Quarterhill : Management Information Circular (Quarterhill Management Information Circular April01 2025)

Published: 2025-04-11 09:40:07 ET QTRH.TO

QUARTERHILL INC.

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting of the shareholders of Quarterhill Inc. ("Quarterhill") will be held on Monday, May 12, 2025 at 10:00 a.m. (Eastern time) (the "Meeting"). The Meeting is a virtual only meeting via live audio webcast on the Internet only. Registered shareholders of Quarterhill and duly appointed proxyholders can attend the meeting online at https://meetnow.global/MRFXRDHto participate, vote, or submit questions during the Meeting's live webcast.

Quarterhill has adopted a virtual format for the Meeting to make participation accessible for our shareholders from any location with Internet connectivity, thereby providing all shareholders with an equal opportunity to participate at the Meeting regardless of their geographic location or their individual constraints, while providing a significantly cost-efficient and environmentally friendly manner in which to engage with our shareholders.

The same participation opportunities will be offered for the Meeting as have previously been provided at the in-person portion of our past meetings, while permitting an online experience available to all our shareholders regardless of their location. At this virtual Meeting, registered shareholders and duly appointed proxyholders will have an opportunity to participate, ask questions and vote in real time provided they comply with the applicable procedures set out in Quarterhill's April 1, 2025 Management Information Circular (the "Circular"). Any shareholder that is unable to attend the Meeting virtually can still vote by proxy prior to the Meeting, as further described in the Circular.

The Meeting will be accessible online at https://meetnow.global/MRFXRDHstarting at 10:00 a.m. (Eastern time) on May 12, 2025. Note that this site may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser.

The Meeting will be held to:

A copy of the Circular and a form of proxy accompany this Notice. The specific details of the matters proposed to be put before the Meeting are set forth in the Circular.

The record date for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting is March 28, 2025. Registered shareholders and duly appointed proxyholders can attend the Meeting, ask questions and vote, all in real time at https://meetnow.global/MRFXRDH, providedthey are connected to the Internet and comply with all the requirements set out in the accompanying Circular. Any non-registered (or beneficial) shareholder will be able to attend the Meeting, ask questions and vote, all in real time, only ifthey duly appoint themselves as their own proxyholder and comply with all the requirements set out in the accompanying Circular relating to such appointment and registration. Failing which, any non-registered (or beneficial) shareholder will be able to attend the Meeting as a guest but will not be able to vote or ask questions at the Meeting. Quarterhill shareholders will be able to participate at the Meeting online regardless of their geographic location.

Proxies to be used at the Meeting or at any adjournment or postponement thereof must be deposited with Quarterhill's transfer agent, Computershare Investor Services Inc. ("Computershare") at 100 University

Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department in the envelope provided for that purpose, by fax to Computershare at 1-866-453-0330 or by otherwise following Computershare's instructions and, in any such case, not later than 10:00 a.m. (Eastern time) on May 8, 2025 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting.

You will need a Control Number (also referred to as an Invite Code for proxyholders) to participate in the Meeting. For registered shareholders, the Control Number will be listed on your form of proxy or in the email notification you received. For non-registered shareholders, any duly appointed proxyholder must obtain a Control Number by registering with Computershare at www.computershare.com/Quarterhill and the duly appointed proxyholder will receive a Control Number after the voting deadline for the Meeting has passed. FAILURE TO

REGISTER A PROXYHOLDER WITH COMPUTERSHARE WILL RESULT IN THE PROXYHOLDER NOT RECEIVING A CONTROL NUMBER TO PARTICIPATE IN THE MEETING AND ONLY BEING ABLE TO ATTEND THE MEETING AS A GUEST.

In accordance with National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer, Quarterhill has elected to use "Notice and Access" to deliver proxy-relatedmaterials such as the Circular and its Financial Statements and related management's discussion and analysis (the "MD&A") (collectively, the "Meeting Materials") to both registered and non-registeredshareholders. "Notice and Access" is a set of rules for reducing the volume of materials that must be physically mailed to shareholders by posting the Meeting Materials online and providing shareholders with a notice stating where they are available. Rather than receiving a paper copy of the Meeting Materials in the mail, shareholders will have access to them online. Shareholders will receive a notice package (the "Notice Package") containing the information prescribed by applicable Canadian securities laws (including a description of the matters to be addressed at the Meeting and of the notice-and-access procedures to access the Meeting Materials), as well as a form of proxy (for registered shareholders) or a voting instruction form (for non-registeredshareholders). Where a shareholder has previously consented to electronic delivery, the Notice Package will be sent to the shareholder electronically and otherwise will be mailed to the shareholder.

