to review and comment upon drafts of the Interim Order, the Final Order and all other material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and shall accept the reasonable comments of AcquisitionCo and its legal counsel with respect to any such information required to be supplied by the Purchaser Parties and included in such material and any other matters contained therein. SMART shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, SMART shall not object to legal counsel to AcquisitionCo making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided such submissions are consistent with this Agreement and the Plan of Arrangement and provided further that SMART and its legal counsel are advised of the nature of any such submissions prior to the hearing. SMART shall also provide legal counsel to AcquisitionCo on a timely basis with copies of any notice and evidence served on SMART or its legal counsel in respect of the application for the Final Order or any appeal therefrom and any notice, written or oral, indicating the intention of any person to appeal or oppose the granting of the Interim Order or the Final Order. Subject to applicable Laws, SMART shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated hereby or with AcquisitionCo’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require AcquisitionCo to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases AcquisitionCo’s obligations set forth in any such filed or served materials or under this Agreement.

The initial press release with respect to this Agreement, the Arrangement and/or the transactions with respect thereto shall be mutually agreed to by SMART and the Purchaser. The Parties shall advise, consult and cooperate with each

other prior to issuing, or permitting any of its directors, officers, employees or agents to issue any news releases or otherwise make public statements with respect to this Agreement, the Arrangement and/or the transactions with respect thereto from the date hereof until the Effective Time. The Parties shall not issue any such news releases or make any such public statement prior to such consultation, except as may be required by applicable Law including, for greater certainty, in order to fulfill continuous disclosure obligations under Securities Laws or the fiduciary duties of the applicable board of directors and only after using its reasonable commercial efforts to consult each other taking into account the time constraints to which it is subject as a result of such Law. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing.

SMART represents that as of the date hereof it: (a) has received an opinion of the Financial Advisor to the effect that, as of such date, the Cash Consideration to be received by the SMART Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the SMART Shareholders and such Fairness Opinion has not been withdrawn, revoked or modified; and (b) has been advised by the Financial Advisor that the Financial Advisor will provide a written opinion to that effect for inclusion in the SMART Circular.

Concurrent with the execution and delivery of this Agreement, the Parties acknowledge that all of SMART’s directors, the Designated Officers and certain SMART Securityholders, beneficially owning or exercising control or direction over in the aggregate approximately 68% of the Common Shares (calculated on a non-diluted basis) have executed and delivered Lock-Up Agreements whereby they have agreed, among other things, to vote their Common Shares in favour of the Arrangement Resolution. The Parties agree that the SMART Circular shall reflect the execution and delivery of such Lock-Up Agreements and the intention of such Voting Securityholders to vote their Common Shares in favour of the Arrangement Resolution.

If, on or after the date of this Agreement, SMART sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Date or SMART pays any dividend or other distribution on the Common Shares prior to the Effective Time: (i) to the extent that the amount of such dividends or distributions per Common Share does not exceed the Cash Consideration, the Cash Consideration shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Common Share exceeds the Cash Consideration, such excess amount shall be placed in escrow for the account of AcquisitionCo or another person designated by AcquisitionCo.

AcquisitionCo, SMART and the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable to any SMART Securityholder under the Plan of Arrangement such amounts as AcquisitionCo, SMART and the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such consideration in accordance with applicable Laws with respect to Taxes. Any such amounts shall be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes under this Agreement as having been paid to the SMART Securityholders in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. No later than five Business Days prior to the Effective Date, SMART shall provide the Purchaser Parties a schedule setting forth the amounts that SMART reasonably believes must be deducted and withheld from the consideration otherwise payable to the SMART Securityholders based on letters of transmittal actually deposited by SMART Securityholders prior to such date.

At the reasonable request of AcquisitionCo or Purchaser, from time to time, SMART shall, as soon as reasonably practicable, provide Purchaser with lists (in both written and electronic form) of (i) the registered SMART Shareholders, together with their addresses and respective holdings of Common Shares, (ii) a list of the names and addresses and holdings of all persons having rights issued by SMART to acquire Common Shares (including SMART Options), and (iii) a list of non-objecting beneficial owners (as such term is defined in National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”)) of Common Shares, together with their addresses and respective holdings of Common Shares, all as of a date that is as close as reasonably practicable to the date of delivery of such lists. SMART shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated lists, as Purchaser may reasonably request.

Upon completion of the Arrangement, AcquisitionCo shall cause the Depositary to apply the funds deposited with the Depositary as contemplated in Section 1.1(d) to make the payments required by the Plan of Arrangement.

Contemporaneously with the execution and delivery of this Agreement, SMART is delivering to the Purchaser Parties certain written disclosures set forth in the Disclosure Letter which constitute an integral part of this Agreement and modify the representations and warranties of SMART as specifically described in the following sentence. Except as otherwise set forth in the numbered Section of the Disclosure Letter that relates to the correspondingly numbered Section of this Article III or in another Section of the Disclosure Letter to the extent that it is reasonably apparent on the face of such disclosure that such disclosure is applicable to such Section of this Article III, SMART represents and warrants to and in favour of the Purchaser Parties and acknowledges that the Purchaser Parties are relying upon such representations and warranties in connection with the entering into of this Agreement that:

The representations and warranties of SMART contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time. This Section 4.2 shall not limit any undertaking, obligation, covenant or agreement of whatever nature of SMART which, by its terms, contemplates performance after the Effective Time or date on which this Agreement is terminated, as the case may be.

The Purchaser Parties hereby represent and warrant to SMART as follows and acknowledges that SMART is relying upon these representations and warranties in connection with the entering into of this Agreement:

The representations and warranties of the Purchaser Parties contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time. This Section 4.2 shall not limit any undertaking, obligation, covenant or agreement of whatever nature of AcquisitionCo which, by its terms, contemplates performance after the Effective Time or date on which this Agreement is terminated, as the case may be.

