BAYLIN TECHNOLOGIES INC.

ANNUAL INFORMATION FORM

Year ended December 31, 2024

March 19, 2025

Explanatory Notes

1
- Forward-Looking Information and Statements 1
- Trademarks, Business Names and Service Marks 3
- Presentation of Financial Information 3
- Non-IFRS Measures 3

Background and Corporate Structure

4
- Name, Address and Incorporation 4
- Intercorporate Relationships 4
- Business of Baylin 4

Business of the Company

9
- Galtronics 9
- Satellite Communications 16
- Intellectual Property 19

Dividends and Dividend Policy

Capital Structure

20
- Common Shares 20
- Preferred Shares 20
- Advance Notice Requirements for Director Nominations 21

Market for Securities

21
- Trading Price and Volume 21
- Prior Sales 22

Directors and Executive Officers

23
- Directors 23
- Executive Officers 24
- Ownership of Common Shares 25
- Cease Trade Orders and Bankruptcies 25
- Penalties or Sanctions 26
- Conflicts of Interest 26

Audit Committee Information

26
- Audit Committee and Audit Committee Mandate 26
- External Auditor Fees 28

Risk Factors

28
- Risks Related to Our Business 28
- Risks Related to Doing Business Internationally 38
- Shareholder Risks 43

Legal Proceedings and Regulatory Actions 45
Advantech Acquisition 45
Alga Acquisition 46
Other 47

Interest of Management and Others in Material Transactions 47
Related Party Transactions 47

Transfer Agent and Registrar 48
Material Contracts 48
Interests of Experts 48
Additional Information 48
Appendix A – Glossary of Terms 49
Appendix B – Mandate of the Audit Committee 51

EXPLANATORY NOTES

Unless otherwise stated, the information in this annual information form (the “Annual Information Form”) is stated as at December 31, 2024. Unless otherwise noted or the context otherwise requires, references to “Baylin”, the “Company”, “we”, “us” and “our” are to Baylin Technologies Inc. and its consolidated subsidiaries. For an explanation of certain capitalized terms and expressions and defined terms, see the “Glossary of Terms” in Appendix A of this Annual Information Form.

Forward-Looking Information and Statements

This Annual Information Form includes or incorporates by reference forward-looking information and forward-looking statements (together, “forward-looking statements”) within the meaning of applicable securities laws. Forward looking statements are not statements of historical fact. Rather, they are disclosure regarding conditions, developments, events or financial performance that we expect or anticipate may or will occur in the future, including, among other things, information or statements concerning our objectives and strategies to achieve those objectives, statements with respect to management’s beliefs, estimates, intentions and plans, and statements concerning anticipated future circumstances, events, expectations, operations, performance or results. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as “anticipate”, “believe”, “could”, “should”, “would”, “estimate”, “expect”, “forecast”, “indicate”, “intend”, “likely”, “may”, “outlook”, “plan”, “potential”, “project”, “seek”, “target”, “trend” or “will” or the negative or other variations of these words or other comparable words or phrases and are intended to identify forward-looking statements, although not all forward-looking statements contain these words.

Forward-looking statements are based on certain assumptions and estimates made by us in light of the experience and perception of historical trends, current conditions, expected future developments, including projected growth and sales of passive and active radio frequency products, satellite communications products, and supporting services, and other factors we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such assumptions and estimates will prove to be correct.

Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including the following factors, which are discussed in greater detail in the “Risk Factors” section of this Annual Information Form:

risks relating to our dependence on the success of our customers;
risks relating to receiving a significant portion of our revenue from a limited number of customers;
risks relating to our dependence on design integration with our customers;
risks relating to maintaining our existing strategic relationships with customers and on forming new strategic relationships;
risks relating to our ability to attract new customers due to existing relationships with their competitors;

risks relating to dependence on our operating subsidiaries;
risks relating to failure to execute on our growth strategy;
risks relating to acquisitions;
risks relating to our dependence on key personnel;
risks relating to labour relations;
risks relating to our ability to respond to evolving technologies;
risks relating to significant competition;
risks relating to the highly competitive global markets for our products and services;
risks relating to general economic conditions;
risks relating to the smaller scale of our operations;
risks relating to our investment in research and development;
risks relating to leverage and restrictive covenants;
risks relating to access to capital;
risks relating to failure to protect our intellectual property rights;
risks relating to intellectual property infringement;
risks relating to cyber-security incidents;
risks relating to our failure to protect our customers' intellectual property;
risks relating to our ability to meet our customers' orders due to the limited number of manufacturing locations;
risks relating to an outbreak of a contagious disease;
risks relating to the outsourcing of operations to third parties;
risks relating to historically decreasing selling prices of our products;
risks relating to variations in our gross margin;
risks relating to seasonality of our business;
risks relating to environmental liabilities;
risks relating to product liability and warranties;
risks relating to negative operating cash flow;
risks relating to doing business internationally;
risks relating to trade policy and tariffs;
risks relating to conditions in the People’s Republic of China, including the use of company chops;
risks relating to enforceability of judgments;
risks relating to corruption and fraud;
risks relating to natural disasters;
risks relating to the Common Shares, including market volatility, unlikelihood of dividends and dilution from future issuances of equity securities;
risks relating to influence by our Principal Shareholder Group; and
risks relating to future sales of Common Shares by insiders.

The purpose of the forward-looking statements is to provide the reader with a description of management’s expectations regarding the Company’s financial performance and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking

statements in this Annual Information Form. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. Furthermore, unless otherwise stated, the forward-looking statements in this Annual Information Form are made as of the date of this Annual Information Form, and we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This cautionary statement qualifies all forward-looking statements in this Annual Information Form.

Trademarks, Business Names and Service Marks

This Annual Information Form includes trademarks, such as "Galtronics", which are protected under applicable intellectual property laws and are the property of the Company. See also "Business of the Company — Intellectual Property". This Annual Information Form also includes references to trademarks and trade names of other companies, which are the property of their respective owners.

Presentation of Financial Information

The Company presents its consolidated financial statements using accounting policies consistent with International Financial Reporting Standard ("IFRS"). Our reporting currency is the Canadian dollar. In this Annual Information Form, all references to “$” or “dollars” are to Canadian dollars and amounts are stated in Canadian dollars unless otherwise indicated. Our fiscal year is the calendar year.

Non-IFRS Measures

This Annual Information Form may include financial measures that are not recognized under IFRS, do not have any standardized meaning under IFRS and as such may not be comparable to similar measures presented by other companies. Management believe that these measures provide useful information to analysts, investors and other interested parties regarding the Company's financial condition and results of operation as they provide additional key metrics of the Company's performance.

While management believe that non-IFRS measures provide useful supplemental information, they are not intended to represent, and should not be considered as an alternative to, net income (loss), cash flows generated by operating, investing or financing activities, or other financial statement data presented in accordance with IFRS.

BACKGROUND AND CORPORATE STRUCTURE

Name, Address and Incorporation

Baylin Technologies Inc. was incorporated under the Business Corporations Act (Ontario) on September 24, 2013. The Company’s head office address is 4711 Yonge Street, Suite 503, Toronto, Ontario M2N 6K8 and registered office address is 181 Bay Street, Suite 1800, Toronto, Ontario M5J 2T9.

The Company’s common shares (the “Common Shares” – trading symbol “BYL”) and 8.5% Convertible Unsecured Debentures (“Convertible Debentures” – trading symbol “BYL.DB”) are listed on the Toronto Stock Exchange (the “TSX”).

Intercorporate Relationships

The organization chart indicates the intercorporate relationships of the Company and subsidiary and other entities, together with the jurisdiction of incorporation or organization of each such entity.

Unless otherwise indicated, all entities are 100% owned.