Copies of the Meeting Materials are available on SEDAR+ at www.sedarplus.ca and on Quarterhill's website at: https://ir.quarterhill.com/Investors/default.aspx.Registered shareholders who would like to receive paper copies of the Meeting Materials may contact Computershare toll-free at 1-866-962-0498 or direct from outside North America at 1-514-982-8716. Non-registered shareholders who would like to receive paper copies of the Meeting Materials may contact Broadridge Investor Communications Solutions toll-free at 1-877-907-7643 or direct from outside North America at 1-303-562-9305 (for service in English) or 1-303-562-9306 (for service in French). For shareholders to receive paper copies of the Meeting Materials before the deadline for the submission of voting instructions and the date of the Meeting, we recommend that they call the appropriate number above and make their request as soon as possible but no later than May 2, 2025.

Shareholders who are unable to attend the virtual only Meeting should date and sign the enclosed form of proxy and return it to Quarterhill's Corporate Secretary or to Computershare in the envelope provided for that purpose or by fax, or by otherwise following Computershare's instructions, in any case not later than 10:00 a.m. (Eastern time) on May 8, 2025 or the last business day preceding any adjournment or postponement of the Meeting. To be represented by proxy, you must complete and submit the enclosed form of proxy or another appropriate form of proxy.

DATED at Toronto, Ontario this 1st day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Chuck Myers

Chuck Myers

Chief Executive Officer

Page 2

QUARTERHILL INC.

MANAGEMENT INFORMATION CIRCULAR

APRIL 1, 2025

This Management Information Circular (this "Circular") and the accompanying form of proxy (the "Proxy") are being sent in advance of the Annual and Special Meeting of Shareholders (the "Meeting") of Quarterhill Inc. ("Quarterhill", "we" or "us" and, where appropriate, "our") to be held at 10:00 a.m. (Eastern time) on May 12, 2025. References in this Circular to "ETC", "IRD" and WiLAN" relate to Quarterhill's subsidiaries, Electronic Transaction Consultants, LLC, International Road Dynamics Inc. and Wi-LAN Inc., respectively. Information in this Circular is given as of April 1, 2025 unless otherwise indicated.

Shareholders will not be able to attend the virtual Meeting in person. The virtual Meeting will be accessible online only at https://meetnow.global/MRFXRDHstarting at 10:00 a.m. (Eastern time) on May 12, 2025. Please note that this site may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser.

A summary of the information shareholders will need to attend the Meeting online is provided below. This Circular includes information we are required to disclose to shareholders and also describes and explains the business to be transacted and the matters to be voted on at the Meeting. Unless otherwise stated, all ordinary resolutions put forward at the Meeting must be approved by a majority (50%) of votes cast by shareholders present in person or represented by proxy at the Meeting and entitled to vote thereon.

All dollar amounts in this Circular are in Canadian dollars unless otherwise specified. Any US dollar amounts in this Circular are indicated by the use of "US$" before a specified dollar amount. Unless otherwise specified, Toronto Stock Exchange ("TSX") closing market prices for Quarterhill common shares ("Common Shares") for any specified date are provided in Canadiandollars.

Due to rounding associated with foreign exchange and other calculations in this Circular, dollar amounts may not add up precisely, and some data may differ slightly between different tables presenting similar information.

