DISSIDENT PROXY CIRCULAR

TO BE USED IN CONNECTION WITH THE

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS OF

Wi-LAN Inc.
TO BE HELD ON APRIL 20, 2006
FOR THE SOLICITATION OF PROXIES BY AND ON BEHALF OF

HATIM ZAGHLOUL, DICK TCHAIRDJIAN, MICHEL FATTOUCHE,

JAY PAZOS, ROBERT SCHULZ AND DAVID TILSTON
(collectively, the "Concerned Shareholders")

RECOMMENDATIONS

THE CONCERNED SHAREHOLDERS RECOMMEND THAT YOU VOTE FOR THE

ELECTION OF THE INDIVIDUALS NAMED IN THIS CIRCULAR (AND THE
ACCOMPANYING YELLOW PROXY FORM) AS DIRECTORS OF WI-LAN
INC. ("Wi-LAN") AT THE ANNUAL AND SPECIAL MEETING OF
HOLDERS ("Shareholders") OF COMMON SHARES OF WI-LAN TO BE HELD ON
APRIL 20, 2006 (the "Meeting") AND AT ANY AND ALL ADJOURNMENTS OR
POSTPONEMENTS THEREOF. FOR MORE INFORMATION, PLEASE VISIT
WWW.SAVEWI-LAN.COM.

This proxy circular solicits proxies opposed to those solicited by the management
of Wi-LAN. If you support the position of the Concerned Shareholders, please
follow the instructions set forth under "Questions About Voting My Shares" in this
proxy circular with respect to depositing a proxy form or voting at the Meeting.
You may vote against the current board of directors of Wi-LAN and support
the Concerned Shareholders’ slate of directors even if you have previously
deposited a proxy form in support of management.

Shareholders who are unable to attend the Meeting are requested to date and sign the enclosed YELLOW
proxy form and return it to the Concerned Shareholders in care of:

Gowling Lafleur Henderson LLP

1 First Canadian Place
Suite 1600, 100 King Street West
Toronto, Ontario
Canada M5X 1G5
Attention: D'Arcy Doherty

In order to be valid and acted upon at the Meeting, the YELLOW proxy form must be returned to the
aforesaid address by no later than 9:00 a.m. (Toronto time) on April 19, 2006. Completing the YELLOW
proxy form will cancel any other proxy form you may have previously submitted in connection with the
Meeting.

Shareholders are cautioned that the use of the mail to transmit proxy forms is at each Shareholder’s risk.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 NOTICE TO UNITED STATES SHAREHOLDERS

This solicitation of proxies is not subject to the requirements of Section 14(a) of the United States Securities
Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, such solicitation is made in the
United States with respect to the securities of a Canadian foreign private issuer in accordance with Canadian
corporate and securities laws and this proxy circular has been prepared in accordance with disclosure requirements
applicable in Canada. Shareholders in the United States should be aware that such requirements are different from
those of the United States applicable to proxy statements under the U.S. Exchange Act.

FORWARD-LOOKING STATEMENTS

Information included, attached to or incorporated by reference into this proxy circular may contain forward-looking
statements. All statements, other than statements of historical fact, included or incorporated by reference in this
proxy circular are forward-looking statements, including, without limitation, statements regarding activities, events
or developments that the Concerned Shareholders expect or anticipate may occur in the future. These forward-
looking statements can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan",
"estimate", "anticipate", "believe" and "continue" or similar words or the negatives thereof. There can be no
assurance that the plans, intentions or expectations upon which these forward-looking statements are based will
occur. Readers of this proxy circular are cautioned not to place undue reliance on forward-looking statements
contained in this proxy circular, which are not a guarantee of performance and are subject to a number of
uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by
such forward-looking statements. These factors include the ability to implement business strategies and pursue
business opportunities. Shareholders are cautioned that all forward-looking statements involve risks and
uncertainties.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary
statement. The forward-looking statements included in this proxy circular are made as of the date hereof and the
Concerned Shareholders undertake no obligation to publicly update such forward-looking statements to reflect new
information, subsequent events or otherwise.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 DISSIDENT PROXY CIRCULAR

This proxy circular and the accompanying yellow form of proxy (the "YELLOW PROXY") are furnished to you
in connection with the solicitation by the Concerned Shareholders of proxies to be used at the annual and special
meeting (the "Meeting") of holders of common shares (the "Common Shares") of Wi-LAN scheduled to be held at
the Sheraton Cavalier Hotel, 2620 – 32nd Avenue N.E., Calgary, Alberta, on Thursday, April 20, 2006 at
5:00 p.m. (Calgary time) and at any and all adjournments or postponements thereof.

The Concerned Shareholders are soliciting proxies in support of the removal of the current directors of Wi-LAN
and the election at the Meeting of the following nominees as directors of Wi-LAN:

● Dr. Michel Fattouche

● Mr. Jay Pazos
● Dr. Robert Schulz
● Mr. David Tilston
● Dr. Hatim Zaghloul

(collectively, this group is described in this circular as the "Concerned Shareholder Slate").

Your support is very important to the future of your investment in Wi-LAN. If, after reading this proxy circular,
you agree with the Concerned Shareholders, vote FOR the Concerned Shareholder Slate. Please sign and date the
enclosed YELLOW PROXY (using one of the methods described herein) and return it to the Concerned
Shareholders in care of Gowling Lafleur Henderson LLP, 1 First Canadian Place, Suite 1600, 100 King Street
West, Toronto, Ontario, M5X 1G5, Attention: D'Arcy Doherty. Gowling Lafleur Henderson LLP will submit the
required documents to Computershare Trust Company of Canada ("Computershare") on your behalf. You may do
this even if you have previously deposited a management proxy or voting instruction form. A later dated
YELLOW PROXY automatically revokes an earlier proxy.