Business of Baylin

Baylin is a leading diversified global wireless technology company. We focus on the research, design, development, manufacture and sale of passive and active radio frequency (“RF”) and satellite communications products, and the provision of supporting services. Our products are marketed and sold principally under the brand names Galtronics and Advantech Wireless.

In accordance with our business strategy of building close, long-term relationships with our customers, Baylin has a sales and marketing presence and/or design and manufacturing facilities in Canada, the United States, China, Europe and South America. We currently sell our products into approximately 60 countries. We work closely with our customers in the design and prototyping process, which minimizes the ramp-up time from design to production and the lead time to delivery of the final products.

Baylin operates from leased premises in Toronto, Ontario.

Galtronics

The Galtronics line of business (“Galtronics”), established in 1978 in Israel, designs and manufactures innovative wireless antenna solutions for its customers through its "Embedded Antenna" and "Wireless Infrastructure" business units. Embedded antennas are custom engineered to meet the specifications of customers' home networking, IoT (Internet of Things), public safety and other OEM needs. Embedded antenna products enable connectivity for our customers, including traditional cable companies that have evolved into multiple system operators, and are used in many other applications, from automotive solutions, body cameras and public safety applications to IoT. Infrastructure antennas are designed for a number of North American and European wireless telecom carriers that share similar frequency and deployment needs. Infrastructure products include multibeam antennas, distributed antenna systems (“DAS”), small cell, stadium and macro antennas. The Galtronics business has grown into an international platform with physical operations in North America and China and a global sales reach.

In 2024, the Company sold its Mobile and Network business unit, comprised of its Korean subsidiary, Galtronics Korea Co., Ltd. (“GTK”), and its Vietnamese subsidiary, Galtronics Vietnam Co., Ltd. (“GTV”), to a strategic acquirer from Korea. The Mobile and Network business units was formerly part of the Galtronics line of business. The sale of GTK was completed on July 30, 2024 and, following receipt of Vietnamese regulatory approvals, the sale of GTV was completed on December 27, 2024. The Mobile and Network business unit designed and manufactured antennas for use in wireless communications products, principally for use in mobile phones.

Satellite Communications

The satellite communications line of business (“Satcom”) was established in January 2018 with the acquisition of the RF, terrestrial microwave and antenna equipment business of Advantech Wireless Inc., a wireless broadband communications solutions provider for commercial, critical infrastructure, government and military clients. Satcom designs and manufactures satellite communications solutions, as well as RF and microwave products, for specialized wireless communications markets and provides connectivity for its clients all over the world. The Wireless business has developed significant innovations, including pioneering the use of Gallium Nitride (“GaN”) technology to create smaller, lighter and more powerful products.

The Satcom line of business added capabilities in July 2018 with the acquisition of Alga Microwave Inc. (“Alga”), which engineers, designs, and manufactures RF and microwave components. Since its establishment in 2003, Alga has developed RF and microwave solid state power amplifiers, pulsed amplifiers for radar applications, transmitter and receiver products, as well as RF passive components and systems.

Product Development

Over the past three years the Company has continued to develop and introduce a number of innovative and important products:

we have a multi-year agreement to supply a major satcom integrator with our Summit II Ultra High Power SSPA (solid state power amplifier) system; since the program was first launched in June 2021, we have delivered four systems, comprising the first two phases of what is expected to be a 20-phase program, with additional deliveries expected over the anticipated eight-year life of the program; we believe there is no other platform in the market that can deliver the capabilities of the Summit II;
the Summit II system is a precursor to the newly-developed Summit III system, an SSPA for satellite communications called Genesis; this system is based on a modular platform and is designed for streamlined manufacturability and ease of service; the Genesis platform operates on a proprietary CANBus-based internal communications architecture in which amplifiers can be linked together to operate as a much larger, and more powerful, amplifier without the need for an outboard logic controller; we believe there is no other platform in the market that can deliver the capabilities of Summit II and III;
Advantech’s SSPAs have been chosen to support NASA’s Artemis Moon Exploration Program and the Government of Canada’s North Warning System, a radar surveillance system comprising 47 radar sites extending across the Arctic from the western part of the Yukon to the southern coat of Labrador;
we continue to develop and expand our portfolio of multibeam antennas, which now covers multiple spectrum bands and utilizes patent pending beam-tracking stability technology, making them ideal solutions for stadium, venue and special event deployments; these antennas represent a cost effective alternative to rival expensive lens-based solutions; we expect that the demand for mobile bandwidth will continue to grow as the need for high-speed, high-density, ultra-fast cellular connections at stadiums, venues, airports and other high-traffic locations will only increase over time; some notable successes include:
Rogers stadium and BC Place for the Tayor Swift 2024 Eras Tour concerts;
Circuit Gilles-Villeneuve in Montreal, for the Formula 1 Canadian Grand Prix/Grand Prix du Canada;
the Calgary Stampede;
Lisbon, Portugal for the Pope’s visit to celebrate World Youth Day;
Phoenix Park in Dublin, Ireland for the Bord Bia Bloom festival, one of Ireland’s largest events;
Slane Castle, near Dublin, Ireland, for a Harry Styles concert;
various concert venues in Rome and Milan, Italy; and
Salt Lake City Airport, Utah;

our small diameter multiband MIMO (whip) antennas for next generation 4G and new 5G wireless systems have been specifically designed to blend discreetly into urban landscapes while providing excellent coverage and RF specifications;
we supplied key components for a Tier 1 global telecom equipment producer, allowing us to furnish critical passive components used in point-to-point and point-to-multipoint telecom equipment, along with engineering design and support services;
we expanded our small cell antennas to be one of the most expansive among all competitors, with models ranging from 10-port through 51-port models to cover multiple carriers needs; and
we expanded our stadium antenna portfolio with both new panels and the addition of several multibeam models; some notable deployments include:
Arrowhead Stadium, home of the Kansas City Chiefs;
Ford Field, home of the Detroit Lions;
Bank of America Stadium, home of the Carolina Panthers;
T-Mobile Park, home of the Seattle Mariners; and
inside and outside Allegiant Stadium in Las Vegas, Nevada, to provide coverage for the 2024 Super Bowl; and
the University of Alabama’s Bryant-Denny football stadium.

Financings

Over the past three years the Company has completed a number of significant financings.

In 2023, the Company completed two private placements to its largest shareholder, 2385796 Ontario Inc. (the “Principal Shareholder”). In May, the Principal Shareholder subscribed for 8,000,000 Common Shares at an issue price of $0.39 per share for proceeds of $3,120,000, which the Company used for working capital in the business, including for use in the former Mobile and Network business line. In December, the Principal Shareholder subscribed for 68,000 10% Cumulative Redeemable Retractable Series A Preferred Shares of the Company at an issue price of $25.00 per share for proceeds of $1,700,000 (the “Preferred Share Financing”). Mr. Jeffrey C. Royer, the Company’s Chairman of the Board of Directors, exercises control and direction over investment decisions of the Principal Shareholder.

In December 2023, the Company completed an offering (the “Rights Offering”) of rights (“Rights”) to acquire Common Shares. A total of 88,547,717 Rights were originally issued to shareholders of record of the Common Shares on November 21, 2023. Each Right entitled the holder of a Right to acquire one Common Share on payment of a subscription price of $0.19. Holders of Rights ultimately exercised 62,186,516 Rights to acquire an equal number of Common Shares, resulting in proceeds to the Company of approximately $11.8 million. The Company used the combined proceeds from the Rights Offering and Preferred Share Financing to repay in full

term indebtedness owed to its principal Canadian bank lenders, which came due on December 29, 2023.