Delivery of Meeting Materials

As permitted by the Canadian Securities Administrators and pursuant to exemptions from the management proxy solicitation and financial statement and management's discussion and analysis delivery requirements received from the Director appointed under the Canada Business Corporations Act (the "CBCA"), we are using "Notice and Access" to deliver proxy-related materials such as this Circular and our annual financial statements for the year ended December 31, 2024 (the "Financial Statements") and related management's discussion and analysis (the "MD&A") (collectively, the "Meeting Materials") to both registered and non-registered shareholders. "Notice and Access" is a set of rules for reducing the volume of materials that must be physically mailed to shareholders by posting the Meeting Materials online and providing shareholders with a notice stating where they are available. Rather than receiving a paper copy of the Meeting Materials in the mail, shareholders will have access to them online. Shareholders will receive a notice package (the "Notice Package") containing the information prescribed by applicable Canadian securities laws (including a description of the matters to be addressed at the Meeting and of the notice and access procedures for accessing the Meeting Materials, as well as a form of proxy (for registered shareholders) or a voting instruction form (for non-registered shareholders). Where a shareholder has previously consented to electronic delivery, the Notice Package will be sent to the shareholder electronically and otherwise will be mailed to the shareholder. Shareholders are reminded to review the Circular prior to voting.

You are a registered shareholder if your name appears on a share certificate or a Direct Registration System statement confirming your holdings. If you are a registered shareholder, you have received a "Form of Proxy" for the Meeting. You are a non-registered shareholder if your shares are held through an intermediary (broker, trustee or other financial institution). If you are a non-registered shareholder, you have received a "Voting Instruction Form" for the Meeting. Please ensure that you follow the instructions on your Voting Instruction Form to be able to attend and vote at the Meeting.

Copies of the Meeting Materials are available on SEDAR+ at www.sedarplus.ca and at: https://ir.quarterhill.com/Investors/default.aspx.Registered shareholders who would like to receive paper copies of the Meeting Materials may contact Quarterhill's transfer agent and registrar Computershare Investor

Services Inc. ("Computershare") toll-free at 1-866-962-0498 or direct from outside North America at 1 (514) 982- 8716. Non-registered shareholders who would like to receive paper copies of the Meeting Materials may contact Broadridge Investor Communications Solutions ("Broadridge") toll-free at 1-877-907-7643 or direct from outside North America at 1-303-562-9305 (for service in English) or 1-303-562-9306 (for service in French). For shareholders to receive paper copies of the Meeting Materials before the deadline for the submission of voting instructions and the date of the Meeting, we recommend that they call the appropriate number above and make their request as soon as possible but no later than May 2, 2025.

PLEASE NOTE THAT IF YOU REQUEST A PAPER COPY OF THE MEETING MATERIALS, YOU WILL NOTRECEIVE A NEW FORM OF PROXY OR VOTING INSTRUCTION FORM AND, THEREFORE, YOU MUSTRETAIN THE FORMS INCLUDED IN THE NOTICE PACKAGE IN ORDER TO VOTE.

All references to websites in this Circular are for your information only. Information contained on or linked through any website is not part of, and is not incorporated by reference in, this Circular.

The Meeting

The Meeting will be accessible virtually via live audio webcast on the Internet only at https://meetnow.global/MRFXRDH.Quarterhill has adopted a virtual format for the Meeting to make participation accessible for our shareholders from any location with Internet connectivity, thereby providing all shareholders with an equal opportunity to participate at the Meeting regardless of their geographic location or their individual constraints, while providing a significantly cost-efficient and environmentally friendly manner in which to engage with our shareholders.

The same participation opportunities will be offered for the Meeting as have previously been provided at the in-person portion of our past meetings, while permitting an online experience available to all our shareholders regardless of their location. At this virtual Meeting, shareholders will have an opportunity to participate, ask questions and vote in real time provided they comply with the applicable procedures set out in this Circular. Any shareholder that is unable to attend the Meeting virtually, can still vote by proxy prior to the Meeting.

Attending and voting at the Meeting will only be available for registered shareholders and duly appointed proxyholders.

Registered shareholders and duly appointed proxyholders can attend the Meeting, ask questions and vote, all in real time, providedthey are connected to the Internet (at https://meetnow.global/MRFXRDH) and comply with all of the requirements set out in this Circular INCLUDING OBTAINING A CONTROL NUMBER BY REGISTERING WITH COMPUTERSHARE AT www.computershare.com/Quarterhill IF REQUIRED AND AS EXPLAINED BELOW.

