Decision Document/ Order for Application - French

Decision Document/ Order for Application - French

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Place de la Cité, Cominar Tower 2640 Laurier Boulevard, Suite 400 Quebec City, Quebec G1V 5C1 Telephone: 418 525-0337 Fax: 418-525-9512 Toll-free: 1-877-525-0337 www.lautorite.qc.ca 800 Square-Victoria Street, Suite 2200 Montreal, Quebec H3C 0B4 Phone: 514 395-0337 Fax: 514 873-3090 DECISION NO.: 2024-FS-1039397 SEDAR+ File No.: 06143595

Re: POET Technologies Inc. (the "Issuer") Application for exemption

Having regard to the request submitted by the issuer to the Autorité des marchés financiers (the "Authority") on June 6, 2024 (the "Application");

Having regard to sections 40.1 and 263 of the Securities Act, CQLR, c. V-1.1 (the "Act"); Having regard to subsection 2.2(2) and section 19.1 of National Instrument 41-101 General Duties Prospectus Prospectus, CQLR, c. V-1.1, r. 14 (the "Regulation 41-101");

Having regard to the Act, Regulation 14-101 respecting Definitions, CQLR, c. V-1.1, r. 3, Regulation 41-101, Regulation 44-102 respecting Shelf Distributions, CQLR, c. V-1.1, r. 17 and the following defined terms:

"permanent exemption" means an exemption from the requirement under section 40.1 of the Act and the subsection 2.2(2) of NI 41-101 to establish a French version of the prospectus and the mark-to-market supplements;

"Prospectus" means the base shelf prospectus that the Issuer intends to file with the the AMF on or about June 12, 2024, as well as any amended version thereof;

"mark-to-market investment supplements" means the prospectus shelf prospectus relating to the prospectus that will establish the ATM offerings;

Having regard to the act authorising the signing of certain acts, documents or writings taken pursuant to section 24.1 of the Act respecting the regulation of the financial sector, CQLR, c. E-6.1 and the Powers delegates in accordance with Article 24 of the same law;

Having regard to the application for a permanent exemption;

Having regard to the following considerations:

1. The issuer is a reporting issuer in all jurisdictions of Canada;

2. The issuer intends to make an ATM distribution; 2

3. In the course of an ATM offering, the issuer may distribute its securities to Quebec policyholders;

4. An issuer that intends to distribute its securities in Québec must establish a prospectus;

5. In an ATM offering, policyholders acquire their securities directly on the market and the issuer is exempt from delivering the prospectus to them;

6. The English version of the Prospectus and the Supplements establishing the Investments in the market price will be filed with the AMF; Having regard to the declarations made by the issuer.

Accordingly, the AMF grants the permanent exemption on the condition that the prospectus and any prospectus supplements other than supplements setting out the market prices are determined in French and filed with the AMF before the issuer placing securities with Québec policyholders in connection with an offering other than the market price.

Done on June 11, 2024.

Patrick Théorêt Director of Financing Operations