SMART covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time or the time that this Agreement is terminated in accordance with its terms, unless Purchaser shall otherwise consent in writing, such consent not to be unreasonably withheld, conditioned or delayed, or except as is otherwise expressly permitted or contemplated by this Agreement, the Plan of Arrangement or as is otherwise required by applicable Law:

SMART agrees that, upon request by Purchaser, SMART shall, and shall cause the SMART Subsidiaries to, use all reasonable commercial efforts to: (a) effect such reorganizations of their respective businesses, operations and assets or such other transactions (which, for certainty, may include transactions to which AcquisitionCo, or an affiliate thereof, may be party) as Purchaser may request, acting reasonably (each, a “Pre-Acquisition Reorganization”); and (b) co-operate with Purchaser and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that: (i) the Pre-Acquisition Reorganizations are not prejudicial to SMART and the SMART Subsidiaries (taken as a whole) or the SMART Securityholders (in each case, having regard to the indemnities provided herein); (ii) the Pre-Acquisition Reorganizations do not materially impair the ability of AcquisitionCo to complete the Arrangement or materially delay the completion of the Arrangement; (iii) the Pre-Acquisition Reorganizations are effected as close as reasonably practicable prior to the Effective Time; (iv) none of SMART or the SMART Subsidiaries is required to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any SMART Securityholders incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to this Section 6.2; (v) the Pre-Acquisition Reorganizations do not result in any material breach by SMART or any of the SMART Subsidiaries of any Contract or any breach by SMART or any of the SMART Subsidiaries of their respective organizational documents or Law; and (vi) the Pre-Acquisition Reorganizations shall not become effective unless Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 7.1 [Mutual Conditions Precedent] and Section 7.2 [Additional Conditions Precedent to the Obligations of AcquisitionCo] and shall have confirmed in writing that it is prepared to promptly and without condition (other than compliance with this Section 6.2) proceed to effect the Arrangement. AcquisitionCo waives any breach of a representation, warranty or covenant by SMART, where such breach is a result of an action taken by SMART or a SMART Subsidiary in good faith pursuant to a request by Purchaser in accordance with this Section 6.2. Purchaser shall provide written notice to SMART of any proposed Pre-Acquisition Reorganization at least 10 days prior to the Effective Time. Upon receipt of such notice, AcquisitionCo and SMART shall work co-operatively and use reasonable commercial efforts to prepare, prior to the Effective Time, all documentation necessary and do all such other acts and things as are reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require SMART to obtain approval of the SMART Securityholders (other than as properly put forward and approved at the SMART Meeting)), to give effect to such Pre-Acquisition Reorganization. If the Arrangement is not completed other than due to a breach by SMART of the terms and conditions of this Agreement, AcquisitionCo shall (x) forthwith reimburse SMART for all reasonable out-of-pocket costs and expenses incurred in connection with any proposed Pre-Acquisition Reorganization; and (y) indemnify SMART and its directors, officers, employees, representatives and agents for any losses, costs, liabilities, damages, claims, judgments and penalties (other than those reimbursed in accordance with the foregoing) incurred by them and arising directly out of any Pre-Acquisition Reorganization, other than loss of profit; provided however, that such indemnity shall include any reasonable costs incurred by SMART in order to restore the organizational structure of SMART to a substantially identical structure of SMART as at the date hereof.

SMART shall perform, and shall cause the SMART Subsidiaries to perform, all obligations required to be performed by SMART or any of the SMART Subsidiaries under this Agreement, cooperate, and cause each of the Designated Officers to cooperate, with the Purchaser Parties in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and, without limiting the generality of the foregoing, SMART shall and, where appropriate, shall cause the SMART Subsidiaries to:

Each of the Purchaser Parties shall perform all obligations required to be performed by it under this Agreement, cooperate with SMART in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and, without limiting the generality of the foregoing, the Purchaser Parties shall:

The Purchaser shall cause AcquisitionCo to perform all of its obligations under this Agreement and hereby guarantees, covenants and agrees to be jointly and severally liable with AcquisitionCo for the due and punctual performance of the obligations of AcquisitionCo arising under this Agreement and the Plan of Arrangement.

Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will:

SMART shall use its reasonable commercial efforts to provide AcquisitionCo with written evidence of any consent to the Acquisition being granted by any owner of Licensed IP that has granted rights to SMART under a Licence Agreement in each case where the terms and conditions of such Licence Agreement require such consent.

SMART shall obtain an estoppel certificate from HOOPP Realty Inc., in a form reasonably acceptable to the Purchaser or otherwise in the form required by Section 6.24 of the underlying lease, in connection with the lease dated May 7, 2013 between SMART Technologies ULC, as tenant, and HOOPP Realty Inc., as landlord, with respect to 3636 Research Road N.W; provided that, if, prior to the Effective Time, SMART is unable to obtain such estoppel certificate, SMART may satisfy this obligation by executing and delivering to the Purchaser an estoppel certificate executed by SMART in the same form.

The obligations of the Parties to complete the transactions contemplated hereby are subject to the fulfillment, on or before the Effective Time or such other time specified, of each of the following conditions precedent:

The foregoing conditions precedent are for the mutual benefit of the Parties and may only be waived, in whole or in part, by the mutual consent of the Parties in writing at any time in their sole discretion without prejudice to any other rights they may have. If any of the said conditions shall not be satisfied or waived in writing by both Parties on or before the date required for their performance and provided such non-compliance did not arise from the acts or omissions of the Party wishing to terminate, then a Party may terminate this Agreement by written notice to the other Party in addition to the other rights or remedies it may have at law or in equity against such other Party.

The obligations of the Purchaser Parties to complete the transactions contemplated hereby shall also be subject to the fulfillment of each of the following conditions precedent, provided that if the condition set forth in Section 6.2(e) is satisfied on the Condition Satisfaction Date then such condition shall be deemed to be satisfied at all times during the Deferred Closing Period up to and including the Effective Time for all purposes in this Agreement:

The foregoing conditions precedent are for the exclusive benefit of the Purchaser Parties and may be waived, in whole or in part, by the Purchaser Parties in writing at any time in its sole discretion without prejudice to any other rights it may have. If any of the said conditions shall not be satisfied or waived in writing by the Purchaser Parties on or before the date required for their performance and provided such non-compliance did not arise from the acts or omissions of the Purchaser Parties, then the Purchaser Parties may terminate this Agreement by written notice to SMART in addition to the other rights or remedies it may have at law or in equity against SMART.

The obligations of SMART to complete the transactions contemplated hereby shall also be subject to the following conditions precedent:

The foregoing conditions precedent are for the exclusive benefit of SMART and may be waived, in whole or in part, by SMART in writing at any time in its sole discretion without prejudice to any other rights it may have. If any of the said conditions shall not be satisfied or waived in writing by SMART on or before the date required for their performance and provided such non-compliance did not arise from the acts or omissions of SMART, then SMART may terminate this Agreement by written notice to AcquisitionCo in addition to the other rights or remedies it may have at law or in equity against AcquisitionCo.

The Parties acknowledge that the payment of the Termination Fee set forth in Section 7.3 [Termination Fee] is the payment of liquidated damages that is a genuine pre-estimate of the damages AcquisitionCo will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and is not a penalty. SMART irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. For greater certainty, AcquisitionCo agrees that its right to receive payment of the amount determined pursuant to Section 7.3 [Termination Fee] in the manner provided therein is the sole and exclusive remedy of AcquisitionCo in respect of the event giving rise to such payment; provided that this limitation shall not apply in respect of the event giving rise to such payment if there was fraud or a willful breach of this Agreement by SMART.