Any non-registered (or beneficial) shareholder will be able to attend the Meeting, ask questions and vote, all in real time, only ifthey duly appoint themselves as their own proxyholder and comply with all of the requirements set out in this Circular relating to that appointment and registration. Failing which, any non-registered (or beneficial) shareholder will be able to attend the Meeting as a guest, but will not be able to vote or ask questions at the Meeting.

Quarterhill shareholders can participate at the Meeting online regardless of their geographic location.

IF YOU DO NOT REGISTER A PROXYHOLDER WITH COMPUTERSHARE, THEN YOUR PROXYHOLDER WILL NOTRECEIVE A CONTROL NUMBER TO PARTICIPATE IN THE MEETING AND WILL ONLY BE ABLE TO ATTEND THE MEETING AS A GUEST. SEE INSTRUCTIONS BELOW.

Voting by Proxy

Voting by Proxy is the easiest way to vote. It means you, as a Quarterhill shareholder, are giving one of our officers or your preferred other proxyholder the authority to attend the Meeting and vote on your behalf.

On any ballot that may be called for, the Common Shares represented by proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on such ballot, and if a shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

The persons named in the Proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested.

The Proxy is being solicited by Quarterhill's management for use at the Meeting and at any adjournment or postponement of the Meeting. We expect that solicitation will be primarily by mail, but Proxies may also be solicited personally, by telephone or other form of correspondence. We will pay the fees and costs

of intermediaries for their services in transmitting Proxy-related material in accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

The persons named in the Proxy are Quarterhill management's representatives (the "Management Designees"). You have the right to appoint a person or company (who does not need to be a Quarterhill shareholder) to represent you at the Meeting other than the persons designated in the Proxy. You may do so by following the instructions set out in the Proxy.

A Proxy can be submitted to Computershare either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com.The Proxy must be deposited with Computershare by no later than May 8, 2025, 10:00 a.m. (Eastern time), or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. If a shareholder who has submitted a Proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such shareholder on a ballot will be counted and the submitted Proxy will be disregarded.

If a shareholder wishes to appoint a third party (i.e., not the Management Designees) as their proxyholder to represent them at the Meeting, then they must submit their proxy or voting instruction form (as applicable) prior to registering their proxyholder with Computershare. Registering the proxyholder is an additional step once a shareholder has submitted their proxy or voting information form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving a Control Number (or Invite Code) to participate in the Meeting. To register a proxyholder, shareholders must visit www.computershare.com/Quarterhill not later than 10:00 a.m. (Eastern time) on May 8, 2025 or the last business day preceding any adjournment or postponement of the Meeting and provide Computershare with their proxyholder's contact information, so Computershare may provide the proxyholder with a Control Number by email. FAILURE TO REGISTER A PROXYHOLDER WITH

COMPUTERSHARE WILL RESULT IN THE PROXYHOLDER NOT RECEIVING A CONTROL NUMBER TO PARTICIPATE IN THE MEETING AND ONLY BEING ABLE TO ATTEND THE MEETING AS A GUEST.

Quarterhill Management Designees named in the Proxy or any other person you properly appoint as a proxy will vote or withhold from voting the Common Shares held by you and in respect of which they have been appointed proxyholder in accordance with your directions on the Proxy.

In the absence of any contrary direction from you, your Common Shares will be voted as follows:

Quarterhill management does not know of any amendment to the matters referred to in the accompanying Notice of Meeting or of any other business that will be presented at the Meeting. If any amendment or other business is properly brought before the Meeting, however, the accompanying Proxy confers discretionary authority upon the persons named in the Proxy to vote upon any amendment or on such other business in accordance with their discretion.

Revoking Your Proxy

In addition to revoking your Proxy in any other manner permitted by law, you may revoke your Proxy under sub-section 148(4) of the CBCA by stating clearly in writing that you want to revoke your Proxy and by delivering the written statement to Quarterhill's Corporate Secretary or to Computershare in any of the manners described above, in either case at any time up to 10:00 a.m. (Eastern time) on May 8, 2025 or the last business day preceding any adjournment or postponement of the Meeting at which your Proxy is to be used, or with the Chairperson of the Meeting on the day of the Meeting or any adjournment or postponement of the Meeting and, in any such case, your original Proxy will be revoked. If your written statement revoking your Proxy is delivered to the Chairperson of the Meeting on the day of the Meeting or any adjournment or postponement of the Meeting, then the revocation of your Proxy will not be effective with respect to any matter on which a vote has already been cast pursuant to your original Proxy.