IMPORTANT INFORMATION

In some cases the procedures for voting your Common Shares can be complicated and time-
consuming. If you support the Concerned Shareholders' proposal, you must act quickly to
complete the appropriate documents.

If you support the Concerned Shareholders' proposal, you should VOTE using only the
YELLOW PROXY accompanying this circular and disregard any other form of proxy.

Proxies must be received by Gowling Lafleur Henderson LLP at the above address prior to
9:00 a.m. (Toronto time) on Wednesday, April 19, 2006. They will then be forwarded to
Computershare prior to 5:00 p.m. (Toronto time) on April 19, 2006.

Statement in Support of Concerned Shareholder Slate

The Concerned Shareholders have lost confidence in the current board of directors (the "Current Board") of
Wi-LAN for the following reasons:

● Failure in results: Losses in 2005 (supposedly a turnaround year) more than tripled from the previous year.

● Failure to conserve cash: Wi-LAN almost ran out of cash in December 2005 and had to borrow money at
extremely high interest rates for the first time in its history. This caused Wi-LAN to enter into a sub-optimal
settlement agreement with Cisco Systems, Inc. ("Cisco") over the 802.lla/g standards despite the fact that Wi-LAN
had a long-standing claim to such standards.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -2-

● Failure to build on the settlement with Cisco and to aggressively pursue others who infringed on Wi-LAN's
patents.

● Failure of vision: The Current Board has needlessly wasted large sums of money on Wi-LAN's equipment
division for far too long. The Current Board continues to spend much-needed cash, thus risking bankruptcy for
Wi-LAN.

The Concerned Shareholder Slate intends to turn Wi-LAN around quickly and optimize Shareholder value by:

● focusing on maximizing returns on intellectual property and avoiding sub-par settlements such as the one entered
into by the Current Board with Cisco.

● cutting expenses significantly, thus ensuring survivability.

● monetizing non-core assets to build much-needed cash reserves.

● building critical skills in technology licensing, negotiation and patent litigation, hiring the right Chief Executive
Officer and specialized consultants, and utilizing the unique skills of each of the directors on the Concerned
Shareholder Slate.

For more detailed information and discussion, please visit www.SAVEwi-LAN.com.

Background to Current Events

To understand the background of Wi-LAN, it is important to note that since its inception, Wi-LAN has been
operating simultaneously, implicitly or explicitly, with two divisions: (1) the intellectual property (IP) division and
(2) the equipment division. Only after separating the events occurring in each division over time can one
comprehend how Wi-LAN was, the majority of the time, succeeding in the IP division and failing in the equipment
division. Also, this separation helps one understand the events that led Wi-LAN to where it is now.

The background of Wi-LAN can best be described by dividing it into three periods:

1993-1999

IP Division:

In 1993, Wi-LAN started as a company with the ownership of key patents in wideband orthogonal frequency
division multiplexing (W-OFDM) and multicode direct sequence spread spectrum (MCDSSS) invented by its
founders, Dr. Hatim Zaghloul and Dr. Michel Fattouche. There were no Institute of Electric and Electronic
Engineers (IEEE) standards at that time that considered orthogonal frequency division multiplexing (OFDM) as a
wireless transport system.

In 1997, Wi-LAN started showing its initial W-OFDM prototypes to large semiconductor companies. As a direct
result of being able to demonstrate working OFDM transceivers, Wi-LAN managed to convince the IEEE
committee to support its W-OFDM proposals.

In November 1999, Philips Semiconductors and Wi-LAN initiated the OFDM Forum. The OFDM Forum became
an effective lobbying group before various standard groups. The IEEE 802.11a standard was finalized and
approved in 1999. This event marked the beginning of Wi-LAN's licensing potential.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -3-

The bottom line for the IP division during this period was that Wi-LAN had gained a great deal in IP recognition
and potential but nothing that it could rely on in terms of revenue. To continue to exist as a company, Wi-LAN had
to rely on revenue from the equipment division.

Equipment Division:

In 1993, Wi-LAN started to commercialize W-OFDM products for wireless local area networking (WLAN).
Wi-LAN's product had the highest throughput in the market: 20Mbps. Technology pundits were very impressed at
what Wi-LAN's equipment could do, but the semiconductors required to build this equipment were very expensive,
which lead to high-cost/high-priced equipment. The market was not ready to pay a high premium for performance
in a WLAN product, so Wi-LAN moved to direct sequence spread spectrum (DSSS), a cheaper, lower data rate
technology, to satisfy the lower price requirement. Wi-LAN needed this source of revenue to continue as a going
concern.

In 1999, Wi-LAN re-engineered the W-OFDM product line for the wide area networking (WAN) market and
attempted to launch it in 1999. However, Wi-LAN encountered difficulties with the Federal Communications
Commission (FCC) in certifying the product. Wi-LAN spent time and money successfully educating the market
and the FCC about the benefits of high speed WAN as a way to extend the wireline market.

Throughout this period, the equipment division continued to absorb most of the financial resources of the company,
as well as a large portion of management's time. But because there were no large companies in this sector,
Wi-LAN had a technological edge, so there was a general belief that growth should come through equipment sales.

