POET TECHNOLOGIES INC. (the “Corporation”)

Disclosure Policy

5.4 Timing of Disclosure and Maintaining Confidentiality

Following the determination that an event that gives rise to material information (as defined bythis Policy) will occur or has taken place, the appropriate timing for the release of this information must be determined.

5 Securities laws require that material information about a company be disclosed immediately through broad dissemination of a news release (over one or more major wire services) upon the information becoming known to management or upon it becoming apparent that the information is material. the Corporation's policy is to disclose material information in the most timely manner possible.

Part 7 of National Instrument 51-102 "Continuous Disclosure Obligations" requires that where material information constitutes a material change in the affairs of a company, the company must:

a) as soon as practicable issue and file a news release that is authorized by a senior officer disclosing the nature and substance of the change; and

b) File a required report (Form 52-102F3 - Material Change Report) as soon as practicable, and in any event no later than 10 days after the date on which the event giving rise to material information occurs.

Similar requirements exist under U.S. securities laws. It is the Corporation's policy to disclose material changes and file material change reports in the most timely manner possible. If disclosure of the material change would be "unduly detrimental" to the interests of the Corporation, under the terms of applicable securities legislation, the Corporation, and in particular the Committee, may choose to delay disclosure of this information subject to the procedure outlined below. For example, information regarding discussions or negotiations for an acquisition, merger or significant transaction may present a particularly sensitive timing issue as premature disclosure may affect the Corporation's negotiating position or ability to complete the transaction.

In such a case, the Corporation's policy is to maintain confidentiality of material corporate information until the information is ready to be publicly disseminated. The Corporation's policy is to limit the number of individuals within the Corporation who have access to or knowledge of the information. However, all members of the Disclosure Policy Committee will be informed. However, in such a circumstance, the Committee will Endeavour to prepare and file a material change report in Form 51-102 F3 marked so as to indicate that it is confidential together with written reasons for non-disclosure. The Committee is required to advise the applicable securities regulatory authorities within 10 days of the date of filing such report, in writing, and every 10 days thereafter if it believes the report should continue to remain confidential.

In cases where an event or information does not constitute a material change but is determined to be of interest to the Corporation's shareholders and customers, the Corporation will issue a news release (without filing a material change report, or equivalent) in accordance with this Policy.