Interest of Certain Persons or Companies in Matters to be Acted Upon

None of Quarterhill's directors, any proposed directors or executive officers, or any associate or affiliate of any such person, by way of beneficial ownership of securities or otherwise, has any direct or indirect material

interest in any of the matters to be acted upon at the Meeting other than the election of directors.

Voting Securities and Principal Holders Thereof

Only holders of record of Common Shares at close of business on March 28, 2025 (the "Record Date") are entitled to receive notice of and vote at the Meeting. The failure of any shareholder to receive notice of a meeting of shareholders does not, however, deprive them of a vote at the Meeting.

At the Record Date, 116,190,969 Common Shares were issued and outstanding, the holders of which are entitled to one (1) vote for each Common Share held.

To the knowledge of Quarterhill's directors and executive officers, as at the Record Date, based on publicly available information, no person or company beneficially owns, or controls or directs, directly or indirectly, 10% or more of the Common Shares.

Advice to Non-Registered (Beneficial) Shareholders

Only registered holders of Common Shares, or the persons they appoint as proxies, are permitted to attend and vote at the virtual Meeting and only if they have followed the requirements set out in this Circular. In many cases, however, Common Shares are beneficially owned by a shareholder (a "Non-RegisteredHolder") and are registered either:

The Notice of Meeting, the Proxy or Voting Instruction Form and this Circular are being sent to both registered owners and Non-Registered Holders of Common Shares. If you are a Non-Registered Holder and we or our agent have sent these materials directly to you, your name and address and information about your holdings of securities have been obtained pursuant to applicable securities regulatory requirements from the Intermediary holding on your behalf.

If you did not object to your Intermediary disclosing your name to Quarterhill, you will receive the Notice Package, and non-objecting beneficial owners will also receive the request for voting instructions form from Computershare, Quarterhill's transfer agent. If you objected to your Intermediary disclosing your name, you will receive the Meeting Materials from your Intermediary, together with either a request for voting instructions or a form of proxy. Typically, Intermediaries will use a service company (such as Broadridge) to forward Meeting Materials to Non-Registered Holders.

If you received these materials from Computershare

By choosing to send these materials to you directly, Quarterhill (and not the Intermediary holding on your behalf) has assumed responsibility for delivering these materials to you and executing your proper voting instructions.

If you do not wish to attend the virtual Meeting or to have another person attend and vote on your behalf, you should complete, sign and return the enclosed request for voting instructions in accordance with the directions provided. You may revoke your voting instructions at any time by written notice to Computershare, but Computershare is not required to honour the revocation of your voting instructions unless the revocation is received by 10:00 a.m. (Eastern time) on May 8, 2025 or the last business day preceding any adjournment or postponement of the Meeting.

IF YOU WISH TO ATTEND THE VIRTUAL MEETING AND VOTE AT THE VIRTUAL MEETING (OR HAVE ANOTHER PERSON ATTEND AND VOTE ON YOUR BEHALF), YOU MUSTCOMPLETE, SIGN AND RETURN THE REQUEST FOR VOTING INSTRUCTIONS IN ACCORDANCE WITH THE DIRECTIONS PROVIDED AND A FORM OF PROXY WILL BE SENT TO YOU GIVING YOU (OR THE OTHER PERSON) THE RIGHT TO ATTEND AND VOTE AT THE VIRTUAL MEETING. YOU (OR THE OTHER PERSON) MUST THEN REGISTER THE PROXYHOLDER AND OBTAIN A CONTROL NUMBER - FAILURE TO REGISTER YOUR CHOSEN PROXYHOLDER WILL RESULT IN THAT PERSON NOT RECEIVING A CONTROL NUMBER WHICH IS REQUIRED TO VOTE YOUR COMMON SHARES AT THE VIRTUAL MEETING. Registration must be completed at www.computershare.com/Quarterhillso Computershare can provide the proxyholder with a Control Number by email ahead of the meeting.