2000-2004

IP Division:

Wi-LAN's technical skills in OFDM continued to seed its future. Wi-LAN was deeply engaged in the IEEE
802.16a standard. The proposal that was being finalized was based primarily on the OFDM Forum's proposal.
Fujitsu Limited ("Fujitsu") was the most active member in the standard group, so Wi-LAN decided to work
together with Fujitsu to develop chips that adhered to the 802.16a standard.

Wi-LAN was a founder of the WiMAX Forum and the only company with two seats on the forum's board: one as a
representative of Wi-LAN and the other as a representative of the OFDM Forum.

This was the period during which Wi-LAN began taking legal action against patent infringers, always after
exhausting negotiations. Not by Wi-LAN's choice, Cisco had become an adversary of Wi-LAN – Cisco had
introduced Vector OFDM (V-OFDM) and soon articles in the press were pitting Cisco against Wi-LAN. Friendly
inquiries turned hostile. Wi-LAN sued Radiata, Inc. ("Radiata"), a subsidiary of Cisco, but Cisco managed to walk
away, claiming that it had no intentions of selling Radiata products in Canada.

Wi-LAN brought two additional lawsuits during this period: one against a WAN equipment manufacturer that
settled with a license in 2004 and another against Cisco that was started in June 2004. Wi-LAN management felt
very confident that this latter lawsuit would have a positive outcome for Wi-LAN.

During 2004, Dr. Hatim Zaghloul proposed to the board of directors of Wi-LAN that it spin the IP (patents)
business into a separate subsidiary; the board promised to consider this proposal.

Once again, during the period from 2000 to 2004, Wi-LAN continued to gain a great deal of IP recognition and
potential but nothing in revenues. Sales continued to be equipment-related.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -4-

Equipment Division:

In early 2001, Wi-LAN’s management observed a slowdown in the market for proprietary fixed wireless
equipment. This had not been anticipated. Management reduced the sales forecast and decided to focus on
reducing costs, improving the bottom line and preserving cash.

The market rewarded these actions, as the company became momentarily profitable, with a share price that moved
above $5.00 per share in early 2004. Dr. Zaghloul stepped down as Chief Executive Officer in 2004. He remained
a member of the board of directors until February 2006.

New, bigger and better financed competitors entered the market during this period. These competitors offered
conditions like "vendor financing" that Wi-LAN could not match. Competition became fierce and led to
unprofitable quarters for Wi-LAN. Most of the losses incurred by Wi-LAN during these quarters can be traced to
the equipment division, since it required ever-increasing investments and resources as the market gathered
momentum.

2005-2006

IP Division:

The most important IP event for Wi-LAN in 2005 was the settlement of the Cisco case. Wi-LAN had filed a
$100 million lawsuit against Cisco, believing it was entitled to such a sum, but the cash drain caused by the poor
performance of the equipment division led to a grossly sub-par settlement from Wi-LAN's perspective.

Wi-LAN's IP potential was larger than ever. According to the Wi-Fi alliance, more than 120 million Wi-Fi chips
were produced in 2005 and larger numbers are expected for 2006. These chips created a large reservoir of devices
that infringed Wi-LAN's patents. Also, Wi-LAN's technology is required for the most advanced versions of CDMA
and will be required by WiMAX devices , once they become available.

A salient fact about Wi-LAN's IP division during this period is that, even though the division continued to grow in
potential and momentum, management dedicated so little effort to it, and even characterized patent litigation as a
"distraction to the company" in a published press release.

Equipment Division:

Wi-LAN’s management increased the allocation of resources to the equipment division during 2005 until it ran out
of cash in December 2005. Only then did management decide to sell the division. Wi-LAN's losses tripled in
2005, largely as a consequence of this decision.

The fact that Wi-LAN's best chance for success was through the IP division was clear to Dr. Zaghloul when, in
2004, he suggested to the Wi-LAN board of directors the creation of a new subsidiary. When the cash situation
became critical in February 2005, Dr. Zaghloul suggested downsizing the company if by March 15, 2005 the
LIBRA products were not ready. Alternatively, he suggested investigating avenues to sell the company (based on
some unsolicited approaches) but the board insisted on giving the new management a chance to assess matters
further. A company willing to negotiate a potential agreement was asked to wait. That company was not
approached again until around June 2005.

The 2005 annual meeting of Shareholders presented an opportunity to replace the Wi-LAN board of directors with
more progressive directors that would focus exclusively on the IP division. However, the board cancelled the
meeting an hour before it was scheduled to start and missed the April 30 deadline for the holding of the meeting.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -5-

Dr. Zaghloul approached the board to amicably resolve the outstanding issues. He originally proposed a split
board, but eventually, the parties agreed on a board of five members, including three new additions.

Wi-LAN continued to lose cash throughout 2005. Dr. Zaghloul kept warning the board of directors about this, but
the board always had excuses to delay any action to preserve cash. Dr. Zaghloul suggested settlement discussions
with Cisco immediately after the executive change in March 2005, a moment in time when Wi-LAN had cash and
could have negotiated comfortably. Dr. Zaghloul was forbidden by the board to talk to anyone outside the
company. The so-called "business-like" managers conducted the settlement negotiations. Unfortunately, the
parties failed to connect at the early stage. Later in December 2005, when the company had run out of cash, the
present management of Wi-LAN had no other choice but to settle under sub-par conditions.

As Wi-LAN's cash problems accelerated, Shareholders, worried about bankruptcy, decided to organize and give
form to their dissatisfaction. First, they started writing letters to management expressing disappointment about
performance and lack of communication with the market. This seemed to be one of the few wake-up calls to the
Wi-LAN board. (Copies of some of these letters can be found at www.SAVEwi-LAN.com).

