A unifying platform for Chip-Scale Hybrid Integrated Photonics

Annual and Special Meeting of Shareholders 2021

A unifying platform for Chip-Scale Hybrid Integrated Photonics

POET ASGM

Order of Business October 7, 2021

TIME

1:00pm ? 1:15pm 1:15pm ? 1:45pm

ACTIVITY

Introductions and Call to Order Formal Shareholder Meeting

Chairman Scrutineer

1:40pm ? 2:30pm Presentations

2:30pm ? 2:50pm Q&A 2:50pm ? 3:00pm Conclusion

PRESENTER____ Kevin Barnes

Peter Charbonneau Billy Chau, Computershare

Suresh Venkatesan / Vivek Rajgarhia / Thomas Mika

POET Management

Kevin Barnes

POET ASGM POET Representatives October 7, 2021

Peter Charbonneau Suresh Venkatesan Vivek Rajgarhia Thomas Mika Kevin Barnes Jean Louis Malinge Mohandas Warrior Glen Riley

Lead Director, Governance Committee Chief Executive Officer President & General Manager Chief Financial Officer VP Finance and Administration and Treasurer Director, Governance Committee, Audit Committee Director, Compensation Committee Director, Compensation Committee

POET ASGM Meeting Agenda

October 7, 2021

? Appointment of Secretary of Meeting and Scrutineer ? Notice of Meeting ? Scrutineer's Report ? Destruction of Proxies ? Minutes of the Previous Meeting ? Financial Statements and Auditor's Report ? Election of Directors ? Appointment of Auditors ? Approval of Stock Option Plan ? Consolidation of issued and outstanding shares ? Other Business ? Termination of Meeting

POET ASGM RESOLUTIONS

October 7, 2021

The Shareholders will vote on the following resolutions:

1. to receive the audited consolidated financial statements of the Company for the financial year ended December 31, 2020 together with the auditor's report thereon as well as the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2021;

2. to elect six directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed;

3. to appoint Marcum LLP as the auditors of the Company and to authorize the directors to fix their remuneration; and

4. to pass an ordinary resolution approving the amendments to the Company's Stock Option Plan and approving the 2021 Plan as amended with Insiders of the Company abstaining from voting, as set out in the Circular;

5. to consider and, if deemed appropriate, approve a special resolution substantially in the form set forth in the Circular authorizing an amendment to the articles of the Company to effect a consolidation (the "Consolidation") the outstanding Shares on the basis of one post-Consolidation Share for a number of pre Consolidation Shares to be determined within a range of two and 10 pre-Consolidation Shares (the "Range") and authorizing the directors of the Company to determine the final Consolidation ratio within such Range;

6. and to transact such further or other business as may properly come before the Meeting or any adjournments thereof.

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