You should follow the instructions on the request for voting instructions and contact your broker or other intermediary if you require assistance.

If you received these materials from your Intermediary

If you are a Non-Registered Holder and have received the Notice Package from your Intermediary or their service company, you will receive either a request for voting instructions or a form of proxy. The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own. You should follow the procedures set out below, depending on which type of document you receive.

If you do not wish to attend the virtual Meeting or have another person attend and vote on your behalf, you should complete, sign and return the enclosed request for voting instructions in accordance with the directions provided. You may revoke your voting instructions at any time by written notice to your Intermediary, except that the Intermediary is not required to honour the revocation unless the revocation is received at least 7 days before the Meeting.

If you wish to attend the virtual Meeting and vote in person (or have another person attend and vote on your behalf), you mustcomplete, sign and return the enclosed request for voting instructions in accordance with the directions provided, and you must also register to attend the meeting as set out below after you have submitted your completed proxy or voting instruction form - failure to register as proxyholder will result in you not receiving a control number which is required to vote your common shares at the virtual Meeting. Registration must be completed at www.computershare.com/quarterhill so Computershare can provide your proxyholder with a control number by e-mail. WITHOUT A CONTROL NUMBER, PROXYHOLDERS WILL NOT BE ABLE TO VOTE AT THE VIRTUAL MEETING BUT CAN ATTEND AS GUESTS.

You should follow the instructions on the request for voting instructions and contact your broker or other intermediary promptly if you require assistance.

The form of proxy must be signed by the Intermediary (typically by a facsimile, stamped signature) and completed to indicate the number of Common Shares you beneficially own. Otherwise, it will be incomplete.

If you do not wish to attend the virtual Meeting, you should complete the form of proxy in accordance with the instructions set out in the section titled "Voting by Proxy" above.

If you wish to attend the virtual Meeting and vote in person, you mustinsert your name in the blank space provided in the form of proxy. If you appoint another person to attend the virtual Meeting and vote your common shares on your behalf other than the Quarterhill officers named in the form of proxy, then you mustalso register your proxyholder after you have submitted your form of proxy - failure to register your chosen proxyholder will result in that person not receiving a Control Number which is required to vote your common shares at the virtual Meeting. Registration mustbe completed at www.computershare.com/quarterhill so Computershare can provide your proxyholder with a Control Number by e-mail. All appointees must follow the instructions to obtain a Control Number for voting at the Meeting. If not completed correctly, they will not receive the Control Number from Computershare. WITHOUT A CONTROL NUMBER, PROXYHOLDERS WILL NOT BE ABLE TO VOTE AT THE VIRTUAL MEETING BUT CAN ATTEND AS GUESTS.

To be valid, proxies must be deposited with Computershare, at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1, Attention: Proxy Department in the envelope enclosed, by fax to Computershare at 1-866-249-7775 or (416) 263-9524 or by otherwise following Computershare's instructions, no later than 10 a.m. (Eastern time) on May 8, 2025 or not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting.

You should follow the instructions on the proxy document which you received and contact your Intermediary promptly if you need assistance.

Advice for United States Non-Registered Holders

For UNITED STATESNon-Registered Holders, for you to attend and vote at the Meeting, you must first obtain a legal proxy from your Intermediary (i.e., your broker, bank or other agent) and then register in advance to attend the Meeting. Follow the instructions from your Intermediary included with your proxy materials or contact your Intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your Intermediary, to then register to attend the Meeting, you MUSTsubmit a copy of your legal proxy to Computershare. Requests for registration should be directed by e-mail to: [email protected] or to: Computershare, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada.

Requests for registration must be labeled "Legal Proxy" and received no later than 10:00 a.m. (Eastern time) on May 8, 2025. You will then receive a confirmation of your registration by e-mailafter we receive your registration materials, and you can attend the Meeting and vote your Common Shares at

https://meetnow.global/MRFXRDHduring the Meeting.

WITHOUT A CONTROL NUMBER, PROXYHOLDERS WILL NOT BE ABLE TO VOTE AT THE VIRTUAL MEETING, BUT CAN ATTEND AS GUESTS.