If this Agreement is terminated pursuant to Section 8.2(b)(ii), then SMART shall pay to AcquisitionCo (by wire transfer of immediately available funds), within three business days after such termination, the actual fees, costs and expenses incurred by the Purchaser Parties in connection with this Agreement and the transactions contemplated hereby, including the Arrangement, on or prior to the termination of this Agreement up to a maximum of $2,500,000. Except as provided in Section 6.2 [Pre-Acquisition Reorganizations], Section 5.4 [Covenants of the Purchaser Parties Regarding the Arrangement] and this Section 7.5 [Fees and Expenses], each Party shall pay all fees, costs and expenses incurred by such Party in connection with this Agreement and the Arrangement.

From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with Section 6.7(b), applicable Law and the terms of any existing Contracts, SMART shall, and shall cause the SMART Subsidiaries and their respective officers, directors, SMART Employees, independent auditors, advisers and agents to afford to AcquisitionCo and to its officers, employees, agents and representatives such access as AcquisitionCo may reasonably require at all reasonable times to its officers, senior employees, agents, offices, properties, books, records and Contracts, and shall make available to AcquisitionCo all data and information as AcquisitionCo may reasonably request, provided such access does not cause any unreasonable disruption to SMART’s business and operations prior to the Effective Time. AcquisitionCo acknowledges and agrees that all such information provided pursuant to this Section 8.6 [Access to Information; Confidentiality] is subject to the provisions of the Confidentiality Agreement. The Parties hereby acknowledge and agree that no investigations pursuant to this Section 8.6 [Access to Information; Confidentiality] shall affect or be deemed to modify any representation or warranty made by SMART herein.

Subject to applicable Laws, AcquisitionCo and SMART shall use their reasonable commercial efforts to cause the Common Shares to be delisted from the Exchanges promptly following the completion of the Arrangement.

SMART shall use its reasonable commercial efforts to obtain and deliver to AcquisitionCo at the Effective Time evidence reasonably satisfactory to AcquisitionCo of the resignations effective as of the Effective Time, of all of the directors and officers of SMART requested by AcquisitionCo. Such resignations shall be received in consideration for AcquisitionCo and SMART providing releases to each such persons (in a form satisfactory to AcquisitionCo and such resigning person, each acting reasonably) (the “Mutual Releases”), which Mutual Releases shall contain exceptions for amounts or obligations owing to such directors and/or officers for accrued but unpaid salary, directors’ fees, bonuses, payments in respect of SMART Options, other payments due pursuant to the Arrangement as a SMART Securityholder, benefits and other compensation or pursuant to indemnity or directors’ and officers’ insurance arrangements, and for any change of control payments that may be owing to them pursuant to the terms of their employment with SMART or any of the SMART Subsidiaries.

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the SMART Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties,

without further notice to or authorization on the part of the Voting Securityholders, and any such amendment may, subject to the Interim Order and Final Order and applicable Laws, without limitation:

provided that no such amendment reduces or materially adversely affects the consideration to be received by a SMART Securityholder without approval by the affected SMART Securityholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

SMART, on the one hand, and either of the Purchaser Parties, on the other hand, may:

provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Parties and, unless otherwise provided in the written waiver, shall be limited to the specific breach, covenant or condition waived. A Party’s failure or delay in exercising any right under this Agreement shall not operate as a waiver of that right. A single or partial exercise of any right shall not preclude a Party from any other further exercise of that right or the exercise of any other right.

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or sent by facsimile or e-mail transmission, or as of the following business day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of Alberta and the federal Laws of Canada applicable therein, and shall be construed and treated in all respects as an Alberta contract. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of the Province of Alberta in respect of all matters arising under and in relation to this Agreement and the Arrangement. Each Party hereby waives any right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the transactions contemplated hereby or the actions of the Parties in the negotiation, administration, performance and enforcement of this Agreement.

The Parties agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, except as provided for in Section 8.4 [Liquidated Damages], the Parties shall be entitled to equitable remedies, including specific performance, a restraining order and interlocutory, preliminary and permanent injunctive relief and other equitable relief to prevent breaches or threatened breaches of this Agreement, any requirement for the securing or posting of any bond in connection with obtaining any such injunctive or other equitable relief hereby being waived. Such remedies shall not be the

exclusive remedies for any breach of this Agreement but shall be in addition to all other remedies available at law or equity to each of the Parties.

Each Party shall, from time to time and at all times hereafter, at the request of the other Parties, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and

instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Except as provided in Section 6.2 [Pre-Acquisition Reorganizations] and Section 8.8 [Insurance and Indemnification] and except for the rights of the SMART Securityholders to receive the consideration for their SMART Securities contemplated by the Plan of Arrangement following the Effective Time, which rights are hereby acknowledged and agreed by AcquisitionCo, this Agreement shall not confer any rights or remedies upon any person other than the Parties to this Agreement. AcquisitionCo appoints SMART as the trustee for the SMART Employees, directors and officers of SMART and the SMART Subsidiaries, as applicable, of the covenants of AcquisitionCo as specified in Section 6.2 [Pre-Acquisition Reorganizations] and Section 8.8 [Insurance and Indemnification] of this Agreement and SMART accepts such appointment and agrees to hold the benefit and enforce the performance of such covenants on behalf of such persons.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

IN WITNESS WHEREOF each of the Parties has caused this Agreement to be executed as of the date of this Agreement by their respective directors and officers thereunto duly authorized.


689522 N.B. LTD.

Per:		(signed) “Lap Shun Hui”
		Name: Lap Shun Hui Title: Director

FOXCONN SINGAPORE (PTE).

Per:		(signed) “Mark Chien”
		Name: Mark Chien Title: Authorized Person


SMART TECHNOLOGIES INC.

Per:		(signed) “Neil Gaydon”
		Name: Neil Gaydon Title: President and Chief Executive Officer

Per:		(signed) “Michael J. Mueller”
		Name: Michael J. Mueller Title: Chairman

Special Resolution of the Voting Securityholders pursuant to section 193 of the ABCA

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“AcquisitionCo” means 689522 N.B. Ltd., a corporation incorporated under the laws of the Province of New Brunswick.

“Arrangement Agreement” means the arrangement agreement made as of May 26, 2016 among the Purchaser, AcquisitionCo and SMART (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“Arrangement Resolution” means the special resolution approving this Plan of Arrangement to be considered at the SMART Meeting by SMART Shareholders.

“Articles of Arrangement” means the articles of arrangement of SMART in respect of the Arrangement, required under subsection 193(10) of the ABCA to be filed with the Registrar after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to SMART and the Purchaser, each acting reasonably.

“Business Day” means any day, other than a Saturday, Sunday or a statutory holiday in Calgary, Alberta.

“Cash Consideration” means the cash amount to be paid for each Common Share pursuant to the terms of the Arrangement, being $4.50 per Common Share.

“Common Shares” means the common shares in the capital of SMART and includes, for greater certainty, any Common Shares issued upon the valid exercise of outstanding SMART Options.

