EXFO INC.

expiry = 2015-02-13...Bid Circular (the “Circular”) and the related Letter of Transmittal and Notice of Guaranteed Delivery (which together constitute the “Offer”). This Offer will commence on the date set forth below and expire at 5:00 p.m. (Eastern Time) on February 13, 2015, unless withdrawn, extended or varied by EXFO (such time on such date, the “Expiration Date”). The Offer is not conditional upon any minimum number of Shares being tendered. The Offer is, however, subject to other conditions and EXFO reser...

listed = True...hareholders’ equity. In the event the Offer is cancelled or terminated, all costs related to the Offer will be charged to earnings. 20 Additional United States Securities Law Considerations The Shares are registered under Section 12(g) of the Exchange Act and are quoted on NASDAQ. EXFO believes that the purchase of Shares pursuant to the Offer will not result in: (i) the Shares becoming eligible for deregistration under Section 12(g) of the Exchange Act or (ii) the Shares being delisted from NASDAQ. The Shares are currently “margin securities” under the rules of the U.S. Federal Reserve Board. This has the effect...

mechanism = DUTCH...d is in the best interests of the Corporation. See “Issuer Bid Circular — Purpose and Effect of the Offer”. What will the Purchase Price for the Shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a “modified Dutch Auction”. This procedure allows you to select the price within a price range specified by us at which you are willing to sell your Shares. The price range for the Offer is Cdn$4.20 to Cdn$4.60 per Share. We will select the lowest Purchase Price that will allow us to purchase the maximum number of Shares properly tendered and not withdrawn pursua...

price = CAD 4.2-4.6...ce with the laws of that jurisdiction. EXFO INC. OFFER TO PURCHASE FOR NOT MORE THAN CDN$30,000,000 IN CASH up to 7,142,857 of its Subordinate Voting Shares at a Purchase Price of Not Less Than Cdn$4.20 per Share and Not More Than Cdn$4.60 per Share EXFO Inc. (“EXFO”, the “Corporation”, “we” or “us”) invites its shareholders (the “Shareholders”) to tender, for purchase and cancellation by the Corporation, subordinate voting shares of the Corporation (the...

priority = True...lection will have the same effect as if you selected the minimum price of Cdn$4.20 per Share and you can reasonably expect to have such deposited Shares purchased at the Purchase Price if any Shares are purchased under the Offer (subject to pro-ration and the preferential acceptance of Odd Lots). See “Offer to Purchase — Purchase Price” and “Offer to Purchase — Number of Shares and Pro-Ration”. 1 How will EXFO pay for the Shares? We will fund any purchases of Shares pursuant to the Offer from available cash on hand. The Offer is not conditional upon the receipt of financing. See “Issuer Bid Circular — Source of Funds”. How long...

threshold = 100...or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether transaction costs are applicable. See “Offer to Purchase — Taking Up and Payment for Tendered Shares”. What do I do if I own an “Odd Lot” of Shares? If you beneficially own fewer than 100 Shares as of the Expiration Date and you tender all of your Shares, we will accept for purchase, without pro-ration but otherwise subject to the terms and conditions of the Offer, all of your Shares deposited pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender. You should check the appropriate pla...

txn_type = TENDER_OFFER...olicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to Shareholders in any jurisdiction in which the making thereof would not be in compliance with the laws of that jurisdiction. EXFO INC. OFFER TO PURCHASE FOR NOT MORE THAN CDN$30,000,000 IN CASH up to 7,142,857 of its Subordinate Voting Shares at a Purchase Price of Not Less Than Cdn$4.20 per Share and Not More Than Cdn$4.60 per Share EXFO Inc. (“EXFO”, the “Corporation”, “we” or “us”) invites its shareholders (the “Shareholders”) to tender, for purchase and cancellation by the Corporatio...