How to Attend and Participate at the Meeting

Quarterhill is holding the Meeting in a virtual only format which will be conducted via live audio Internet webcast. Shareholders will not be able to attend the virtual Meeting in person. We believe that shareholders will be able to participate in the Meeting in a meaningful way, including by asking questions, which remains important despite holding the Meeting virtually this year.

Attending the Meeting online will allow registered Quarterhill shareholders and duly appointed proxyholders (including Non-Registered Holders who have duly appointed themselves as proxyholders) to participate at the Meeting and ask questions at appropriate times during the Meeting, all in real time, albeit by posting the question to the Meeting website. Registered shareholders and duly appointed proxyholders will also be able to vote their Common Shares at the appropriate times during the Meeting. We anticipate shareholders will have substantially the same opportunity to ask questions on matters of business before the Meeting as they have in past years including when our annual shareholders' meeting was held in person.

Guests, including Non-Registered Holders who have not duly registered themselves as proxyholders, can log into the Meeting as set out below. Guests can listen to the Meeting, but will not be able to vote any Common Shares at the Meeting.

3. For guests, or Non-Registered Shareholders who have not appointed themselves as proxyholder, click "Guest" and complete the online form; note you will not be able to vote or submit questions.

Possible Difficulties in Accessing the Meeting

The virtual meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). We encourage you to access the Meeting prior to the start time.

If you attend the Meeting online, you must be connected to the Internet at all times during the Meeting to vote your Common Shares when balloting commences. You must allow ample time to log into the Meeting online and to complete all necessary procedures to be admitted into the Meeting. It is your responsibility to ensure connectivity for the entire duration of the Meeting. If you lose Internet connectivity once the Meeting has commenced, there may not be sufficient time to resolve your connectivity issue before ballot voting is completed. Consequently, even if you currently plan to access the Meeting and vote during the live webcast, you should consider voting your Common Shares in advance or by proxy to ensure your vote will be counted if you do experience any technical difficulties or are otherwise unable to access the entirety of the Meeting.

Quorum

The by-laws of the Corporation provide that a quorum of Shareholders is present at a meeting of Shareholders if at least two persons holding or representing by proxy not less than 25% of the outstanding shares entitled to vote at the meeting are present.

PARTICULARS OF THE MATTERS TO BE ACTED UPON

ITEM 1 - PRESENTATION OF FINANCIAL STATEMENTS

AND OTHER FINANCIAL INFORMATION

Quarterhill's Financial Statements and the auditor's report on the Financial Statements will be presented to shareholders at the Meeting. The Financial Statements will be mailed to shareholders who advised us or Computershare that they wished to receive them in accordance with applicable laws including pursuant to the Notice Package. In accordance with the provisions of the CBCA, the Financial Statements will only be presented at the Meeting and will not be voted on.

We have filed an Annual Information Form for our financial year ended December 31, 2024 and our Financial Statements on SEDAR+ at www.sedarplus.ca, which Annual Information Form and Financial Statements contain, among other things, the disclosure required under National Instrument 52-110 - Audit Committees ("NI 52- 110"). Section 9 of the Annual Information Form includes the information required to be disclosed in Form 52-110F1 of NI 52-110.

ITEM 2 - FIXING THE NUMBER OF DIRECTORS

The term of office of each of the current directors expires at the Meeting. At the Meeting, shareholders will be asked to consider a resolution fixing the number of directors of Quarterhill to be elected at six members.

The Board of Directors of Quarterhill (the "Board") unanimously recommends that the Shareholders vote "FOR" the resolution to fix the number of directors of Quarterhill at six. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the resolution in favour of fixing the number of directors to be elected at the Meeting at six.