“Depositary” means such person as AcquisitionCo may appoint to act as depositary for the SMART Securities in relation to the Arrangement, with the approval of SMART, acting reasonably.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in this Plan of Arrangement and the Interim Order.

“Dissenting Holder” means a registered SMART Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Common Shares in respect of which Dissent Rights are validly exercised by such registered SMART Shareholder.

“Effective Date” means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

“Effective Time” means 12:01 am (Calgary time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Governmental Entity” means (a) any multinational, federal, provincial, territory, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign, (b) any subdivision, commission, agency, board, agent or authority of any of the foregoing, (c) the Exchanges, or (d) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Interim Order” means the interim order of the Court in a form acceptable to SMART and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the SMART Meeting, as such order may be amended by the Court with the consent of SMART and the Purchaser, each acting reasonably.

“Law” means all laws (including common law), statutes, by-laws, rules, regulations, principles of law and equity, orders, codes, protocols, guidelines, rulings, ordinances, judgments, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, Environmental Laws, Securities Laws and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, and the term “applicable” with respect to such Laws (including Environmental Laws and Securities Laws) and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or Parties or its business, undertaking, property or securities and emanate from a person having jurisdiction over the Party or Parties or its or their business, undertaking, property or securities.

“Letter of Transmittal” means a letter of transmittal in the form sent to holders of Common Shares for use in connection with the Arrangement.

“Lien” means any mortgage, charge, hypothec, prior claim, lien, pledge, assignment for security, security interest, guarantee, right of third parties or other encumbrance, or any collateral securing the payment obligations of any person, as well as any other agreement or arrangement with any similar effect whatsoever.

“Parties” means SMART, the Purchaser and AcquisitionCo, and “Party” means either of them.

“Person” includes an individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

“Plan of Arrangement” means this plan of arrangement proposed under Section 193 of the ABCA, and any amendments or variations made in accordance with the Arrangement Agreement or Section 6.1 or made at the direction of the Court in the Final Order with the prior written consent of SMART and AcquisitionCo, each acting reasonably.

“Purchaser” means Foxconn Singapore (PTE), a corporation incorporated under the laws of Singapore.

“Registrar” means the Registrar of Corporations duly appointed under section 263 of the ABCA.

“Securities Laws” means the Securities Act, R.S.A. 2000, c. S-4, all other applicable Canadian securities laws and all rules and regulations and published policies thereunder, United States federal and state securities laws and all rules and regulations and published policies thereunder and applicable stock exchange rules and listing standards of the Exchanges.

“SMART” means SMART Technologies Inc., a corporation incorporated under the laws of the Province of Alberta.

“SMART Circular” means the notice of the SMART Meeting and the accompanying SMART information circular, including all schedules, appendices and exhibits thereto, to be sent to the applicable SMART Securityholders in connection with the SMART Meeting, as amended, supplemented or otherwise modified.

“SMART DSUs” means the deferred share units of SMART granted under the SMART Equity Incentive Plan;

“SMART Equity Incentive Plan” means the equity incentive plan of SMART, as amended from time to time.

“SMART Meeting” means the special meeting or meetings of the SMART Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Arrangement Agreement and the Interim Order to consider the Arrangement Resolution and any other matters which may be properly proposed to be voted on by the SMART Shareholders.

“SMART Options” means the outstanding options to purchase Common Shares granted under the SMART Equity Incentive Plan.

“SMART PSUs” means the performance restricted share units of SMART granted under the SMART Equity Incentive Plan;

“SMART RSUs” means the restricted share units of SMART granted under the SMART Equity Incentive Plan excluding, for greater certainty, SMART PSUs;

“SMART Securities” means, collectively, the Common Shares and the SMART Options.

“SMART Securityholders” means, collectively, the SMART Shareholders, the holders of SMART Options, the holders of SMART RSUs, the holders of SMART DSUs and the holders of SMART PSUs.

“SMART Shareholders” means the registered and/or beneficial holders of Common Shares, as the context requires.

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Parties, all SMART Shareholders, and all holders of SMART DSUs, SMART PSUs, SMART RSUs and SMART Options, including Dissenting Holders, the register and transfer agent of SMART, the Depositary and all other Persons, at and after, the Effective Time without any further act or formality required on the part of any Person.

At the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality:

If, on or after the date of the Arrangement Agreement but prior to the Effective Time or termination of the Arrangement Agreement, SMART sets a record date for any dividend or other distribution on the Common Shares that is prior to the Effective Time or SMART pays any dividend or other distribution on the Common Shares prior to the Effective Time: (i) to the extent that the amount of such dividends or distributions per Common Share does not exceed the Cash Consideration, the Cash Consideration shall be reduced by the amount of such dividends or distributions; and (ii) to the extent that the amount of such dividends or distributions per Common Share exceeds the Cash Consideration, such excess amount shall be placed in escrow for the account of AcquisitionCo or another Person designated by AcquisitionCo.

Registered SMART Shareholders may exercise dissent rights with respect to the Common Shares held by such holders (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Section 191 of the ABCA, as modified by the Interim Order and this Section 3.1; provided that, notwithstanding subsection 191(5) of the ABCA, the written objection to the Arrangement Resolution referred to in subsection 191(5) of the ABCA must be received by SMART not later than 5:00 p.m. (Calgary time) two Business Days immediately preceding the date of the SMART Meeting (as it may be adjourned or postponed from time to time). Dissenting

Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Common Shares held by them and in respect of which Dissent Rights have been validly exercised to AcquisitionCo free and clear of all Liens, as provided in Section 2.3(f) and if they:

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Common Shares that were transferred pursuant to Section 3.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, cash deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to AcquisitionCo and the Depositary (each acting reasonably) in such sum as AcquisitionCo may direct (acting reasonably), or otherwise indemnify AcquisitionCo and SMART in a manner satisfactory to AcquisitionCo and SMART, each acting reasonably, against any claim that may be made against AcquisitionCo and SMART with respect to the certificate alleged to have been lost, stolen or destroyed.

AcquisitionCo, SMART and the Depositary shall each be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1), such amounts as AcquisitionCo, SMART or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the United States Internal Revenue Code of 1986 or any provision of any other Law. To the extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Common Shares, SMART Options, SMART RSUs, SMART DSUs or SMART PSUs issued or outstanding prior to the Effective Time, (b) the rights and obligations of the SMART Securityholders, the Parties, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Common Shares, SMART Options, SMART RSUs, SMART DSUs or SMART PSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Reference is made to the Arrangement Agreement dated as of the date hereof (the “Arrangement Agreement”) between 689522 N.B. Ltd. (“AcquisitionCo”), Foxconn Singapore (Pte). (the “Purchaser”) and SMART Technologies Inc. (“SMART”), which contemplates an arrangement of AcquisitionCo and SMART pursuant to section 193 of the Business Corporations Act (Alberta) (the “Arrangement”). All capitalized terms not defined herein shall have the meanings attributed thereto in the Arrangement Agreement.

