May 8, 2017.

Dear Fellow Shareholders,

Espial Group Inc. (“Espial” or the “Company”) is pleased to invite all shareholders to attend our annual general and special meeting of shareholders of Espial (the “Meeting”) to be held at 10 a.m. Ottawa Time on June 13, 2017 at the Metcalfe Hotel, 123 Metcalfe Street, Ottawa, Ontario.

Cable and Telecom service providers that off er Pay TV services are under signifi cant pressure to deliver new, exciting services and user experiences to consumers. To do this, these service providers need to transition to a next generation Pay TV platform that will allow them to innovate and deliver new services.

“Our vision is to be the trusted partner for Pay TV service providers as they transition to their next generation platform and beyond.”

We achieved solid business results in 2016, providing a stronger foundation to build towards the future. In addition to fi nancial accomplishments, we executed on signifi cant milestones as follows:

• Launched NOS “UMA” next generation Pay TV serviceLargest Portugal cable operator with 1.6 million subscribers

• Launched Tele Columbus “advanceTV” Pay TV service3rd largest cable operator in Germany with over 3 million subscribers

• Added 40 cable & telecom operatorsWHS acquisition from ARRIS

• Introduced Espial Elevate SAAS based serviceInitially off ered 40 operators with 3 million subscribers

• Global distribution agreement signed with ARRISLargest set-top vendor in the world with ~$7 billion in revenue

• Increased RDK leadership positionThrough proven deployments & development partnership with Comcast and RDK-M LLC

HIGHLIGHTS

√ Record revenue of $28.6 million in 2016, 15% year on year growth

√ 300% addressable subscriber base growth in 36 months

√ Short-listed in new opportunities with over 5 million subscribers

√ Strong sales pipeline of 20+ new service providers

√ Strong cash balance

√ No debt

espial.com

Message to Shareholders

TO CONTINUE WITH THE POSITIVE MOMENTUM, PLEASE VOTE YOUR SHARES TODAY FOR THE FOLLOWING BOARD OF DIRECTORS,

Jaison Dolvane, President and CEO of Espial who co-founded Espial in 1997, has led the company from a start-up to a global business and raised over $100 million of fi nancing, navigated Espial into new markets, M&A transactions, and a successful IPO. Mr. Dolvane has positioned the Company into a leading participant in the large and valuable cable & telecom market. He is a frequent speaker at leading industry events with major cable and telecom service providers. He is a deal maker and has championed signifi cant deals with major operators, manufacturers and partners. Prior to Espial, Mr. Dolvane was at Nortel, Corel and Entrust contributing to innovations in telecom, IP video and computing. He has completed the Cable Executive Management program at Harvard Business School and holds a Bachelor of Computer Science degree. Jaison is also a member of the Young Presidents Organization (YPO), a premier leadership organization of chief executives worldwide.

Kumanan Yogaratnam, Chief Technology Offi cer of Espial, co-founded Espial and has been the driving force for the technology vision of Espial’s leading IP video services platform. Kumanan has created various standards in the mobile, distributed computing and television industries jointly with Motorola, Sony, Ericsson, Sun Microsystems, Philips and more. Previously, Kumanan was at Nortel, IBM, Newbridge and Entrust. Kumanan is an inventor and holds multiple patents including telecom, video and computing in North America and globally. Kumanan holds a Masters in Computer Science and Bachelor of Computer Science degree.

Peter Seeligsohn, independent Director of Espial is president of KAJS Group Inc., an organization pursuing the acquisition of established businesses and the provision of strategy, operations and fi nancing advice to private and public companies. Mr. Seeligsohn has served

Espial solutions bring engaging viewing experiences to all screens.

espial.com

ESPIAL 2017 GROWTH AND LEADERSHIP STRATEGY

√ Increase deployments in current operators

√ Off er Cloud Based SAAS

√ New Customer Wins

√ Upsell Products and Services

√ Acquisitions

√ Develop ARRIS global sales channel

as a Director on the boards of SiberCore, Synamics Inc., Interactive Media Group Limited, Gallium Software Inc., Navtel, NewStep, Semiconductor Insights Inc., FutureCom, Syndesis, LavaLife, Cedara, Enghouse and the Toronto Venture Group. Previously, he was at Nedcor Investment Bank Holdings, VenGrowth Private Equity Partners, Association Canadienne Du Capital de Risque Et D’Investissement and Touche Ross Tohmatsu Accounting Firm. Mr. Seeligsohn is a qualifi ed C.A. and holds Bachelor of Accounting Science (Honors) and Bachelor of Commerce in Accounting.