ITEM 3 - ELECTION OF DIRECTORS

Advance Notice By-Law

At our June 18, 2014 annual and special meeting of shareholders, Quarterhill's shareholders adopted our By-Law No. 2 setting out principled requirements for shareholders to nominate directors prior to any meeting of Quarterhill shareholders at which directors are to be elected, and that had previously been adopted by the Board on May 16, 2014 (the "Advance Notice By-Law"). Complete copies of the Advance Notice By-Law can be found at Quarterhill's website and on SEDAR+ at www.sedarplus.ca. Pursuant to the Advance Notice By-Law, for an annual shareholders' meeting, a shareholder nominating a person for election to the Board must provide notice to Quarterhill's Corporate Secretary not less than 30 nor more than 65 days prior to the date of the meeting (or, if the meeting is to be held less than 50 days after the date on which the first public announcement of the meeting's date was made, then notice must be given to Quarterhill not later than the close of business on the 10th day following such public announcement). For a special shareholders' meeting which is not also an annual meeting, a shareholder nominating a person for election to the Board must provide notice to Quarterhill's Corporate Secretary not later than the close of business on the 15th day following the date on which the first public announcement of the meeting's date was made. The Advance Notice By-Law ensures that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate prior notice of director nominations, as well as sufficient information concerning nominees, and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice By-Law assists in facilitating an orderly and efficient meeting process.

Board Tenure Policy

The Board believes that the advantages of long service and experience by its members must be balanced with renewal and the introduction of fresh perspectives and varied skill sets of new directors, particularly as Quarterhill continues to grow into new business areas. On March 9, 2022, the Board adopted a policy setting limits to the maximum period any individual director may serve on the Board (the "Tenure Policy"). The Tenure Policy follows the recommendation published by the Capital Markets Modernization Taskforce (the "Taskforce") in its January 2021 final report prepared for the Government of Ontario (the "Final Report"). In the Final Report, the Taskforce recommended that the Government of Ontario:

"Amend Ontario securities legislation to set a 12-year maximum tenure limit for directors of publicly listed issuers, with an exception for (a) 15-year maximum tenure limit for the Chair of the board; (b) non-independent directors of family-owned and controlled businesses, where such nominees represent a minority of the board; and, (c) no more than one other director who will be deemed not to be independent, and will still have a 15-year limit. Issuers must implement this recommendation within three years of this amendment taking effect."

Quarterhill's Tenure Policy is identical to the Taskforce's recommendation except that it does not include item "(b)" because Quarterhill is not a "family-owned and controlled business". In 2023 the Tenure Policy was fully implemented and functions together with the Board's annual anonymous survey relating to the effectiveness of the Board and its members completed by all Board members and overseen by the Board's environmental, social

The Nominees

At the Meeting, shareholders will be asked to consider a resolution electing the directors of Quarterhill to hold office until the earlier of the next annual meeting of Quarterhill's shareholders or until his or her successor is duly elected or appointed, unless such director's office is earlier vacated in accordance with our by-laws. The persons nominated are, in the opinion of the Board, qualified to direct the activities of Quarterhill until the next annual meeting of shareholders. All nominees have indicated their willingness to stand for election.

Set forth on the following pages is information relating to each person proposed to be nominated by management for election as a director at the Meeting including whether that person is considered to be an "independent" (as that term is defined in National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101") and NI 52-110) member of the Board. Other than the Tenure Policy, Quarterhill does not have a term limit or retirement policy for our directors. The information provided below has been provided to us by the individuals themselves and has not been independently verified.

The information on the following pages includes the numbers of Common Shares, deferred stock units ("DSUs") and restricted stock units ("RSUs") and options to purchase Common Shares ("Options") existing under the Equity Plan that each person nominated for election to the Board has advised Quarterhill are beneficially owned, directly or indirectly, or over which control or discretion is exercised, by them at March 27, 2025. None of the nominees hold any other types of securities of Quarterhill.

The information on the following pages also indicates whether each such person is a member of the Board's audit committee ("Audit Committee"), compensation committee ("Compensation Committee") and the ESG and Nominating Committee. Quarterhill's committees will be reconstituted following the Meeting.

Quarterhill management does not contemplate that any of the Board nominees described in the following pages will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the Proxy reserve the right to vote for any nominee in their discretion unless the shareholder has specified in the Proxy that such shareholder's Common Shares are to be voted against any particular nominee to the Board.

The Board unanimously recommends that the shareholders vote "FOR" each of the director nominees listed below at the Meeting. Unless otherwise directed, it is the intention of the Management Designees, if named as proxy, to vote for the election of the persons named in the following table to the Board.

Disclaimer

Quarterhill Inc. published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 13:39 UTC.