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Form of Proxy

POET TECHNOLOGIES INC.

Notes

No. Proposition For Against Abstain
1

DIRECTOR Glen Riley

2

DIRECTOR Jean-Louis Malinge

3

DIRECTOR Robert Bob Tirva

4

DIRECTOR Suresh Venkatesan

5

DIRECTOR Theresa Lan Ende

6

Appointment of Davidson & Company LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.

7

To pass a resolution of a majority of disinterested shareholders of the Company approving the amendments to the Companys omnibus incentive plan, as more particularly set out in the accompanying management information circular (the Circular).