These events led to the resignation of Dr. Zaghloul from the Wi-LAN board on February 14, 2006. When the group
of dissatisfied Shareholders heard about this, they contacted Dr. Zaghloul. Together, they decided to organize
efforts to create a new slate of proposed directors for Wi-LAN.

Performance of the Common Shares

Since the change in management executed by members of the Current Board in 2005, the trading price of the
Common Shares has remained below $1.00 for the vast majority of the year. The share price has not responded
positively to any of the positive achievements of the past year, most of which were results initiated by previous
management. These achievements include the sale of the Wi-LAN building, the completion of the Fujitsu chip, the
completion and introduction of the LIBRA MX, the growth in revenues in the second and third quarters of 2005
and the settlement with Cisco. The Concerned Shareholders believe that the share price has not responded
positively to the foregoing event due to the incompetence of the Current Board and current management of Wi-
LAN with respect to managing Wi-LAN’s resources and communicating to Shareholders and investors Wi-LAN's
corporate strategy and the execution of that corporate strategy.

The Concerned Shareholders also do not believe that the Current Board and current management of Wi-LAN
recognize the inherent value of Wi-LAN's unique patents which apply to WiFi, WiMAX and CDMA. It is the
opinion of the Concerned Shareholders that Wi-LAN’s patents are at least as valuable as the ones owned by NTP
Inc., which settled its patent dispute with Research In Motion Limited for approximately USD$613 million. The
Concerned Shareholders also believe that Wi-LAN's patents are at least as valuable as those of MOSAID
Technologies Inc. ("MOSAID"), which has vigorously defended its patents. According to Investment Executive, a
newspaper for Canada's financial advisors, MOSAID is expected to receive $200 million in licensing royalties from
Samsung Group of Seoul, South Korea and Hynix Semiconductor Inc. of Icheon, South Korea over the next six
years.

The Concerned Shareholders are of the opinion that the current trading price of the Common Shares reflects the
Current Board's views of the value of Wi-LAN. The Concerned Shareholders believe that the Shareholders have
lost many dollars per share of value as a result of the Current Board's incompetence, lack of timely action and lack
of vision.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -6-

The Concerned Shareholders' Plan

The Concerned Shareholder Slate will take specific action to maximize Shareholder value. If elected, the
Concerned Shareholder Slate will:

1. Focus on intellectual property (patents): Intellectual property is Wi-LAN's strongest asset, a differentiating
factor and the key to Wi-LAN's success going forward. Also, it allows Wi-LAN to optimize the use of its
resources.

2. Make legal enforcement of intellectual property a core competency: Negotiation is often not an effective
mechanism for the collection of royalties owed to Wi-LAN. The Concerned Shareholder Slate will build strong
internal and external legal competencies to aggressively defend and enforce Wi-LAN's collection of unique and
valuable intellectual property. The Concerned Shareholder Slate will vigorously pursue those who infringe on
patents in the WiFi, CDMA and WiMAX markets.

3. Maximize royalty streams: When possible, the Concerned Shareholder Slate will collect royalties at higher
levels of product aggregation – e.g., at the end user device level instead of at the chip level. The Concerned
Shareholder Slate also intends to avoid the unnecessary sharing of royalties with third parties.

4. Build flexibility in Wi-LAN's board of directors: To adapt to the environment and new challenges, the
Concerned Shareholder Slate will actively search for directors with specific skill-sets in the area of patent
enforcement and litigation. When the right persons are found, the Concerned Shareholder Slate will be
prepared to incorporate such persons by increasing the number of directors or substituting some of its members.

5. Hire the best possible Chief Executive Officer: The Concerned Shareholder Slate intends to hire a person
with proven experience in technology licensing and patent litigation for the position of Chief Executive Officer.

6. Ensure the participation of the inventors: The Concerned Shareholder Slate will involve the inventors of
Wi-LAN's technology, as such persons are necessary to continue growing Wi-LAN's pool of patents and to act
as expert witnesses during any future litigation.

7. Keep the structure of Wi-LAN lean: The Concerned Shareholder Slate will keep the structure of Wi-LAN
lean to ensure that Wi-LAN is profitable and to allow Wi-LAN engage in legal actions of long duration. In the
Concerned Shareholder Slate's opinion, success is not proportional to the number of people but to their quality.

8. Make communication a core company skill: Wi-LAN's share price obeys the laws of supply and demand.
To increase the demand for Wi-LAN's shares in the market (apart from making Wi-LAN profitable with a
growing earnings stream), the Concerned Shareholder Slate must expose Wi-LAN to a broader base of potential
shareholders.

9. Continue to grow Wi-LAN's pool of patents: The Concerned Shareholder Slate intends to grow Wi-LAN's
pool of patents through new submissions and/or strategic acquisitions.

THE CONCERNED SHAREHOLDER SLATE

The following table states the names and municipalities of residence of the members of the Concerned Shareholder
Slate, the positions or offices now held by them, their principal occupations, businesses or positions of employment
during the past five years, and the number of Common Shares and any other securities of Wi-LAN beneficially
owned by them, directly or indirectly, or over which they exercise control or direction. Each elected nominee will
hold office until the close of the next annual meeting of Shareholders or until his successor is elected or appointed,
unless his office is earlier vacated.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -7-

Number of Common
Name, Present Office Held Shares/Total Securities
and Municipality of Present Occupation and Positions Held Beneficially Owned or
Residence During Last Five Years Controlled

Dr. Michel Fattouche Professor in the department of Electrical and 2,122,764

Calgary, Alberta, Canada
Computer Engineering at the University of
Calgary since 1986. Chief Technical Officer of
Cell-Loc Location Technologies Inc. from 2003
to present. Chief Technology Officer of Cell-
Loc Inc. from 2002 to 2003. Chief Executive
Officer of Cell-Loc Inc. from 1999 to 2002.