The Company made two amendments to the indenture (the “Indenture”) dated July 18, 2018 between the Company and Computershare Trust Company of Canada, which governs the terms of the Convertible Debentures. The first amendment, in April 2021, resulted in the conversion price of the Convertible Debentures being changed from its original price of $3.85 per Common Share to $1.11 per Common Share. The amendment remained in effect for a period of 30 days after which the conversion price reverted to the original price of $3.85. During that 30-day period, holders of $12,135,000 principal amount of the Convertible Debentures converted their Convertible Debentures at the amended conversion price, leaving $5,115,000 principal amount of the Convertible Debentures outstanding.

The second amendment, in June 2023, resulted in (i) the maturity date of the Convertible Debentures being extended from July 10, 2023 to June 30, 2026, (ii) the interest rate on the Convertible Debentures being increased from 6.5% to 8.5%, effective June 30, 2023, (iii) the conversion price of the Convertible Debentures being reduced from $3.85 to $1.00 per Common Share and (iv) the definition of “Change of Control” in the Indenture being changed to permit the Company’s Chairman of the Board of Directors, Jeffrey C. Royer, and related parties to acquire 66 2/3% or more of the Common Shares without it constituting a Change of Control. As a result of this amendment, the Convertible Debentures trade under the name “8.5% Convertible Unsecured Debentures” and remain listed on the TSX under their original trading symbol, BYL.DB.

The Indenture contains so-called “anti-dilution” provisions requiring an adjustment to the conversion price in circumstances in which the holders of Common Shares are involved in or affected by various corporate transactions, including a rights offering where the holders of Common Shares are issued rights entitling them to subscribe for Common Shares at a price less than 95% of the current market price of the Common Shares, as determined in accordance with the Indenture. The Rights Offering was such an offering. As a result, following completion of the Rights Offering, the conversion price was adjusted from $1.00 per Common Share to $0.9156 per Common Share, meaning that, on conversion, holders will now receive approximately 1,092 Common Shares for each $1,000 principal amount of Convertible Debentures converted.

In August 2023, the Company’s Vietnamese subsidiary, Galtronics Vietnam Dai Dong Company Limited (“GTD”), repaid in full the remaining amount of its secured loan from HSBC Vietnam.

In May 2023, the Company’s Chinese subsidiary arranged a new 30 million Chinese Yuan multiple tranche secured credit facility with Bank of Ningbo. In May 2024, the credit facility was restructured into two separate credit facilities: a short-term multiple tranche credit facility with Bank of Ningbo and a sale and leaseback facility with Yongying Financial Lease Co., Ltd., a subsidiary of Bank of Ningbo. The short-term facility is secured by the Chinese subsidiary’s land use rights and building and the sale and leaseback facility is secured by substantially all the Chinese subsidiary’s machinery and equipment.

Mobile and Network Business Line

In 2019, GTD commenced construction of a new leased facility to manufacture massive MIMO Unit (“MMU”) antenna modules for a significant customer and invested approximately $11.6 million in the facility. We were unable to complete final commissioning and approval of the facility due to delays brought about by the Covid-19 pandemic. Over the course of the delays, our customer’s projected sales of its MMU product softened significantly. This led the customer to lower its sales forecasts, as well as to redesign the product to reduce its complexity. Following these developments, we announced in November 2021 that we were assessing our long-term strategic options for the MMU facility. We subsequently concluded that the facility would not enter production for its intended purpose and decided to liquidate the assets of the facility and apply the sales proceeds in repayment of outstanding indebtedness in Vietnam. In February 2023, we transferred the lease to a third party, thereby ending GTD’s lease commitment for the MMU facility.

During 2023, the Mobile and Network business line continued to face significant challenges due to ongoing large production volume reductions at its principal customer. Those reductions reflected a contraction in the customer’s smartphone market, due in part to the global economic slowdown and continuing inflation, which made consumers in major markets, such as North America, hesitant to upgrade their devices, as well as competitive pressures faced by the customer. Management took steps to limit the adverse effect this had on the business, including by focusing on reducing or eliminating operating and other costs, as well as by working to diversify its revenue base. Given these ongoing challenges, and following management’s evaluation of its various options for the business, the Company sought to divest the Mobile and Network business.

In July 2024, the Company announced that it has entered into an agreement to sell the Mobile and Network business line, comprised of its Korean subsidiary, Galtronics Korea Co., Ltd. (“GTK”), and its Vietnamese subsidiary, Galtronics Vietnam Co., Ltd. (“GTV”), to a strategic acquirer from Korea for purchase consideration that included substantially all liabilities of the business. The sale of GTK was completed on July 30, 2024 and, following receipt of Vietnamese regulatory approvals, the sale of GTV was completed on December 27, 2024.

BUSINESS OF THE COMPANY

Baylin is a leading diversified global wireless technology company. We focus on the research, design, development, manufacture and sale of passive and active RF and satellite communications products, and the provision of supporting services. Our products are marketed and sold principally under the brand names Galtronics and Advantech Wireless.

Galtronics

The Galtronics line of business, established in 1978 in Israel, designs and manufactures innovative wireless antenna solutions for its customers. Since its establishment, the Galtronics business has grown into an international platform with operations in North America and Asia. The Embedded Antenna and Wireless Infrastructure lines of business are conducted principally through Galtronics USA from its headquarters in Tempe, Arizona.

Industry

Mobile communications and wireless connectivity are essential to our daily lives, with a very large and still growing demand for embedded solutions products, such as home networking products, activity trackers, virtual reality headsets and smart tags. On the home networking front, as many countries around the world have increased their broadband coverage, allowing increased residential access, this has required improved home connectivity of Wi-Fi solutions – where performance of the antennas is paramount. The antenna industry has continued to grow, and is expected to grow further, with the proliferation of mobile devices and the exponential growth in mobile data traffic, augmented further by IoT. This growth places demands on designers and manufacturers, and has resulted in a need for increasingly complex, innovative and highly engineered antenna solutions. Moreover, the rise in data traffic and consumer expectations for network connectivity, anytime and anywhere, are placing significant strains on cellular networks, especially in large, high-density public venues. Innovative antennas for wireless infrastructure help solve these problems by enabling and enhancing wireless connectivity and, more importantly, increasing mobile data capacity.

Primary Lines of Business

Antennas have a wide range of applications in a large number of sectors, including broadcasting, telecommunications, infrastructure, transportation, home networking and mobile devices. We design and manufacture antennas for our two principal business lines – Embedded Antenna and Wireless Infrastructure (DAS, multibeam, small cell, stadium and macro antennas).

Embedded Antenna

Wireless embedded solutions devices encompass a variety of products that all provide wireless connectivity. Network carriers and service providers use a variety of broadband products to enable wireless connectivity for homes and businesses. Galtronics creates critical quality connections for home automation, public safety, commercial enterprises and automotive applications. Our products can be found in:

home networking devices, such as Wi-Fi routers and gateways, which enable wireless connectivity and facilitate interoperability of the various wireless communication devices used within the home;
set-top boxes, which source digital content from cable and satellite television providers;
embedded small cell products, which provide better broadband data coverage for carriers, especially indoor coverage (this includes sub-6Ghz 5G products);
5G products across a number of new frequencies, including the recent C-Band spectrum;
IoT home automation products, such as connected lights that have wireless communication capabilities, which enable users to monitor their homes and manage their energy consumption remotely;
IoT utility products, such as smart meters, which enable utility companies to monitor and bill for utility usage remotely; and

land mobile radio products, which provide two-way radio communications for a variety of markets, including public safety, transportation, education and manufacturing.

The key drivers for growth in the networking market include:

the need for faster connectivity and better coverage within homes as “true” broadband becomes available to a higher percentage of the population;
the significant increase in data usage;
the growth in devices per person;
data requirements for connected vehicles and autonomous driving;
wireless wearable devices, which creates substantial growth in data collection points; and
an increase in the connection of home appliances to domestic wireless networks, such as smart televisions, set-top boxes and streamers, as well as a number of other home automation appliances.