Under the Arrangement, AcquisitionCo intends to acquire all of the issued and outstanding Common Shares.

We understand that you (the “SMART Securityholder”) beneficially own, directly or indirectly, or exercise control or direction over, the number and class of securities of SMART set forth in your acceptance below (collectively, the “Subject Securities”) which term shall include any SMART Securities issued to the SMART Securityholder after the date hereof pursuant to the exercise, vesting or settlement, as applicable, of any of such securities and all SMART Securities otherwise acquired by the SMART Securityholder after the date hereof.

In consideration for AcquisitionCo entering into the Arrangement Agreement with SMART, the SMART Securityholder hereby agrees to be bound by the terms set forth in “Terms of Lock-Up Agreement between Securityholders of SMART Technologies Inc., 689522 N.B. Ltd. and Foxconn Singapore (Pte).”, attached hereto and forming a part hereof.

The foregoing is hereby accepted as of and with effect from the day of May, 2016 and the undersigned hereby confirms that the undersigned beneficially owns, directly or indirectly, or exercises control or direction over, the Subject Securities indicated below.

Terms of Lock-Up Agreement between Securityholders of SMART Technologies Inc., 689522 N.B. Ltd. and Foxconn Singapore (Pte).

By the acceptance of this letter agreement, the SMART Securityholder hereby irrevocably and unconditionally (except upon termination of this letter agreement in accordance with its terms) agrees (or shall cause the holder of record to, if the SMART Securityholder is the beneficial owner but not the holder of record of, or exercises control or direction over, the Subject Securities), from the date hereof until this letter agreement is terminated pursuant to paragraph 6 of this letter agreement:

It is acknowledged that the covenants of the SMART Securityholder set forth in paragraphs 1(c), 1(d) and 1(f) relate to the SMART Securityholder acting solely in the capacity of a holder of, or exercising control or direction over, the Subject Securities and shall not bind the SMART Securityholder in its capacity as a director or officer of SMART.

The SMART Securityholder represents and warrants to AcquisitionCo, and hereby acknowledges that SMART and AcquisitionCo are relying upon such representations and warranties, that at the date hereof:

AcquisitionCo and the Purchaser hereby jointly and severally represent and warrant to, and jointly and severally covenant with, the SMART Securityholder that:

If any of the Subject Securities held by the SMART Securityholder, or over which control or direction is exercised by the SMART Securityholder, are held through a corporation, trust or other entity over which the SMART Securityholder has control, as defined in the Securities Act (Alberta) (either alone or in conjunction with any other person), the SMART Securityholder shall act, vote and exercise its power and authority consistent with the terms and conditions of this letter agreement.

AcquisitionCo and the SMART Securityholder agree to pay their own respective expenses incurred in connection with this letter agreement. This section shall survive termination of this letter agreement pursuant to Section 6.

It is understood and agreed that the respective rights and obligations hereunder of AcquisitionCo and the SMART Securityholder shall cease and this letter agreement shall terminate on the earlier of (a) the Effective Time, (b) the time that the Arrangement Agreement is terminated in accordance with its terms, or (c) the mutual written consent of AcquisitionCo and the SMART Securityholder.

Except as expressly set forth herein, this letter agreement constitutes the entire agreement between the parties and may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. No waiver of any provision hereof by any party shall be deemed a waiver by any other party nor shall any such waiver be deemed a continuing wavier of any matter by such party.

No party to this letter agreement may assign any of its rights or obligations under this letter agreement without the prior written consent of the other party. The above notwithstanding, AcquisitionCo may assign all or any part of its rights or obligations under this letter agreement and any agreements ancillary hereto to one or more of its direct or indirect wholly-owned subsidiaries, affiliates or any combination thereof.

Prior to the first public disclosure of the existence and terms and conditions of this letter agreement, neither party hereto shall disclose the existence of this letter agreement, or any details hereof, to any person other than AcquisitionCo or SMART, or their respective directors, officers

and advisors, without the prior written consent of the other party hereto, except to the extent required by Law. The existence and terms and conditions of this letter agreement may be disclosed by AcquisitionCo and SMART in the news release of SMART announcing the Arrangement, in the SMART Circular prepared in respect of the SMART Meeting and as otherwise required by Law (including by filing on SEDAR).

This letter agreement will be binding upon and enure to the benefit of AcquisitionCo, the SMART Securityholder and their respective executors, administrators, successors and permitted assigns.

This letter agreement shall be governed by and construed in accordance with the Laws of the Province of Alberta and the federal Laws of Canada applicable therein and each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Alberta.

Each party agrees that if this letter agreement is breached, or if a breach hereof is threatened, damages may be an inadequate remedy, and therefore, without limiting any other remedy available at Law or in equity, an injunction, restraining order, specific performance and other forms of equitable relief for damages, or any combination thereof shall be available to the other parties.

The SMART Securityholder shall from time to time and at all times hereafter at the request of AcquisitionCo, acting reasonably, but without further consideration, do and perform all such further acts, matters and things and execute and deliver all such further documents, deeds, assignments, agreements, notices and writings and give such further assurances as shall be reasonably required for the purpose of giving effect to this letter agreement.

Each of the covenants, provisions, sections, subsections and other subdivisions hereof is severable from every other covenant, provision, section, subsection and subdivision and the invalidity or unenforceability of any one or more covenants, provisions, sections, subsections and other subdivisions hereof shall not affect the validity or enforceability of the remaining covenants, provisions, sections, subsections or subdivisions hereof.

This letter agreement may be signed in counterparts which together shall be deemed to constitute one valid and binding agreement and delivery of such counterparts may be effected by means of facsimile or scanned e-mail.

This letter agreement shall be effective and enforceable in accordance with its terms as of the date that the Arrangement Agreement is executed by the parties thereto.

UPON the Originating Application (the “Originating Application”) of SMART Technologies Inc. (“SMART”) for an interim order under section 193 of the Business Corporations Act, RSA 2000, c B-9, as amended (the “ABCA”) in connection with a proposed arrangement under section 193 of the ABCA involving SMART, 689522 N.B. Ltd., Foxconn Singapore (Pte). and the shareholders of SMART;

AND UPON reading the Originating Application and the Affidavit of Neil Gaydon sworn June 15, 2016 (the “Affidavit”), filed herein, and the documents referred to therein;

but in no event shall SMART, AcquisitionCo or any other person be required to recognize such Shareholders as holders of Common Shares after the Effective Time, and the names of such Shareholders shall be removed from the register of Common Shares.

at the address for such Shareholders as they appear in the records of SMART, and to the directors and auditors of SMART.

Shareholders, substantially in the forms contained in Exhibit “1” to the Affidavit, and the hearing in respect of the Notice of Originating Application shall be given in accordance with securities law obligations under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators.