Mr. Jay Pazos Chief Executive Officer of Rosewin Trading 1,323,250

Cádiz, Spain PTE (a private investment company) since
October 1999.

Dr. Robert Schulz Professor of Strategic Management, Haskayne 110,857

Calgary, Alberta, Canada School of Business, University of Calgary since
1973.

Mr. David Tilston Senior Analyst, TILSTON Electromagnetics 150,033(1)

Kemptville, Ontario, Canada from August 2005 to present. Vice President,
Operations and Technology, TIL-TEK Antennas
(Division of Wi-LAN) from June 2000 to
August 2005.

Dr. Hatim Zaghloul Chief Executive Officer of Innovative Products 563,220(2)

Calgary, Alberta, Canada for Life Inc. since March 2005. Executive
Chairman of Wi-LAN from December 2003 to
February 2005. Chief Executive Officer of
Wi-LAN from 1993 until December 2003.

Notes:

(1) In addition, David Tilston's brother, Steve Tilston, beneficially owns or exercises control or direction over 162,528 Common
Shares.

(2) This number includes the 291,800 Common Shares held by Dr. Zaghloul's minor daughter. In addition, an aggregate of 1,235,478
Common Shares are held by Dr. Zaghloul's immediate family and the Muslim community to which he has been donating Common
Shares.

Further background information with respect to each of these nominees is set forth below, and also can be found at
www.SAVEwi-LAN.com.

Dr. Michel Fattouche

Dr. Michel Fattouche is a professor in the department of Electrical and Computer Engineering at the University of
Calgary in Calgary, Alberta, Canada, and Chief Technical Officer of Cell-Loc Location Technologies Inc. [stock
symbol: "LTI"].
His research work has led to 16 patents being issued. Based on his patents in W-OFDM (Wide-band Orthogonal
Frequency Division Multiplexing), he co-founded Wi-LAN in 1993. Most recently, the Institute of Electrical and

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -8-

Electronics Engineers (IEEE) announced that its "WirelessMAN" Standard 802.16a will incorporate Wi-LAN's
patented W-OFDM technology.
As well, based on his patents on Super-Resolution, Dr. Fattouche co-founded Cell-Loc Inc. in 1995 and became
Cell-Loc Location Technologies Inc. in 2003. Cell-Loc Location Technologies Inc. is the developer of a family of
network-based wireless location products that enable location-sensitive services. Several networks have been
deployed so far in Canada and one in Sao Paolo, Brazil.
Dr. Fattouche was named "Calgarian of the Year" by Business in Calgary magazine in 2000, "Prairies Entrepreneur
of the Year" for Communications and Technology as part of the Ernst and Young’s Entrepreneur of the Year
Program in 2000, and "Professor of the Year" by the Student Union for Teaching Excellence in the Department of
Electrical and Computer Engineering at the University of Calgary in 1999.
He is also a member of the Association of Professional Engineers and Geophysicists of Alberta.
Mr. Jay Pazos

Mr. Jay Pazos is the Chief Executive Officer of Rosewin Trading PTE (a private investment company). Mr. Pazos
is also a major shareholder in Wi-LAN Inc. If elected to Wi-LAN's board of directors, Mr. Pazos will use his
organizational and strategic planning skills to assist in achieving a speedy reorganization for Wi-LAN. Mr. Pazos
acquired his skills while he was a management consultant for McKinsey and Co.
Mr. Pazos holds an MBA from the University of Chicago and a B.Sc. in Chemical Engineering from the University
of Birmingham (England). In the past 20 years, he has been busy managing his family's large investment portfolio,
which includes more than one million Common Shares. His objectives, therefore, are entirely aligned with those of
other Shareholders who are eager to maximize Shareholder value. Mr. Pazos resides in Spain.
Dr. Robert Schulz

Dr. Robert Schulz is a Professor of Strategic Management with the Haskayne School of Business at the University
of Calgary, where he has taught since 1973. Dr. Schulz served as a member of the board of directors and audit
committee of Wi-LAN from 1998 to 2004, at which time he resigned for personal reasons. As a significant
Shareholder of Wi-LAN, Dr. Schulz is willing to return to the board of directors of Wi-LAN in order to help the
Concerned Shareholder Slate accomplish its task of maximizing Shareholder value.
Dr. Schulz is the co-author of Corporate Integrity: A Toolkit for Managing Beyond Compliance (Wiley, 2005) and
has been named to seven "Who's Who" publications.
His practical teaching approach and care for students has resulted in 18 awards, including recognition as one of
Canada's top 10 teachers among 39,000 university professors. As a coach, his students have won 64 national
academic competitions and five world-level championships. As a consultant, he facilitates strategic planning for
corporations and has animated more than 400 time management workshops.
Mr. David Tilston