Wireless Infrastructure

Antennas for wireless infrastructure, more commonly known as DAS, multibeam, small cell, stadium and macro antennas, including in-building and new multibeam antennas, are used by wireless operators and service providers to provide coverage and capacity for wireless customers.

For example, poor signal strength may be a result of the location of the base station or cellular tower in an area with many other tall buildings that block signals and may result from insufficient wireless data capacity to support customer demand. DAS, multibeam, small cell, stadium and macro antennas can enable or enhance wireless connectivity in areas where there is limited coverage or mobile data capacity. These antennas improve overall wireless system performance through efficiency of their beam shaping and RF performance, resulting in improved radio performance.

Galtronics’ products address the new frequencies that have been allocated for 5G and are designed to meet customer needs for enhanced speed rates, latency and bandwidth. As densification of wireless networks continues and the demand for enhanced services grows, these products are aligned with the future needs of network operators and service providers.

A key driver for growth in this area is the current expansion of data consumption and the impact it has on wireless network capacity. To address this, wireless operators are deploying new spectrum and upgrading legacy technologies to 5G.

Competition

Embedded Antenna

Competition in the wireless networking antenna business is characterized by high barriers to entry, among other factors, due to:

a small pool of large OEM and ODM customers;

the RF technology and business expertise required to design and develop antennas that meet the specifications of networking devices, which typically require more mobile data capacity per device than in mobile devices;
the specialized equipment and tools required to prototype, test and produce the antennas and build expertise and know-how concerning system integration of an embedded system, which includes system level design and performance testing;
the manufacturing know-how to meet time requirements on purchase orders and continual development of supply chains, which support sustained business growth with high quality products in an extremely cost-competitive market; and
ever increasing customer driven performance specifications creating higher levels of product complexity.

Wireless Infrastructure

Competition in wireless infrastructure is also characterized by high barriers to entry, among other factors, due to:

the capital investment required to develop the core technology and products;
the longer lead time to market due to testing and approval processes undertaken by the network carriers; and
the longer sales cycle, as DAS, multibeam, small cell, stadium and macro antennas are used in infrastructure build-out projects with long project timelines.

Key Competitors

Key competitors for the Embedded Antenna business unit include antenna companies, such as Airgain Inc., Signal Plus Technology, Amphenol Corp. and Weihai Honglin, Technology Group, as well as ODMs, such as Foxconn, Pegatron Corp., Sagemcom Group and Wistron NeWeb. Key Competitors in the Wireless Infrastructure antenna space include ACE Technologies, Amphenol, CCI Antennas, CommScope, Ericsson (Kathrein), Gammu Nu, JMA Wireless, KMW Communications, Laird, Matsing, Prose Technologies and Quintel.

In addition to competition from other antenna producers, our Embedded business also faces competition from our OEM customers' in-house research and development and design teams. We compete with in-house design teams by demonstrating our long track record of leading innovation and our extensive antenna design capabilities. In addition, while in-house design teams typically focus their resources on the products under development, we are able to draw on our significant experience from designing antennas for a wide array of products using different RF technology platforms for customers across different sectors.

Competitive Strengths

We believe our competitive strengths have enabled us to successfully anticipate, respond and adapt our business to evolving technology and consumer trends over the years, and will enable us to continue to innovate and grow our business. Our key competitive strengths include the following:

blue-chip customer base – we have developed a strong, blue-chip customer base that includes the leaders in the embedded solutions and DAS, multibeam, small cell, stadium and macro antenna businesses, with long-standing relationships;
proven track record of leading innovation – we have partnered with our customers to develop many “industry firsts”, and both our antennas and our customers’ products have been recognized for their innovation;
vertically integrated capabilities – our in-house design and manufacturing capabilities enable us to offer a “one-stop shop” antenna solution to our customers and enable us to better manage production costs and preserve margins;
strong management and technical teams – our management and technical teams have the necessary manufacturing, operational and financial experience, and especially RF technology expertise, to lead our continued growth; and
strategically located facilities near our key customers – the proximity of our design and manufacturing facilities to our key customers’ facilities enables us to work closely with their engineers to develop antennas that meet the specific requirements for their products, respond quickly to changes in product design and minimize lead time on purchase orders.

Research and Development

We analyze market trends and challenges, evaluate emerging wireless technologies and innovate to address anticipated customer needs. Our in-house reliability, testing and rapid prototyping capabilities enable us to develop new products and ensure quality and reliability from early design stages. We also have technological design centres in Wuxi, China, and Tempe, Arizona, as well as an independent engineering and design house in Ottawa, Ontario, which enable us to work side-by-side with our customers’ engineers and research and development teams in those regions to develop antenna solutions that meet their specific functionality and industrial design requirements.

Products

We design and produce innovative antennas of high quality and design for our customers in the Embedded Antenna and Wireless Infrastructure lines of business.

Antennas for Embedded Antenna

We work with our OEM and ODM customers to design and produce antennas that meet the technological and physical specifications and functionality of their Wi-Fi routers, gateways, home networking devices and land mobile radio products.

Our product offering for high performance custom embedded solutions are device-specific antennas for Wi-Fi routers, gateway devices for top carriers in smart home connectivity, set-top boxes and land mobile radio products.

Antennas for Wireless Infrastructure

We work with our network carrier customers, distributors and other independent businesses to design and produce DAS, multibeam, small cell, stadium and macro antennas that support their wireless coverage and mobile data capacity requirements.

Our product offering for Wireless Infrastructure includes our indoor single input, single output and MIMO DAS antennas, outdoor DAS antennas, small cell system antennas, stadium and macro antennas and multibeam antennas using proprietary technology. Our antennas are approved by key network carriers and are deployed across the United States, Canada, Europe, Australia and other areas around the world.

We have recently developed and commercialized one of the most sophisticated multibeam panel antennas for macro deployments around venues and high-capacity areas. Multibeam antennas have traditionally been a solution to handle areas with high levels of mobile traffic (such as, for example, inside and outside large venues, such as stadiums). However, the performance of traditional types of antennas has been problematic and carriers have had to purchase as an alternative an extremely expensive lens-based solution. Galtronics has developed an affordable panel solution that solves the historic problems and allows wireless carriers to deploy a powerful solution at a reasonable price. As traffic demands of 5G grows to beyond the capacity of massive MIMO antennas can handle, multibeam antennas will have an important role in helping carriers solve the common problem of "too many users" but "not enough cell sites".

Manufacturing

Our manufacturing facilities in China enable us to provide optimized antenna designs, cost-effective manufacturing, and minimal lead time to market.

Our vertically integrated world-class manufacturing facility in Wuxi, China has given us a competitive advantage over our competitors because:

it was custom designed and built for maximum efficiency and high-volume capacity (with capacity to run 24 hours a day, 7 days a week), which enables us to meet our customers' production demands under tight timelines;
it utilizes state-of-the-art equipment;
it is centrally located in China, with easy access to railroads and airports, which minimizes delivery time, costs and related risks and enables us to provide timely delivery to our customers; and
it is located within a few hours of the majority of our raw materials suppliers, which enables us to optimize our supply chain management including minimizing inventory of raw materials and reducing related costs and risks.

Our design and manufacturing capabilities are as follows:

Manufacturing Facility	Production Capabilities	Products Made
Wuxi, China	Design, prototyping, RF design and testing, tool designing and manual and semi-automated assembly	Embedded, DAS, small cell, stadium, macro and multibeam antennas

The primary raw materials used in our antennas are plastic, metal, flexible printed circuit boards, cables, RF connectors and springs, all of which are obtainable from a large number of suppliers globally. As part of our supply chain management strategy to reduce lead time, inventory and shipping costs and related risks, we source the majority of our raw materials from suppliers located within a few hours of our manufacturing facility in China. To ensure we receive competitive pricing, and gain buying power while maintaining flexibility, we work with a small number of select suppliers that meet our quality standards, analyze their costs in detail, and do not enter into long-term supply arrangements. We also conduct periodic quality control audits of our suppliers.