Bankers Hall East, 855-2nd Street S.W., Calgary, Alberta, T2P 4K7, Attention: Michael Mysak.

(signed) “Justice J. Strekaf”

J.C.Q.B.A

We understand that SMART Technologies Inc., an Alberta corporation (the “Company”), proposes to enter into an Arrangement Agreement and Plan of Arrangement, dated as of the date hereof (the “Arrangement Agreement”), with 689522 N.B. Ltd. and Foxconn Singapore (Pte). (the “Purchaser Parties”), each a wholly-owned subsidiary of Hon Hai Precision Industry Co., Ltd. (“Foxconn”) (the “Transaction”). In connection and concurrently with the entering into of the Arrangement Agreement, Foxconn (Far East) Ltd., a direct subsidiary of Foxconn, will provide a guarantee to the Company of all the financial obligations of the Purchaser Parties in connection with the Arrangement Agreement. Pursuant to the terms of the Arrangement Agreement, holders of the Company’s Common Shares (the “Company Common Shares”) will receive US$4.50 in cash per Company Common Share (the “Consideration”). The terms and conditions of the Transaction are more fully set forth in the Arrangement Agreement and terms used herein and not defined shall have the meanings ascribed thereto in the Arrangement Agreement.

The Board of Directors has asked us whether, in our opinion, the Consideration is fair, from a financial point of view, to the holders of shares of Company Common Shares entitled to receive such Consideration.

EVERCORE PARTNERS CANADA, 181 BAY STREET, SUITE 3630, TORONTO, ON, CANADA, M5J 2T3 TEL: 416.304.8100 FAX: 416.352.5897

For purposes of our analysis and opinion, we have assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by us, and we assume no liability therefor. With respect to the projected financial data relating to the Company referred to above, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of the Company as to the future financial performance of the Company under the alternative business assumptions reflected therein. We express no view as to any projected financial data relating to the Company or the assumptions on which they are based. In connection with our analysis, we have considered potential implications resulting from the Company’s financial projections and outstanding obligations under its Credit Agreements, including the Company’s ability to access sources of liquidity and meet future obligations.

For purposes of rendering our opinion, we have assumed, in all respects material to our analysis, that the representations and warranties of each party contained in the Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Agreement and that all conditions to the consummation of the Transaction will be satisfied without material waiver or modification thereof. We have further assumed that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Transaction will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Transaction or materially reduce the benefits to the holders of the Company Common Shares of the Transaction.

We have not made nor assumed any responsibility for making any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such appraisals, nor have we evaluated the solvency or fair value of the Company under any provincial or federal laws relating to bankruptcy, insolvency or similar matters. Our opinion is necessarily based upon information made available to us as of the date hereof and financial, economic, market and other conditions as they exist and as can be evaluated on the date hereof. It is understood that subsequent developments may affect this opinion and that we do not have any obligation to update, revise or reaffirm this opinion.

We have not been asked to pass upon, and express no opinion with respect to, any matter other than the fairness to the holders of the Company Common Shares, from a financial point of view, of the Consideration. We do not express any view on, and our opinion does not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other securities, creditors or other stakeholders of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Consideration or otherwise.

We have assumed that any modification to the structure of the Transaction will not vary in any respect material to our analysis. Our opinion does not address the relative merits of the Transaction as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Transaction. This letter, and our opinion, does not constitute a recommendation to the Board of Directors or to any other persons in respect of the Transaction, including as to how any holder of shares of Company Common Shares should vote or act in respect of the Transaction. We express no opinion herein as to the price at which shares of the Company will trade at any time. We are not legal, regulatory, accounting or tax experts and have assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

We are entitled to a fixed monthly advisory fee as well as a fixed fee for rendering an opinion with respect to the fairness of the Transaction. We will be entitled to receive a success fee in the event that the Transaction is consummated and the Company retains discretion to pay us a bonus for services performed pursuant to our engagement. The Company has also agreed to reimburse our expenses and to indemnify us against certain liabilities arising out of our engagement. During the two year period prior to the date hereof, no material relationship existed between Evercore Partners Canada Ltd. and its affiliates and the Company or Foxconn or its affiliates pursuant to which compensation was received by Evercore Partners Canada Ltd. or its affiliates as a result of such a relationship. We may provide financial or other services to Foxconn in the future and in connection with any such services we may receive compensation.

In the ordinary course of business, Evercore Partners Canada Ltd. or its affiliates may actively trade the securities, or related derivative securities, or financial instruments of the Company, Foxconn and their respective affiliates, for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities or instruments.

This letter, and the opinion expressed herein is addressed to, and for the information and benefit of, the Board of Directors in connection with their evaluation of the Transaction. The issuance of this opinion has been approved by an Opinion Committee of Evercore Partners Canada Ltd.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the Consideration is fair, from a financial point of view, to the holders of the shares of Company Common Shares entitled to receive such Consideration.


Very truly yours,

EVERCORE PARTNERS CANADA LTD.

By:		(signed) “George C. Estey”
		George C. Estey
		Senior Managing Director

“191(1) Subject to sections 192 and 242, a holder of shares of any class of a corporation may dissent if the corporation resolves to:

to fix the fair value in accordance with subsection (3) of the shares of a shareholder who dissents under this section, or to fix the time at which a shareholder of an unlimited liability corporation who dissents under this section ceases to become liable for any new liability, act or default of the unlimited liability corporation.

whichever first occurs, the shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shareholder’s shares in the amount agreed to between the corporation and the shareholder or in the amount of the judgment, as the case may be.

notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.


99.1		Notice of Special Meeting and Management Information Circular

99.2		Common Shares Proxy

99.3		Abridgment Certificate

99.4		Letter of Transmittal


Stock Exchange Delisting and Ceasing to be a Reporting Issuer			26

THE ARRANGEMENT AGREEMENT			26

Summary of the Arrangement Agreement			26
Covenants of SMART			27
Covenants of SMART Regarding Non-Solicitation			27
Covenants of the Purchaser Parties			30
Covenant of the Purchaser			30
Mutual Covenants			31
Conditions of Closing			31
Expenses			34
Termination of the Arrangement Agreement			34
Termination Fee			36
Representations and Warranties			36

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON			36

Interests of Directors, Executive Officers and Insiders in the Arrangement			36
Lock-Up Agreements			38

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			38

Canadian Currency			39

OTHER TAX CONSIDERATIONS			41

RIGHTS OF DISSENTING SMART SHAREHOLDERS			41

RISK FACTORS			43

Risks Related to the Arrangement			43
Risks Relating to SMART			44

PROCEDURES FOR THE SURRENDER OF COMMON SHARE CERTIFICATES AND			44

RECEIPT OF CONSIDERATION			44

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS			45

AUDITORS			45

OTHER MATTERS			45

ADDITIONAL INFORMATION			46

APPENDIX “A” ARRANGEMENT RESOLUTION			A-1

APPENDIX “B” ARRANGEMENT AGREEMENT			B-1

APPENDIX “C” INTERIM ORDER			C-1

APPENDIX “D” FAIRNESS OPINION			D-1

APPENDIX “E” SECTION 191 OF THE ABCA			E-1


Name and Address of Beneficial Owner	Type of Ownership	Number of Common Shares⁽⁵⁾	Percentage of Share Capital and Voting Power