Mr. David Tilston has over 17 years experience in antenna design and manufacturing. In addition, he has extensive
management experience relating to product development, operations and technology.
Mr. Tilston was with TIL-TEK Antennas from January 1988 until August 2005. He served as Director of
Engineering of TIL-TEK Antennas until January 1998, when he became Chief Operating Officer of that company.
He served as Chief Operating Officer of TIL-TEK Antennas until June 2000, when the company was sold to
Wi-LAN. From that time until August 2005, Mr. Tilston held the position of Vice President of Operations and
Technology for the TIL-TEK Antennas division of Wi-LAN. He is currently the Senior Analyst of Tilston
ElectroMagnetics, a company providing custom design work and consulting services related to antennas and
general electromagnetics.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 -9-

In his over 17 years at TIL-TEK Antennas, in addition to his management duties, Mr. Tilston worked on antenna
design using various software tools, including method of moments code for electromagnetic modeling and he has
written various programs for antenna design and analysis, including several utilities for antenna pattern
optimization and synthesis.
As Director of Engineering of TIL-TEK Antennas, Mr. Tilston was responsible for overall product development
procedures, schedules and budgets, as well as departmental management, staffing and planning. All procedures
were developed to be ISO-9001 compliant.
Dr. Hatim Zaghloul

Dr. Hatim Zaghloul is recognized as a visionary leader in the Canadian hi-tech community. In 1992, Dr. Zaghloul
co-founded Wi-LAN, and under his direction, the technology he co-invented with Dr. Michel Fattouche became the
heart of many wireless communications standards. Dr. Zaghloul holds a B.Sc. in Electrical Engineering from Cairo
University as well as a M.Sc. and a Ph.D. in Physics from the University of Calgary.
Dr. Zaghloul has published extensively in technical journals and holds over 10 patents. Dr. Zaghloul envisioned in
1991 how W-OFDM technology can become the main driver for all wideband wireless communications
applications, including wireless local area networking, wide area networking and cellular telephony.
Dr. Zaghloul has served as a director on a variety of boards, specifically in the high-technology arena, including the
boards of Wi-LAN, Cell-Loc Inc., DTS Inc., Imaging Dynamics Corp., Wireless Inc., QCC Technologies and NTG
Clarity Networks Inc., as well as other private entities. Dr. Zaghloul is currently the Chief Executive Officer and
Chairman of Innovative Products for Life Inc., a developer and marketer of innovative consumer products. He has
recently been active in small hi-tech companies and is a large investor in PsiNaptic Inc., NTG Clarity Networks Inc.
and Dynex Power Inc.
Dr. Zaghloul co-founded Wi-LAN, Cell-Loc Inc., NTG Clarity Networks Inc., QCC Technologies and Wireless
Inc. Dr. Zaghloul has been awarded many awards, including being named: one of 10 "Great Canadians" by
McLean's Magazine in July 2000; Calgarian of the Year 2000 with Dr. Fattouche by Business in Calgary magazine;
an Entrepreneur of the Year finalist for two consecutive years; a Wireless Hall of Fame inductee; and the recipient
of the 2000 Pinnacle Award by the law firm of Fraser Milner. Under his leadership, Wi-LAN received numerous
awards for its technology and performance. Wi-LAN was the best performing stock on the Toronto Stock
Exchange in the years 1999 and 2000.
Dr. Zaghloul is also heavily involved in the Muslim community in North America and is currently the Chairman of
the Muslim Council of Calgary, an organization representing the tens of thousands of mainstream Muslims in
Calgary. Dr. Zaghloul recently published his first book, The Past, the Present and the Future: as seen by a
moderate Muslim (as if anybody cares!).

Each of the above individuals has consented to serve as a director of Wi-LAN if proposed as a nominee and elected
as a director of Wi-LAN.

It is not contemplated that any member of the Concerned Shareholder Slate will be unable to serve as a
director. However, if that shall occur for any reason prior to the Meeting, the representatives of the
Concerned Shareholders reserve the right to vote for another nominee at THEIR discretion.

Settlement Agreements

In 1997, during the course of the preparation of the preliminary prospectus for its initial public offering, Wi-LAN
was advised by its legal counsel that certain of its prior share issuances may have been in contravention of the
Securities Act (Alberta) (the "Act") and the rules enacted thereunder (the "Rules"). The management and directors
of Wi-LAN had, at the time of such transactions, believed such transactions to be in compliance with the Act and
the Rules. The board of directors of Wi-LAN instructed its counsel to inform the staff of the Alberta Securities

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 - 10 -

Commission (the "Commission") of the relevant circumstances prior to the filing of the preliminary prospectus. As
a result, the Executive Director of the Commission, Wi-LAN and certain of its directors at the time, including
Dr. Zaghloul and Dr. Fattouche, entered into a Settlement Agreement and Undertaking (the "Agreement") to
resolve any such breaches arising in such matter. Pursuant to the Agreement, Wi-LAN (i) acknowledged that
certain shares issued pursuant to certain of the transactions were subject to resale restrictions and agreed to legend
the appropriate share certificates accordingly, (ii) undertook that before it availed itself of any of the exemptions
contained in the Act or the Rules for a period of one year from the date of the Agreement, it would seek in writing
the written permission of the Executive Director, (iii) agreed to notify the securities commissions of any other
Canadian jurisdictions in which violations of applicable securities legislation occurred, and (iv) agreed to pay the
costs of the investigation. Dr. Zaghloul and Dr. Fattouche, among others, (i) undertook that they would make
themselves aware of the requirements of the Act and would comply with the Act and the Rules in the future, and
(ii) undertook to the Executive Director not to sell the securities of Wi-LAN for a period of 18 months from the
date of the Agreement.

