EXFO Inc. — AGM Information 2020

Nov 25, 2020

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EXFO Inc.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Meeting") of EXFO Inc. (the "Corporation") will be held at 9:00 a.m. (Eastern Standard Time), on Wednesday, January 13, 2021, at the Corporation’s Headquarters located at 400 Godin Avenue, Atrium Room, Quebec City, Quebec, G1M 2K2, Canada, for the following purposes:

1. to receive the consolidated financial statements of the Corporation for the financial year ended August 31, 2020, and the Auditor’s report thereon;

2. to elect Directors of the Corporation;

3. to appoint PricewaterhouseCoopers LLP as auditors and to authorize the Audit Committee to fix their remuneration;

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

Enclosed is a copy of the 2020 Management Proxy Circular and a form of Proxy and, if selected, a copy of the 2019 consolidated financial statements, management’s discussion and analysis and the Auditor’s Report thereon.

In light of the ongoing public health concerns related to the COVID-19 pandemic and in order to comply with the measures imposed by the federal and provincial governments, the Corporation is encouraging shareholders and others not to attend the Meeting in person. Shareholders are urged to vote on the matters before the Meeting by proxy and to view the Meeting online by way of a live webcast that will be available at https://investors.exfo.com/events/event-details/annual-meeting-shareholders-0. Shareholders will be able to submit questions to management of the Corporation by email at ir@exfo.com before close of business on January 12, 2021 or through the webcast at the conclusion of the Meeting. The Corporation may take additional precautionary measures in relation to the Meeting in response to further developments in the COVID-19 pandemic or announce alternative arrangements for the Meeting via press release, without further notice. Shareholders should consult our website at www.exfo.com for our must current measures and arrangements.

DATED at Quebec, Province of Quebec, this 1[st] day of November 2020.

BY ORDER OF THE BOARD OF DIRECTORS

Benoit Ringuette Secretary

Shareholders are requested to vote by telephone or electronically or to complete the enclosed proxy form and return it by fax, email or in the envelope provided. To be valid, votes or proxies must reach the office of AST Trust Company (Canada), no later than the close of business on the last day prior to the date of the Meeting or any reconvening of the Meeting in case of adjournment.