EXFO Inc. — Delisting Announcement 2021

Oct 27, 2021

EXFO INC.

NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations )

1. Name of the parties to the transaction:

EXFO Inc. (“ EXFO ” or the “ Corporation ”) and 11172239 Canada Inc. (the “ Purchaser ”)

2. Description of the transaction:

On August 27, 2021, EXFO completed the transaction contemplated by the previouslyannounced statutory plan of arrangement under the provisions of the Canada Business Corporations Act involving the Corporation and the Purchaser, a corporation controlled by Germain Lamonde (the “ Arrangement ”). Pursuant to the Arrangement, the Purchaser acquired all the issued and outstanding subordinate voting shares of EXFO, other than the subordinate voting shares held by the Purchaser, for US $6.25 per subordinate voting share in cash.

The Arrangement was approved by the Superior Court of Québec on August 20, 2021 following approval of the special resolution approving the Arrangement by 99.65% of the votes cast by shareholders (voting together as a single class) and by 90.95% of the votes cast by holders of subordinate voting shares other than interested shareholders at the special meeting of shareholders of EXFO (held on August 13, 2021).

As a result of the Arrangement, the subordinate voting shares of EXFO ceased trading on Nasdaq as of the close of business on August 27, 2021 and were delisted from the Toronto Stock Exchange as of the close of business on August 30, 2021.

3. Effective date of the transaction:

The effective date of the transaction is August 27, 2021.

4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity:

Prior to the completion of the Arrangement, EXFO was a reporting issuer in each of the provinces of Canada (collectively, the “ Canadian Jurisdictions ”) and in the United States.

Following the completion of the Arrangement, EXFO and the Purchaser effected a statutory vertical short-form amalgamation on September 1, 2021, with the Purchaser and EXFO continuing as one corporation under the name “EXFO Inc.”.

EXFO has ceased to be a reporting issuer under the applicable securities laws of each Canadian Jurisdiction according to an order dated October 27, 2021.

On September 9, 2021, EXFO filed a Form 15 with the U.S. Securities and Exchange Commission for the purpose of terminating its registration under Section 12(g) of the Securities Exchange Act of 1934 (the “ Exchange Act ”), as amended. Pursuant to Rule 12g4(b) under the Exchange Act, EXFO’s duty to file reports under the Exchange Act were suspended immediately upon the filing of the Form 15. Therefore, EXFO is no longer required to comply with any of the continuous disclosure requirements in the United States. Termination of registration under Section 12(g) of the Securities Exchange Act of 1934 will be effective 90 days after the filing of the Form 15 (December 8, 2021).

5. The date of the reporting issuer’s first financial year-end after the transaction:

Not applicable.

6. The periods, including the comparative periods, if any, of the interim financial reports and annual financial statements required to be filed for the reporting issuer’s first financial year after the transaction:

Not applicable.

7. The documents filed under NI 51-102 that described the transaction:

Not applicable.

DATED this 27[th] day of October 2021.

EXFO INC.

By: “Benoit Ringuette” Benoit Ringuette Chief Legal Officer

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