Sales and Marketing

Our established sales and marketing teams, located principally in North America, service our key North American customers, including the major telecom carriers, and, increasingly, customers in Europe.

As the Embedded Antenna line of business is dominated by a small number of large OEMs, and as customers require antenna solutions that are engineered to meet their specific requirements, our sales and marketing approach is to sell directly to the OEMs, or their key electronics manufacturing service suppliers, by establishing a close working relationship with them.

DAS, multibeam, small cell, stadium and macro antennas have traditionally been standardized around frequency bands utilized by North American carriers. However, to support a global market, many of our products now accommodate frequency spectrums tailored to customers and partners worldwide. As such, our sales and marketing approach reflects the market and the companies who purchase these products. Customers and prospective customers include wireless carriers (AT&T, Verizon Communications, T-Mobile, DISH Network, Rogers Communication, Bell Canada, Telus Communications, Eircom Limited, NOS Telecommunications, Telecom Italia and Vodafone Group), cable operators (Comcast Corp., Charter Communications, Cox Communications and Rogers Communications), tower owners (Crown Castle, American Tower Corp., SBC Telecom, and Vertical Bridge REIT), third party operators (Boingo Wireless, Boldyn Networks and ExteNet Systems), distributors (WESCO International, Graybar Electric, Talley, and Accu-Tech Corp.), and the ecosystem of delivery companies and system integrators (Mastech Digital, Ansco & Associates, CTS Corp. and C-Squared Systems). To have appropriate coverage, we leverage a team of in-house sellers, as well as relying on relationships with manufacturers' representatives and other parties, to sell our products.

Employees

As of December 31, 2024, Galtronics had approximately 222 employees, including 181 in production, supply chain management and quality control, 21 in R&D and engineering, 15 in sales and marketing, and five in corporate and administration.

Global Platform and Facilities

Consistent with our strategy of building close working relationships with our key customers, our research and development, design, manufacturing, sales and marketing and corporate facilities and functions are in proximity to our key customers.

Galtronics carries on operations through its principal facilities in China and the United States.

Entity	Location	Description	Size	Ownership
Galtronics China	Wuxi, China	China headquarters, warehouse, production hall, tool shop	Land 22,999 m2 Building 8,349 m2	Building owned with right to use lands until December 31, 2052 (1)
Galtronics USA	Tempe, Arizona	US headquarters, R&D, and sales support	1,729 m2	Leased; lease expires December 2024

(1) Under the laws of China, land is owned either by the state or by rural collective organizations. The usual tenure of land use rights for industrial use is up to 50 years. As such, Galtronics China does not own the land in China, but rather has contractually been granted land use rights to the land.

Wuxi Property, China

Galtronics China maintains its headquarters, warehouse and other facilities in Wuxi New District, Jiangsu Province, China. Pursuant to the State-Owned Land Use Right Transfer Contract with the Land Administration Bureau, Wuxi City, Jiangsu Province and the Certificate for Use of State-Owned Land issued by the Wuxi Administration of Land and Resources on March 16, 2004, the land on which our Wuxi facility is constructed was leased to Galtronics China by the Land Administration Bureau, Wuxi City, for a period of 50 years, ending on December 31, 2052. The full rental cost for the land was paid in the first year of the contract. Galtronics China can apply to renew the land contract at its termination. If its application is rejected, the Land Administration Bureau must compensate Galtronics China for the erected buildings. If Galtronics China does not apply to have the contract renewed, the land and buildings revert to the Land Administration Bureau.

Satellite Communications

In January 2018, Baylin acquired the RF, terrestrial microwave and antenna equipment business of Advantech Wireless Inc. (now called SpaceBridge Inc.), a wireless broadband communications solutions provider for commercial, critical infrastructure, government and military clients, for a purchase price of $49 million, of which$ 48 million was paid in cash and the balance by the issuance of 308,642 Common Shares at a price of $3.24 per Common Share (the “Advantech Acquisition”). The acquired business is now part of Advantech Wireless Technologies Inc. (“Advantech”). Advantech designs satellite communications solutions, radio frequency products, and microwave technology.

In July 2018, Baylin added Satcom capabilities by acquiring all the shares of Alga, which specializes in the engineering, design and manufacture of RF and microwave components, for a purchase price of $25 million, of which$ 21 million was paid in cash and the balance by the issuance of 1,176,470 Common Shares at a price of $3.40 per Common Share (the “Alga

Acquisition”). At the same time, the Company acquired Alga's principal operating facility in Kirkland, Quebec for a purchase price of $6.2 million. In October 2019, the facility was sold and then leased back to Advantech, allowing the continuation of its business at the same location.

Effective October 1, 2021, Advantech Wireless Technologies Inc., Alga and its wholly-owned subsidiary amalgamated and continued as Advantech.

Industry

Topography or distance can limit communications. Terrestrial and satellite communications solutions are required to deliver voice and data economically and effectively to challenging regions around the world. These solutions are used for global commerce, public safety (for example, police departments and other emergency response personnel) and military field operations, which all require reliable and secure communications. These communications solutions require radio frequency and microwave components.

Satcom’s products are designed and produced for customers in the following verticals: (i) broadcast; (ii) maritime and cruise ships; (iii) government and military; (iv) homeland security; (v) direct-to-home satellite; (vi) oil and gas; and (vii) wireless communications. Satcom has strategically positioned itself as a leader in high power (greater than 400-watt output) in various frequencies and custom engineered products (principally, amplifiers, converters and transceivers), which management believes will offer better long-term opportunities, particularly for government and military applications and custom markets for geostationary satellites. The high-power segment of the market tends to be more specialized and require non-standard engineered solutions, which is one of Satcom’s strengths. The market for low and medium powered standard products tends to be more competitive, resulting in lower margin products. It is also susceptible to changing technologies, such as low earth orbit satellite constellations, which are supplanting the market for standard products.

Primary Lines of Business

Satcom's products are designed and produced for customers in the following verticals: (i) broadcast, (ii) maritime and cruise ships, (iii) government and military, (iv) homeland security, (v) direct-to-home satellite, (vi) oil and gas and (vii) wireless communications.

Competition

Key competitors of Satcom include Communications & Power Industries, Comtech Telecommunications, Teledyne Technologies, Terrasat Communications, Agilis Networks, Gilat Wavestream and Acorde Technologies.

Competitive Strengths

Key competitive strengths of Advantech include the following:

custom and high-power amplifier systems which use standard Advantech RF building blocks for use in unique applications for which there are limited or no alternatives;
a highly experienced workforce;

a strong local supply chain with experience and capabilities able to support the satellite communications industry;
introduction of the second generation GaN products. These are high performance block up converters and high-power amplifiers that have overall size, weight and power reductions on the order of 50% of previous versions. It has also developed new state-of-the-art GaN line of amplifiers for radar and troposcattering communication links;
an advanced and complete line of satcom RF products, including solid state power amplifiers, frequencies converters and transceivers. They cover all satellite bands, including L, S, C, X, Ku, Ka band from 1 GHz to 31 GHz, and an advanced new line of amplifiers based on GaN technology, which provides higher efficiency and reliability in a fraction of size and weight and with up to 70% less energy consumption;
use of common components, which makes the manufacturing process simpler and reduces costs;
design and production of both active and passive components; and
strong reliability and performance, which has allowed it to compete successfully against larger companies when providing high quality active and passive microwave products to the market.

Research and Development

Advantech has received several international awards for R&D and its contribution to technological advances in the industry has been widely recognized. In the normal course of business, the R&D team works on research and development of new products (i) to reduce costs and improve manufacturing efficiency, (ii) to enable competitive differentiation by engineering solutions and products, particularly at high power levels, and (iii) by providing new capabilities to meet the demands of customers. As an example, LEO satellite technology will drive the need for innovative solutions in order to achieve scale for LEO customers. Other opportunities exist in the development of high-power phase combined systems.

