EXFO Inc. — Audit Report / Information 2020

Nov 25, 2020

FORM 52-110F1

AUDIT COMMITTEE INFORMATION REQUIRED IN AN AIF

1. The Audit Committee’s Charter

Incorporated by reference to Exhibit 11.5 (Audit Committee Charter) of EXFO’s annual report Form 20-F dated November 25, 2020.

2. Composition of the Audit Committee

As of November 25, 2020, the Audit Committee is composed of four independent and financially literate Directors:

Claude Séguin, Chairperson François Côté Angela Logothetis Randy E. Tornes

3.

Relevant Education and Experience

Incorporated by reference to Section 6.A (Directors and Senior Management) of EXFO’s annual report Form 20-F dated November 25, 2020.

4. Reliance on Certain Exemptions

Not Applicable.

5. Reliance on the Exemption in Subsection 3.3(2) or Section 3.6

Not Applicable.

6. Reliance on Section 3.8

Not Applicable.

7. Audit Committee Oversight

Not Applicable.

8. Pre-Approval Policies and Procedures

Incorporated by reference to Section 16.C (Audit Committee Pre-Approval Policies and Procedures) of EXFO’s annual report Form 20-F dated November 25, 2020 and completed by the Audit Committee’s Charter.

9. External Auditors Service Fees (By Category)

Incorporated by reference to Section 16.C (Principal Accountant Fees and Services) of EXFO’s annual report Form 20-F dated November 25, 2020.

Date: November 25, 2020

EXFO Inc.

Name of Issuer

Per: /s/ Philippe Morin

Philippe Morin Name Chief Executive Officer Official Capacity

Per :/s/ Pierre Plamondon

Pierre Plamondon, CPA Name Chief Financial Officer and Vice-President, Finance Official Capacity

(Please print the name of the individual whose signature appears in the official capacity)