The present invention provides a positioning apparatus capable of performing six-axis micro adjustment of an optical element in an exposure apparatus with high accuracy, and the exposure apparatus. The positioning apparatus of the present invention includes a first measurement unit for measuring a position/inclination of a moving part having an optical element while being kept from contact with the moving part, and a driving unit capable of driving the moving part in directions of six axes with respect to a fixed part while being kept from contact with the moving part, based on the result of measurement by the first measurement unit.