Michael Lee, independent Director of Espial and General Partner for Rogers Venture. Mr. Lee was the Chief Strategy Offi cer for Rogers Communications which included Rogers Cable, Rogers Wireless and Rogers Media. Mike also had roles of VP, Strategy & Development and VP, Product Management at Rogers Cable. Prior to that he was the founder-entrepreneur in two technology companies. Mike serves as a director of several other technology companies and his investments include Payfone, Zoove, PayLiquid, Telylabs, Cognitive Networks, SecureKey, Scribble and GridCentric.

Michael Hayashi, independent Director of Espial, Partner in Jinsei2.0 Consulting, Chief Strategy Offi cer for Mediashift Technologies, and chairman for Petrichor Technologies. Previously he served as a Director on the boards of Broadlogic and Mindspeed Technologies. Mr. Hayashi served as an Executive Vice President of Architecture, Development and Engineering at Time Warner Cable, Inc. He was responsible for leading the development of triple-play services including video-on-demand, high-defi nition television and digital video recorder initiatives. Mr. Hayashi was instrumental in the formation of the RDK initiative, a joint venture of Comcast, TWC and Liberty Global. Prior to Time Warner Cable, Mr. Hayashi held senior roles at Cisco (prev. Scientifi c Atlanta) and Pioneer Communications. He retired from Time Warner Cable in 2015, after 20 years. Mr. Hayashi was awarded the Vanguard Award for Science & Technology, among the highest honors in the cable industry.

Aamir Hussain, leads product, platforms, infrastructure, cloud, network operations and information technology for CenturyLink, a global communications, hosting, cloud and IT services company that provides broadband, voice, video, data and managed services to millions of customers. Prior to CenturyLink, Aamir was the Managing Director & Chief Technology Offi cer of Liberty Global in Europe, one of the largest cable companies in the world serving 48 million RGUs, where he led the technology and network organizations across 13 countries in Europe spanning voice, video, broadband and wireless. Aamir has also held senior executive positions at Covad Communications, AT&T, Qwest and Telus. Aamir has completed business, telecom and strategy training at Harvard Business School and Insead in France. He also holds a Masters in Electrical Engineering from Georgia Institute of Technology and a Bachelor in Electrical Engineering from University of South Florida.

Your Vote FOR the Current Directors up for Re-election Will Ensure Espial Continues on the Road to Success Without Interruption.

On behalf of the board of directors and management of Espial, I would like to take this opportunity to thank you, our shareholders, for your ongoing support. The future is bright and we look forward to another record year with you.

Sincerely,

Jaison Dolvane, President and CEO, Espial

espial.com

espial.com

YOUR VOTE IS IMPORTANT. PLEASE VOTE PRIOR TO 10:00AM (OTTAWA TIME) ON JUNE 9, 2017.

Voting Method

Registered Shareholders

If your shares are held in your name and represented by a physical certifi cate

Benefi cial Shareholders

If your shares are held with a broker, bank or other intermediary.

Internet

Vote online at:

investorvote.com

Vote online at:

www.proxyvote.com

Telephone or Facsimile

Call the toll-free listed on your Proxy and vote using the control number provided therein, or, complete, date, and sign the Proxy and fax it to Computershare at the number listed therein.

Call the toll-free listed on your voting instruction form (“VIF”) and vote using the 16

digit control number provided therein, or, complete, date, and sign the VIF and fax it to

the number listed therein.

Mail

Complete, date, and sign the Proxy and return in the enclosed postage paid envelope to:

Computershare Investor Services Inc. 100 University Ave., 8th Floor

Toronto, Ontario M5J 2Y1

Complete, date and sign the VIF and return it in the enclosed postage paid envelope.

QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TOTHE PROXY SOLICITOR:

NORTH AMERICAN TOLL-FREE

1-877-452-7184

(416-304-0211 collect)

FAX: 416-646-2415

EMAIL: assistance@laurelhill.com