Apax Global Alpha Limited and Funds advised by Apax Partners^{(1) (2)}	Direct	3,765,808	30.8%

Intel Corporation⁽³⁾	Direct	1,746,663	14.3%

David Martin⁽⁴⁾	Direct and Indirect	2,698,207	22.0%

Nancy Knowlton⁽⁴⁾	Direct and Indirect	2,698,107	22.0%


	Year Ended December 31
	2015		2014		2013
	(C$)		(C$)		(C$)
Highest rate during the period		1.3990		1.1643		1.0697
Lowest rate during the period		1.1728		1.0614		0.9839


Average noon spot rate for the period	1.2787	1.1045	1.0299
Rate at the end of the period	1.3840	1.1601	1.0636


SMART TECHNOLOGIES INC.

By:		/s/ “Matt Sudak”
Name:		Matt Sudak
Title:		Vice President, Legal and General Counsel, and Corporate Secretary


GLOSSARY OF TERMS			1

INFORMATION REGARDING PROXIES AND VOTING AT THE SMART MEETING			9

Solicitation of Proxies			9
Appointment of Proxy Holders			9
Signing of the Instrument of Proxy			9
Revocability of Proxies			9
Voting of Proxies and Exercise of Discretion by Proxy Holders			10

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES			10

Voting Shares and Record Date			10
Common Shares			10
Voting of Shares – General			10
Voting of Common Shares – Advice to Non-Registered Holders			11
Principal Holders of Common Shares			12
General			12

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR			14

Introduction			14
Forward-Looking Statements			14
Notice to SMART Securityholders in the United States			16

OVERVIEW OF THE ARRANGEMENT			17

Overview			17

BACKGROUND TO THE ARRANGEMENT			17

THE PURCHASER PARTIES			20

REASONS FOR THE ARRANGEMENT			20

FAIRNESS OPINION			21

RECOMMENDATION OF THE BOARD			22

THE ARRANGEMENT			23

Effect of the Arrangement			23
Summary of Arrangement Steps			24
Procedure for the Arrangement to Become Effective			25
SMART Shareholder Approval			25
Court Approval			26
Timing			26


ARTICLE I INTERPRETATION		1

1.1	Definitions	1
1.2	Interpretation Not Affected by Headings	13
1.3	Interpretation	14
1.4	Date for Any Action	14
1.5	Statutory References	14
1.6	Currency	14
1.7	Accounting Principles	14
1.8	Knowledge	14
1.9	Subsidiaries	14
1.10	Interpretation Not Affected by Party Drafting	14
1.11	Schedules	14

ARTICLE II THE ARRANGEMENT		15

2.1	Arrangement	15
2.2	Implementation Steps by SMART	15
2.3	Interim Order	16
2.4	Filing Articles of Arrangement and Issuance of Certificate of Arrangement	16
2.5	Closing	17
2.6	Circular	17
2.7	Preparation of the SMART Circular	17
2.8	Court Proceedings	18
2.9	Public Communications	18
2.10	Fairness Opinion	19
2.11	Lock-Up Agreements	19
2.12	Adjustment to Consideration	19
2.13	Withholding Taxes	19
2.14	Lists of SMART Securityholders	20
2.15	Treatment of SMART Options, SMART RSUs, SMART PSUs and SMART DSUs	20
2.16	Application of Funds by Depositary	21

ARTICLE III REPRESENTATIONS AND WARRANTIES OF SMART		22

3.1	Representations and Warranties	22
3.2	Survival of Representations and Warranties	37

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES		37

4.1	Representations and Warranties of the Purchaser Parties	37
4.2	Survival of Representations and Warranties	38

ARTICLE V COVENANTS OF THE PARTIES		38

5.1	Covenants of SMART Regarding the Conduct of Business	38
5.2	Pre-Acquisition Reorganizations	44
5.3	Covenants of SMART Regarding the Arrangement	44
5.4	Covenants of the Purchaser Parties Regarding the Arrangement	47
5.5	Covenant of the Purchaser	47
5.6	Mutual Covenants	47
5.7	Regulatory Approvals	48
5.8	Intellectual Property	49
5.9	Real Property	49


ARTICLE VI CONDITIONS		49

6.1	Mutual Conditions Precedent	49
6.2	Additional Conditions Precedent to the Obligations of the Purchaser Parties	50
6.3	Additional Conditions Precedent to the Obligations of SMART	51

ARTICLE VII ADDITIONAL AGREEMENTS		52

7.1	Notice and Cure Provisions	52
7.2	Non-Solicitation	52
7.3	Termination Fee	56
7.4	Liquidated Damages	57
7.5	Fees and Expenses	57
7.6	Access to Information; Confidentiality	57
7.7	Privacy Matters	57
7.8	Insurance and Indemnification	58
7.9	De-Listing of Common Shares	59
7.10	Resignations	59

ARTICLE VIII TERM, TERMINATION, AMENDMENT AND WAIVER		59

8.1	Term	59
8.2	Termination	60
8.3	Amendment	61
8.4	Waiver	62

ARTICLE IX GENERAL PROVISIONS		62

9.1	Notices	62
9.2	Governing Law; Waiver of Jury Trial	63
9.3	Equitable Remedies	63
9.4	Assignment, Binding Effect and Entire Agreement	64
9.5	Further Assurances	64
9.6	Severability	65
9.7	No Third Party Beneficiaries	65
9.8	Counterparts, Execution	65


SCHEDULE “A” – Special Resolution of the Voting Securityholders		A-1

SCHEDULE “B” – Plan of Arrangement		B-1

SCHEDULE “C” – Form of Lock-up Agreement		C-1

SCHEDULE “D” – Intellectual Property		D-1


with a copy to (which shall not constitute notice):		Bennett Jones LLP 4500 Bankers Hall East 855-2^nd Street S.W. Calgary, Alberta T2P 4K7 Attention: David A. Spencer Facsimile: 403-265-7219 E-mail: spencerd@bennettjones.com

if to either of the Purchaser Parties:		Foxconn Singapore (Pte) 54 Genting Ln Singapore 349562 Attention: Song-Tai Hong Facsimile: [facsimile number redacted] E-mail: [email address redacted]

with a copy to (which shall not constitute notice):		Akin Gump Strauss Hauer & Feld LLP 4 Park Plaza Suite 1900 Irvine, California 92614

		Attention: Paul Lin Facsimile: 949-885-4101 E-mail: pclin@akingump.com

		Gowling WLG (Canada) LLP Suite 1600 421 7th Avenue SouthWest Calgary, Alberta T2P 4K9

		Attention: Stuart M. Olley Facsimile: 403-695-3486 E-mail: Stuart.Olley@gowlingwlg.com


Witness				Name: Title:
				(insert number of Common Shares owned, controlled or directed)
				(insert number of SMART Options owned)


Court File Number		1601-07710

Court		COURT OF QUEEN’S BENCH OF ALBERTA

Judicial Centre		CALGARY

Matter		IN THE MATTER OF SECTION 193 OF THE **BUSINESS CORPORATIONS ACT, R.S.A. 2000, c. B-9, AS AMENDED AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING SMART TECHNOLOGIES INC., 689522 N.B. LTD., FOXCONN SINGAPORE (PTE)., AND THE SHAREHOLDERS OF SMART TECHNOLOGIES INC.**

Applicant		SMART TECHNOLOGIES INC.

