POET TECHNOLOGIES INC.

Item 16B. Code of Ethics

Our Board of Directors adopted a Code of Business Conduct and Ethics, as amended in March 2025 (the “Code”), that applies to all our employees, including without limitation our chief executive officer, chief financial officer and principal accounting officer. Our Code may be viewed on our website at www.poet-technologies.com and is filed as an Exhibit to this Annual Report. A copy of our Code may be obtained, without charge, upon a written request addressed to our office at, 120 Eglinton Avenue East, Suite 1107, Toronto, Ontario M4P 1E2, Canada. We will disclose on our website any amendment to, or waiver from, a provision of the Code as required by applicable securities rules and regulations. During the year ended December 31, 2024, the Company did not waive or implicitly waive any provision of the Code with respect to any of the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.