Products

Advantech designs and produces innovative products of high quality and design, including the following:

RF Components: (i) GaN-based power amplifiers (block up converters, solid state power amplifiers and solid-state power block converters), (ii) Gallium arsenide-based power amplifiers, (iii) indoor-frequency converters, (iv) outdoor-frequency converters and (v) transceivers.
Active Components: L, S, C, X, Ku and Ka with frequencies ranging from 2.0 to 31.0 GHz and within power spectrum of 5 to 12,000 watts.
Passive Components: 500 MHz to 100 GHz. Passive RF components include filters, diplexers, combiners/dividers – aluminum, copper, invar, that are complementary to active components and offer significant synergy when integrated within a subassembly or a subsystem.

Sales and Marketing

Satcom maintains a global presence, with sales locations or representatives in Canada, the United States, South America and the United Kingdom.

Employees

As of December 31, 2024, Satcom had approximately 167 employees, including 106 in production, supply chain management and quality control, 41 in R&D and engineering, nine in sales and marketing, and 11 in corporate and administration.

Facilities

Satcom carries on operations through facilities in Canada and the United States.

Entity	Location	Description	Size	Ownership
Advantech	Kirkland, Quebec	Corporate headquarters, R&D, manufacturing, sales and support	66,190 sq. ft.	Leased; lease expires October 2029
	Kirkland, Quebec	Machine shop	13,038 sq. ft.	Leased; lease expires September 2028

Advantech Wireless Technologies (USA) Inc. leases premises in State College, Pennsylvania (for design, engineering and production services) and Buford, Georgia (for sales and support services).

Intellectual Property

As a technology solutions provider, one of our key competitive strengths is our technological innovation and execution know-how. Accordingly, we have an extensive intellectual property and patent portfolio to protect our proprietary technologies and designs. Most of our key products and innovations are filed as "core technology patent" or "utility patent" for specific product protection which enables us to continue to develop and expand our product portfolio.

In accordance with industry practice, we rely on a combination of patent, trademark, trade secret laws and contractual confidentiality provisions to protect our intellectual property. We seek to avoid disclosure of our intellectual property and proprietary information by requiring employees to sign non-disclosure, confidentiality and assignment of intellectual property agreements. Such agreements require employees to assign to us all intellectual property developed in the course of their employment or engagement. However, monitoring the unauthorized use of our intellectual property is difficult and the enforcement of our intellectual property rights may be unsuccessful or prohibitively expensive. The failure to protect, monitor and enforce our intellectual property could

adversely affect our business. See “Risk Factors – Failure to protect our intellectual property rights”.

DIVIDENDS AND DIVIDEND POLICY

The Company has not paid any dividends on the Common Shares and does not anticipate paying cash dividends on the Common Shares in the foreseeable future. In addition, the Company is prohibited from paying any dividends in cash on any of its shares as long as any amounts remains outstanding under the Company’s Canadian credit facilities The Company’s current policy is to retain available cash to invest in the business.

CAPITAL STRUCTURE

The Company’s authorized capital consists of an unlimited number of Common Shares and an unlimited number of preferred shares issuable in series. At March 1, 2025, the Company had 151,421,995 Common Shares and 68,000 10% Cumulative Redeemable Retractable Series A Preferred Shares (the “Series A Preferred Shares”) outstanding. Reference is made to the articles of the Company for a complete description of our share capital, which can be found under our profile at www.sedarplus.ca.

Common Shares

The holders of Common Shares are entitled to receive notice of, attend and vote at, meetings of shareholders (other than meetings at which only holders of another class or series of shares are entitled to vote separately as a class or series). Each Common Share carries the right to one vote. Holders of Common Shares are entitled to receive any dividends declared by the Company in respect of the Common Shares, subject to the rights of the holders of other classes ranking in priority to the Common Shares with respect of the payment of dividends. In the event of the liquidation, dissolution or winding up of the Company, holders of Common Shares are also entitled to receive, on a pro rata basis, the remaining property and assets of the Company available for distribution after payment of all of its liabilities and subject to the rights of the holders of other classes ranking in priority to the Common Shares.

Preferred Shares

Preferred shares are issuable at any time and from time to time in one or more series. Each series of preferred shares consists of such number of shares with such rights, privileges, restrictions and conditions as may be determined by the board of directors of the Company prior to the issuance thereof. Holders of preferred shares, except as otherwise provided in the terms specific to a series of preferred shares or as required by law, will not be entitled to vote at meetings of holders of Common Shares. The preferred shares of each series will rank on parity with the preferred shares of every other series and will be entitled to preference over the Common Shares and any other shares ranking junior to the preferred shares with respect to payment of dividends and distribution of any property or assets in the event of the liquidation, dissolution or winding up of the Company.

Series A Preferred Shares

The 68,000 Series A Preferred Shares were issued at an issue price of $25.00 per share (the “Issue Price”). They carry a 10% cumulative annual cash dividend, payable monthly, if, as and when declared by the board of directors. The Company may not pay a dividend on the Series A Preferred Shares as long as any amounts remain outstanding under our Canadian credit facilities. At any time on and after January 1, 2025, the Company at its option may redeem, and the holder may require the Company to redeem, some or all of the Series A Preferred Shares then outstanding in cash at the Issue Price, subject to the same restriction as to the payment of dividends. On December 31, 2028, the Company is required to redeem all Series A Preferred Shares then outstanding in cash at the Issue Price. The Series A Preferred Shares are non-voting and are not listed on any stock exchange.

Advance Notice Requirements for Director Nominations

The Company’s by-laws provide that shareholders who seek to nominate candidates for election as directors must provide timely notice in writing. To be timely, a shareholder’s notice must be received at the principal executive office of the Company (i) in the case of an annual meeting of shareholders, not later than the close of business on the 30th day and not earlier than the opening of business on the 65th day prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement (the “Notice Date”) of the date of the annual meeting was made, notice by a shareholder may be made not later than the close of business on the 10th day following the Notice Date and (ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting of shareholders was made. The by-laws also prescribe the proper written form for a shareholder’s notice. These provisions may preclude shareholders from making nominations for directors at an annual or special meeting of shareholders.

MARKET FOR SECURITIES

Trading Price and Volume

Common Shares

The Common Shares are listed on the TSX under the symbol “BYL”. The following table sets out the market price ranges and trading volume of the Common Shares on the TSX (as reported by the TSX) for the periods indicated.

2024	Monthly High ($)	Monthly Low ($)	Monthly Volume
January	0.30	0.17	895,753
February	0.26	0.21	407,942
March	0.31	0.21	776,573
April	0.34	0.25	375,179

Convertible Debentures

The Convertible Debentures are listed on the TSX under the symbol "BYL.DB". The following table sets out the market price ranges and trading volume of the Convertible Debentures on the TSX (as reported by the TSX) for the periods indicated.

2024	Monthly High ($)	Monthly Low ($)	Monthly Volume
January	66.99	63.50	124,000
February	65.00	62.69	63,000
March	70.00	64.00	66,000
April	69.00	69.00	147,000
May	71.99	70.00	32,000
June	70.49	70.49	9,000
July	72.50	72.50	3,000
August	79.03	76.00	60,000
September	80.00	78.50	8,000
October	85.00	79.69	75,000
November	85.50	82.00	127,000
December	92.46	82.00	44,000

Prior Sales

During 2024, the Company issued the following securities not listed or quoted on a marketplace.