Document		INTERIM ORDER

Address for Service and Contact Information of Party Filing this Document		BENNETT JONES LLP Barristers and Solicitors 4500 Bankers Hall East 855-2^nd Street SW Calgary, Alberta T2P 4K7 Attention: Michael Mysak Telephone No.: 403-298-8143 Fax No.: 403-265-7219 Client File No.: 65155-32



DATE ON WHICH ORDER WAS PRONOUNCED:		June 17, 2016

NAME OF JUDGE WHO MADE THIS ORDER:		Justice J. Strekaf

LOCATION OF HEARING:		Calgary, Alberta


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Form of Proxy - Special Meeting to be held on Friday, July 22, 2016 This Form of Proxy is solicited by and on behalf of Management. Notes to proxy 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse). 2. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. 3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. 4. If this proxy is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder. 5. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, this proxy will be voted as recommended by Management. 6. The securities represented by this proxy will be voted in favour or withheld from voting or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly. 7. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting or other matters that may properly come before the meeting or any adjournment or postponement thereof. 8. This proxy should be read in conjunction with the accompanying documentation provided by Management.			Fold
Proxies submitted must be received by 2:00 pm, Mountain Time, on Wednesday, July 20, 2016 or, if the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Alberta), before the beginning of any adjournment of the Meeting. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

• Call the number listed BELOW from a touch tone	• Go to the following web site: www.investorvote.com	• You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com and clicking at the bottom of the page.

1-866-732-VOTE (8683) Toll Free
If you vote by telephone or the Internet, DO NOT mail back this proxy. Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER


Appointment of Proxyholder
I/We being holder(s) of Smart Technologies Inc. hereby appoint(s): Neil Gaydon, President & CEO, or failing him, Matt Sudak, Vice President, Legal, General Counsel & Corporate Secretary.	OR	Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.


VOTING RECOMMENDATIONS ARE INDICATED BY		HIGHLIGHTED TEXT		OVER THE BOXES.


	For	Against
1. Approval of Arrangement

A special resolution, the full text of which is set forth in Appendix “A” to the accompanying management information circular of the Corporation dated June 17, 2016 (the “Information Circular”) , approving a plan of arrangement involving the Corporation, 689522 N.B. Ltd. and the Corporation’s shareholders under Section 193 of the Business Corporations Act (Alberta), all as more particularly described in the Information Circular.	¨	¨
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Authorized Signature(s) - This section must be completed for your instructions to be executed.	Signature(s)	Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.


TO:		British Columbia Securities Commission
		Alberta Securities Commission
		Financial and Consumer Affairs Authority of Saskatchewan
		The Manitoba Securities Commission
		Ontario Securities Commission
		Autorité des marchés financiers (Québec)
		Financial and Consumer Services Commission (New Brunswick)
		Securities Office, Prince Edward Island
		Nova Scotia Securities Commission
		Service NL, Newfoundland and Labrador
		Office of the Superintendent of Securities, Community Services (Yukon)
		Northwest Territories Securities Office
		Nunavut Securities Office, Securities Registry

RE:		Special meeting of the shareholders of SMART Technologies Inc. (the “Corporation”) to be held on July 22, 2016 (the “Meeting”)


SMART TECHNOLOGIES INC.

Per:		“Matt Sudak”
		Name: Matt Sudak Title: Vice President, Legal, General Counsel and Corporate Secretary


TO:		SMART TECHNOLOGIES INC.
AND TO:		689522 N.B. LTD.
AND TO:		FOXCONN SIGNAPORE (PTE)
AND TO:		COMPUTERSHARE INVESTOR SERVICES INC., AS DEPOSITARY


DESCRIPTION OF COMMON SHARE CERTIFICATES DEPOSITED
Certificate Number(s)	Name in which Common Shares are Registered	Number of Common Shares Deposited




	TOTAL:


¨		Some or all of my Common Share certificates have been lost, stolen or destroyed. Please review Instruction 7 for the procedure to replace lost, stolen or destroyed certificates. (Check box if applicable)




Authorized Signature of Guarantor (if required under Instruction 4)				Signature of Registered Shareholder or Authorized Representative (see Instructions 3, 4 and 5)
Name of Guarantor (please print or type)				Name of Registered Shareholder (please print or type)
Address of Guarantor (please print or type)				Name of Authorized Representative, if applicable (please print or type)
				Address of Registered Shareholder
				Daytime Telephone Number of Registered Shareholder
				Social Insurance Number or United States Resident Taxpayer Identification Number (must be provided)


BOX D TO BE COMPLETED BY ALL REGISTERED SHAREHOLDERS BY SELECTING ONE BOX BELOW (See Instruction 10) Indicate whether you are a U.S. Securityholder (as defined below) or are acting on behalf of a U.S. Securityholder.
¨		The Registered Shareholder signing above represents that it IS NOT a U.S. Securityholder and is not acting on behalf of a U.S. Securityholder
OR
¨		The Registered Shareholder signing above represents that it IS a U.S. Securityholder or is acting on behalf of a U.S. Securityholder.
A “U.S. Securityholder” is any Registered Shareholder that is either: (a) providing an address on page 5 or in Box A above that is located within the United States or any territory or possession thereof; or (b) a “U.S. Person” for United States federal income tax purposes. If you are a U.S. Securityholder or are acting on behalf of a U.S. Securityholder, then in order to avoid United States backup withholding you must complete the Form W-9, which is provided with this Letter of Transmittal, or otherwise provide certification that you are exempt from backup withholding, as provided in the Instructions. If you require a Form W-8 because you are a U.S. Securityholder, but not a U.S. Person, please contact the Depositary or download the appropriate form at www.irs.gov.


*Calgary*		*Toronto*
Computershare Investor Services Inc.		Computershare Investor Services Inc.
600, 530 – 8^th Avenue SW Calgary, Alberta T2P 3S8 Attention: Corporate Actions		8^th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 Attention: Corporate Actions