Prior to its initial public offering in 1997, Cell-Loc Inc. failed to file reports within the required time period in
connection with seven exempt issuances of securities completed in reliance on the exemptions contained in
subsections 107(1)(l) and (z) of the Act, and Cell-Loc Inc. issued common shares and a one-time option to purchase
additional common shares to a company in consideration for technology without proper exemptions from the
registration and prospectus requirements of the Act. As a result of the foregoing, Cell-Loc and Dr. Zaghloul and
Dr. Fattouche entered into a settlement agreement and undertaking with the Commission pursuant to which
Dr. Zaghloul and Dr. Fattouche (i) undertook to make themselves aware of, and comply with, the requirements of
the Act and the Rules in the future, (ii) agreed to obtain legal advice from an active member of the Law Society of
Alberta practising in the area of securities law regarding the use of statutory exemptions contained in the Act prior
to causing Cell-Loc to issue securities in reliance on such exemptions, and (iii) paid $1.00 to the Commission
towards the costs of the investigation.

Voting Intentions

Hatim Zaghloul and Dick Tchairdjian, the representatives named in the enclosed YELLOW PROXY, if not
expressly directed to the contrary in such form of proxy, intend to vote FOR the removal of the current directors,
the fixing of the number of directors at five and the election of the persons named above as directors of Wi-LAN.

OTHER BUSINESS OF THE MEETING

If any amendment or variations to the matters identified in the management information circular of Wi-LAN in
respect of the Meeting (the "Management Circular") and related Notice of Meeting are proposed at the Meeting,
or if any other matters should properly come before the Meeting, the enclosed YELLOW PROXY confers
discretionary authority on Hatim Zaghloul and Dick Tchairdjian, the representatives named in the enclosed
YELLOW PROXY, to vote on these items in accordance with their best judgment. Neither Hatim Zaghloul nor
Dick Tchairdjian is currently aware of any such amendments or variations or any such other matters that may come
before the Meeting.

INFORMATION ABOUT VOTING FOR THE CONCERNED SHAREHOLDERS' PROPOSAL

Solicitation of Proxies

Proxies may be solicited by the Concerned Shareholders by mail, telephone, fax or other electronic means. The
Concerned Shareholders may retain a proxy solicitation organization to aid in the solicitation of proxies from
individual and institutional investors. The costs incurred in the preparation and mailing of this proxy circular and
the solicitation will initially be borne directly by the Concerned Shareholders. However, the Concerned
Shareholders intend to seek reimbursement from Wi-LAN of their out-of-pocket expenses, including proxy
solicitation expenses and legal fees, incurred in connection with the reconstitution of Wi-LAN's board if the

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 - 11 -

Concerned Shareholder Slate is elected. The Concerned Shareholders have requested or will request that banks,
brokerage houses and other custodians, nominees and fiduciaries forward all solicitation materials sent to them to
the beneficial owners of the shares they hold as registered owner and they will reimburse them for customary
clerical and mailing expenses incurred by them in forwarding these materials to their customers.

No person is authorized to give information or to make any representation other than those contained in this circular
and, if given or made, such information or representations must not be relied upon as having been authorized to be
given or made.

Revocation of Proxies

A Shareholder who has submitted an instrument of proxy may revoke it at any time prior to the exercise thereof by
preparing an instrument in writing signed by the Shareholder, or by an authorized attorney, or, if the Shareholder is
a corporation, by a duly authorized officer, and depositing it either (i) at the offices of Computershare Trust
Company of Canada, Attention: Proxy Department, 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1,
at any time up to and including the last business day preceding the day of the Meeting, or any adjournment thereof,
at which the instrument of proxy is to be used, or (ii) with the Chair of the Meeting on the day of the Meeting or
adjournment thereof, or (iii) in any other manner permitted by law. In addition, an instrument of proxy may be
revoked by the Shareholder personally attending at the Meeting and voting the securities represented thereby or, if
the Shareholder is a corporation, by a representative attending at the Meeting and voting such securities.

Beneficial Shareholders

The information in this section only applies to Shareholders who hold their Common Shares through a broker or
other Intermediary (as defined below).

These securityholder materials are being sent to both registered and non-registered owners of Common Shares. If
you are a non-registered owner and these materials have been sent directly to you, your name and address and
information about your holdings of Common Shares have been obtained in accordance with applicable securities
regulatory requirements from the Intermediary (as defined below) holding on your behalf.

Only registered holders of Common Shares or the persons they appoint as their proxy holders are permitted to vote
at the Meeting. However, in many cases, Common shares beneficially owned by a person (a "Non-Registered
Holder") are registered either:

(a) in the name of an intermediary (an "Intermediary") that the Non-Registered Holder deals with in
respect of the Common Shares (Intermediaries include, among others, banks, trust companies,
securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs,
RESPs and similar plans); or

(b) in the name of a depository (a "Depository", such as The Canadian Depository for Securities
Limited) of which the Intermediary is a participant

In accordance with the requirements of Canadian Securities Administrators' National Instrument 54-101 –
Communication with Beneficial Owners of Securities of a Reporting Issuer, Wi-LAN will have distributed copies of
the Management Circular to the Depositories and Intermediaries for onward distribution to Non-Registered
Holders. Intermediaries are required to forward all meeting materials to Non-Registered Holders. Intermediaries
often use service companies to forward the meeting materials to Non-Registered Holders. Generally, Non-
Registered Holders who have not waived the right to receive Meeting materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a
facsimile, stamped signature) and which is restricted as to the number of shares beneficially owned

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 - 12 -

by the Non-Registered Holder but which is otherwise not completed; in this case, the Non-
Registered Holder who wishes to submit a YELLOW PROXY should properly complete the
YELLOW PROXY and submit it in accordance with the instructions on the YELLOW PROXY; or

(b) more typically, be given a voting instruction form with the words YELLOW PROXY affixed to it
that must be completed and signed by the Non-Registered Holder in accordance with the directions
on the voting instruction form (which may, in some cases, permit the completion of the voting
instruction form by fax, Internet or telephone voting).