Deferred Share Units

Date of Issuance - 2024	Number of DSUs/Underlying Common Shares	Price of Underlying Common Shares at Date of Issuance ($)
January 31	83,333	0.28
February 29	106,059	0.22
March 31	1,791,165	0.25
April 30	89,742	0.26
May 31	0	n/a

June 30	179,488	0.26
July 31	0	n/a
August 31	0	n/a
September 30	137,255	0.51
October 31	0	n/a
November 30	0	n/a
December 31	184,210	0.38

Stock Options

Date of Issuance - 2024	Number of Common Shares Issuable on Exercise of Options	Exercise Price ($)	Expiry Date
March 31, 2024	4,950,000	$0.25	March 31, 2029
May 20, 2024	52,000	$0.25	May 20, 2029

DIRECTORS AND EXECUTIVE OFFICERS

The names and jurisdictions of residence of the directors and executive officers of the Company, their respective positions and offices held with the Company and their principal occupation for the last five or more years are shown in the table. Directors are elected annually to serve until the next annual meeting of shareholders or until a successor is elected or appointed.

Directors

Name and Province or State and Country of Residence	Age	Position	Director Since	Principal Occupation
Jeffrey C. Royer Ontario, Canada	69	Chairman and Director, Baylin	September 2013	Chairman and Director, Baylin
Janice Davis Michigan, United States (1)	62	Director, Baylin	May 2019	Corporate Director, and before that, Executive Vice President, Business Transformation and Chief Procurement Officer, Shaw Communications Inc.
Bejoy Pankajakshan Texas, United States	50	Director, Baylin	August 2022	Executive Vice President, Chief Technology and Strategy Officer, Mavenir Systems, Inc.

| Barry J. Reiter
Ontario, Canada (2) | 76 | Lead Director, Baylin | November 2013 | Independent Consultant, and before that, Partner, Bennett Jones LLP |
| --- | --- | --- | --- | --- |
| David Saska
Pennsylvania, United States (1) (3) | 59 | Director, Baylin | May 2018 | Corporate Director, and before that, Vice President, Radio Access Network Engineering, AT&T |
| Donald E. Simmonds
Ontario, Canada (3) | 69 | Director, Baylin | November 2013 | Chairman and Chief Executive Officer, Blyth Group Inc. |
| Harold M. Wolkin
Ontario, Canada (4) | 73 | Director, Baylin | November 2013 | Corporate Director |

(1) Member of the Corporate Governance and Compensation Committee.
(2) Chair of the Corporate Governance and Compensation Committee.
(3) Member of the Audit Committee.
(4) Chair of the Audit Committee.

Executive Officers

Name and Province or State and Country of Residence	Age	Position	Executive Since	Principal Occupation
Leighton Carroll, Florida, United States	55	Chief Executive Officer and Director, Baylin	June 2021	Chief Executive Officer, Baylin, and before that, President, QuadGen Wireless Solutions Inc., and before that, Chief Executive Officer, Squan Holdings, and before that, Vice President and General Manager, AT&T Mobility
Cliff Gary, Ontario, Canada	55	Chief Financial Officer, Baylin	January 2022	Chief Financial Officer, Baylin, and before that, Vice President Finance, Baylin

Mark Waddell, Virginia, United States	58	Senior Vice President, Operations, Baylin	November 2022	Vice President, Operations, Baylin, and before that, Vice President Global Manufacturing and various other positions within the Company
John Restivo, Pennsylvania, United States	63	President, Advantech Wireless Technologies Inc.	April 2018	President, Advantech Wireless Technologies Inc., and before that, Vice-President and General Manager, Paradise Datacom, a division of Teledyne Technologies

JJ Kim, the former President of Mobile and Network, resigned effective March 1, 2024, and Dan Nohdomi, the former Senior Vice President and Chief Financial Officer of Baylin, resigned effective December 31, 2024.

Ownership of Common Shares

At December 31, 2025, the directors and executive officers (as a group) beneficially owned, or controlled or directed, directly and indirectly, 112,049,401 Common Shares, representing approximately 74.0% of the equity and voting interest (then outstanding) in the Company. Of the total, Mr. Jeffrey C. Royer, our Chairman of the Board, exercised control and direction over 109,253,526 Common Shares, representing approximately 72.2% of the Common Shares then outstanding.

Cease Trade Orders and Bankruptcies

None of our directors or executive officers is, at the date of this Annual Information Form, or has been within 10 years before the date of this Annual Information Form, a director, chief executive officer or chief financial officer of any company (including Baylin) that, while that person was acting in that capacity, or after that person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity, was the subject of a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under applicable securities legislation, in each case for a period of more than 30 consecutive days.

None of our directors or executive officers or, to our knowledge, our shareholders holding a sufficient number of securities to affect materially the control of the Company (i) is as at the date of this Annual Information Form, or has been within 10 years before the date of this Annual Information Form, a director or executive officer of any company (including Baylin) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets or (ii) has, within 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings,

arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

Penalties or Sanctions

None of our directors or executive officers or, to our knowledge, our shareholders holding a sufficient number of securities to affect materially the control of the Company, has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

To the best of our knowledge, other than as disclosed in this Annual Information Form, there are no known existing or potential conflicts of interest between us and our directors, executive officers or other members of management as a result of their outside business interests at the date of this Annual Information Form. However, as certain of our directors and officers also serve as directors and officers of other companies, it is possible that a conflict of interest may arise between their duties to us and their duties to such other companies. See “Directors and Officers” and “Interest of Management and Others in Material Transactions”.

AUDIT COMMITTEE INFORMATION

Audit Committee and Audit Committee Mandate

The audit committee of the Company (the “Audit Committee”) is composed of three directors, David Saska, Don Simmonds and Harold Wolkin, each of whom is financially literate and independent of the Company, as required by National Instrument 52-110 – Audit Committees. Mr. Wolkin is the chair of the Audit Committee. The relevant education and experience of each member of the Audit Committee is described as part of their respective biographies. See “Directors and Officers – Biographies”.

Each member of the Audit Committee possesses:

an understanding of the accounting principles used by the Company to prepare its financial statements;
the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and
an understanding of internal controls and procedures for financial reporting.

Each member has the following relevant experience.

Mr. Saska is a senior executive with expertise planning, designing, building and operating growing networks and managing a fast-paced technology evolution. Before becoming a director of Baylin, he served as the Vice President of Radio Access Network Engineering for AT&T, where he worked for 25 years. Mr. Saska has a strong understanding of the relationship between technology and strategic business interests with a P&L mindset that has proven valuable in making multi-million-dollar investment decisions to grow the business while also driving annual expense savings. He has been a key resource for managing through several successful corporate acquisitions, bringing teams and networks together. Mr. Saska holds a Bachelor of Science in Electrical Engineering from Pennsylvania State University and continued his post graduate studies at Johns Hopkins University.

Mr. Simmonds is an International Advisor to select corporate entities and is currently Chief Executive Officer and Chairman, Blyth Group Inc. He is the former Chairman and Chief Executive Officer of CTS (now known as YesTV), a CRTC regulated Canadian television broadcaster. He was a founder of the Lenbrook Group in 1977, a private business incubation company perhaps best known for having created Clearnet Communications, one of Canada's leading wireless networks that was sold in 2001 to Telus Mobility.

Mr. Wolkin is a former investment banker and financial analyst with over 30 years of experience. In 1983, Mr. Wolkin joined BMO Nesbitt Burns as a senior research analyst. He went on to serve as Managing Director in the Diversified Industries Group of BMO Capital Markets from August 1983 to January 2008. Most recently, Mr. Wolkin served as Executive Vice-President and Head of Investment Banking for Dundee Capital Markets. Since 2004, he has also served on a number of public company boards and not-for-profit organizations.