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 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 received from the Intermediary and insert the Non-Registered
Holder or such other person's name in the blank space provided or, in the case of a voting information form, follow
the corresponding instructions on the form. In any case, Non-Registered Holders should carefully follow the
instructions of their Intermediaries, including those regarding when and where the proxy (or voting
information form) is to be delivered.

A Non-Registered Holder may revoke a proxy or voting instruction form which has been given to an Intermediary
by written notice to the Intermediary. In order to ensure that an Intermediary acts upon a revocation of a proxy or
voting instruction form, the written notice should be received by the Intermediary well in advance of the Meeting.

OTHER IMPORTANT INFORMATION

Record Date and Voting Shares

The directors of Wi-LAN have fixed the record date for those entitled to receive notice of and vote at the Meeting
as at the close of business on March 10, 2006 (the "Record Date"). As of the close of business on February 28,
2006, there were 42,229,184 Common Shares issued and outstanding. Each Common Share entitles the holder to
one vote at the Meeting. Subject to certain exceptions, only Shareholders of record as at the Record Date are
entitled to receive notice of and vote at the Meeting unless after that date a Shareholder of record transfers its
Common Shares and the transferee, upon producing properly endorsed certificates evidencing such Common
Shares or otherwise establishing that it owns such Common Shares, requests, not later than 10 days prior to the
Meeting or such other time that Wi-LAN determines, in its sole discretion, is acceptable, that the transferee's name
be included in the list of Shareholders entitled to vote, in which case such transferee shall be entitled to vote such
Common Shares at the Meeting.

Interest of Certain Persons and Companies in Matters to he Acted Upon

The Concerned Shareholders are not aware of any material interest, direct or indirect, of any of the Concerned
Shareholders or any member of the Concerned Shareholder Slate (or any associate or affiliate of such persons) in
any matter to be acted on at the Meeting other than the election of directors, except as may otherwise be disclosed
herein or in the Management Circular.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 - 13 -

Indebtedness of Directors, Officers and Nominees

The Concerned Shareholders are not aware of any members of the Concerned Shareholder Slate (or any of their
associates) which are (or which have been) indebted to Wi-LAN or any of its subsidiaries at any time since the
beginning of the last completed financial year of Wi-LAN or which have indebtedness to another entity which is
the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding
provided by Wi-LAN or any of its subsidiaries, except as may otherwise be disclosed in the Management Circular.

Interest of Informed Persons in Material Transactions

The Concerned Shareholders are not aware of any members of the Concerned Shareholder Slate (or any of their
associates or affiliates) which have any material interest, direct or indirect, in any transaction since the
commencement of Wi-LAN's most recently completed financial year or in any proposed transaction which has
materially affected (or would materially affect) Wi-LAN or any of its subsidiaries, except as may otherwise be
disclosed herein or in the Management Circular.

Principal Holders of Voting Securities

To the knowledge of the Concerned Shareholders, except as set forth in the Management Circular, no person, firm
or corporation beneficially owns, directly or indirectly, or exercises control or direction over, voting securities
carrying 10% or more of the voting rights attached to any class of voting securities of Wi-LAN.

Other Information Concerning the Concerned Shareholders

The following table sets out the number of Common Shares that the Concerned Shareholders beneficially own or
over which they exercise control or direction as of the date hereof:

Name of the Concerned Shareholder Number of Common Shares

Michel Fattouche 2,122,764

Jay Pazos 1,323,250
Robert Schulz 110,857
Dick Tchairdjian 54,800
David Tilston 150,033(1)
Hatim Zaghloul 563,220(2)

Notes:

(1) In addition, David Tilston's brother, Steve Tilston, beneficially owns or exercises control or direction over 162,528 Common
Shares.

(2) This number includes the 291,800 Common Shares held by Dr. Zaghloul's minor daughter. In addition, an aggregate of 1,235,478
Common Shares are held by Dr. Zaghloul's immediate family and the Muslim community to which he has been donating Common
Shares.

Additional Information

Information regarding executive compensation, management contracts, securities authorized for issuance under
equity compensation plans and indebtedness of directors and executive officers of Wi-LAN and certain other
information that is required to be included in an information circular under the relevant legislation has been omitted
from this circular because it is already contained in the Management Circular. You should refer to the Management
Circular for such information concerning Wi-LAN and the business of the Meeting. The Management Circular is

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.
 - 14 -

available at www.sedar.com. Some of the information in the Management Circular is outside of the knowledge of
the Concerned Shareholders.

Additional information relating to Wi-LAN is available on SEDAR at www.sedar.com. Financial information is

contained in Wi-LAN's consolidated financial statements and management's discussion and analysis. If you wish to
request copies of Wi-LAN's financial statements and management's discussion and analysis, please contact the
Secretary of Wi-LAN at Deerfoot 17 Building, 200, 2710 – 17th Avenue S.E., Calgary, Alberta, T2A 0P6.

Dated this 7th day of April, 2006 at Calgary, Alberta.

Your Vote is Extremely Important – Please Submit Your YELLOW Proxy Form Today.