Mr. Wolkin has been a member of the Chartered Financial Institute since 1980 and is a certified chartered financial analyst. He received a Bachelor of Arts in Economics from York University and a Master of Arts in Economics and Finance from the University of Toronto. Mr. Wolkin is also a graduate and a member of the Institute of Corporate Directors and previously served as President of the CFA Society of Toronto.

The board of directors has adopted a written mandate for the Audit Committee, which sets out the Audit Committee's responsibilities, including (i) reviewing and recommending to the board of directors for approval our quarterly and annual financial statements and related management's discussion and analysis, (ii) recommending to the board of directors and overseeing the external auditors, (iii) reviewing significant accounting estimates and judgments, (iv) reviewing and approving, if appropriate, major changes to our accounting principles and practices and (v) pre-approving all audit and non-audit services to be provided to the Company by the external auditors in a manner consistent with National Instrument 52 110.

A copy of the Audit Committee's mandate is attached to this Annual Information Form as Appendix B.

External Auditor Fees

The Company was billed the following fees by its auditors in 2023 and 2024.

	2024	2023
Audit Fees (1)	$427,907	$421,375
Tax Fees (2)	$134,810	$119,125
All Other Fees (3)	$1,130	$5,325
Total	$563,847	$545,825

(1) "Audit Fees" include fees necessary to perform the annual audit of the consolidated financial statements.
(2) "Tax Fees" include fees for all tax services, including fees for tax compliance, tax advice and tax planning.
(3) "Other Fees" include fees for other products and services provided by the auditors.

RISK FACTORS

The Company and its business are exposed to a variety of risks, which could materially and adversely affect our business, operations or financial performance. The following risks are in addition to those outlined elsewhere in this Annual Information Form and in our other filings with Canadian securities regulatory authorities. These risks are those we currently believe to be material, but they may not be the only ones we face. If any of the following risks, or any other risks and uncertainties that we have not yet identified or that we currently consider not to be material, actually occur or become material risks, our business, prospects, financial condition and cash flows, and consequently the price of the Common Shares, Convertible Debentures and any other of our securities, could be materially and adversely affected.

Risks Related to Our Business

Dependence on the success of our customers

We depend on the continued success, viability, financial stability and growth of our customers. Our customers are primarily in the broadband and satellite communications markets, which are subject to rapid technological change, intense competition and varying product life cycles, as well as continually evolving demands. Any of these factors may impact our customers' businesses and results of operations, which, in turn, may decrease their demand for our products, adversely affecting our business, results of operations or financial condition.

We receive a significant portion of our revenue from a limited number of customers

We receive a significant portion of our revenue from a limited number of customers and the loss of, or a significant reduction in, orders from one or more of our major customers would adversely affect our business, results of operations or financial condition. We recognized an aggregate of 21% in 2023 and 18% in 2024 of our revenue, directly and indirectly, from our largest customer and its subcontractors. That group was the largest customer of our Mobile and Network business unit, which has now been sold, and therefore our reliance on any one group will be significantly less in the future. However, we expect we will continue to be dependent on a limited number of customers for a significant portion of our revenue.

Additionally, we do not enter into long-term contracts or purchase commitments with our customers. We sell our products and services generally by entering into purchase orders with them. The loss of one or more of our significant customers, any material reduction in orders by any significant customer, or our failure to qualify our new products with a significant customer could materially and adversely affect our business, results of operation or financial condition.

We may have difficulty selling our products if we are unable to integrate our designs into the systems of our OEM customers

We devote significant time and resources working with our OEM customers’ system designers to understand their future needs and to provide products that we believe will meet those needs. Our ability to compete in the future will depend, in large part, on our ability to design products to meet our customers’ and potential customers’ specifications and expectations. We expect to invest significant time and resources and to incur significant expenses to design products for that purpose.

We often incur significant expenditures in the development of a new product without any assurance that customers will select our product for use in their applications. We are often required to anticipate which product designs will generate demand in advance of our customers expressly indicating a need for that particular design. Even if our customers select our products, a substantial period of time may elapse before we generate revenue related to the significant expenses we have incurred.

We depend on maintaining our existing strategic relationships with customers and on forming new strategic relationships

In the past, we have relied in significant part on our strategic relationships with customers that are technology leaders in our markets. We continue to pursue the expansion of such relationships and the formation of new strategic relationships, but we may not be able to do so successfully. These relationships often require us to develop new products that may involve significant technological challenges. Our customers frequently place considerable pressure on us to meet their tight development schedules. Accordingly, we may have to devote a substantial amount of our resources to our strategic relationships, which could detract from or delay our completion of other important development projects. Delays in development could impair our relationships with our strategic and other customers and negatively impact sales of the products under development.

In addition, partnering with large OEMs may require us to make large capital investments in order to achieve the critical size and scale to meet the demands of those OEM customers. Failure to make such investments in a timely manner may result in a loss of business and market share, which could adversely affect our business, results of operations or financial condition.

Our relationships with existing customers may deter their competitors from buying our products

Our relationships with existing customers may deter other potential customers, who compete with our customers, from buying our products, particularly if we have developed a new technology for one of our existing customers. Our inability to attract new customers could seriously impact our revenue and materially and adversely affect our business, results of operations or financial condition.

Dependence on our operating subsidiaries

We are a holding company and substantially all our operations are carried out by our subsidiaries, most of which are incorporated or formed outside Canada. We have no direct operations and no significant assets other than the shares of our subsidiaries and cash proceeds from sales of our securities or other financings or borrowings. Accordingly, we are dependent on the cash flows from our subsidiaries to meet our obligations. If we do not receive sufficient cash from our subsidiaries, we may be required to finance those obligations by incurring indebtedness, raising additional equity or selling assets. There can be no assurance that any such financing will be available on satisfactory terms or that it will be sufficient to meet our obligations.

We may be subject to limitations on the repatriation of earnings in some of the countries where we do business. Those limitations may be imposed in circumstances where the repatriation of funds may harm a country's international balance of payments, cause excessive fluctuations in interest or exchange rates, or threaten the stability of its domestic financial markets, or they may be subject to local taxation. There can be no assurance that countries in which we do business will not impose exchange controls or otherwise limit our ability to repatriate cash payments, which could affect our ability to service our indebtedness and our creditors to recover their investment. Over the years, the Company has received dividends from its subsidiary, Galtronics China. In accordance with applicable Chinese laws, Galtronics China is only permitted to distribute up to 90% of its after-tax earnings.

Failure to execute on growth strategy

The successful implementation of our growth strategy depends on many factors, including our ability to leverage our competitive strengths, maintain key customer relationships, diversify our customer base, identify and make strategic acquisitions, and keep pace with innovation, as well as other factors beyond our control, including general economic conditions and business confidence in future economic conditions.

If we fail to execute any one or more of our growth strategies or fail to realize fully the benefits expected to result from such strategies, our business and results of operations, our ability to continue to grow, our ability to remain competitive and our ability to maintain our market share could be materially adversely impacted.

Risks related to acquisitions

The Company has acquired and, in the future, may acquire businesses that we believe are complementary or important to our business. For example, we completed the Advantech Acquisition in January 2018 and the Alga Acquisition in July 2018.

With any acquisition, there is a risk that we may not be able to complete the acquisition on favourable terms (or at all), operate it profitably or for an adequate return or successfully integrate any acquired business. Integrating a newly acquired business can be expensive, often takes a significant amount of time and can place an undue strain on managerial, operational or financial resources. That could result in the disruption of our ongoing business or inconsistencies in standards and controls that could negatively affect our ability to maintain third-party relationships.

Funding an acquisition will require us to incur additional indebtedness or to issue equity, which would be dilutive to existing shareholders.

An acquisition may negatively affect our operating results, financial condition or cash flow because it may require us to incur charges or assume indebtedness or other liabilities, may expose us to claims by third parties, may result in litigation with the former owners or may not generate sufficient financial returns in relation to the costs incurred in connection with the acquisition.

Dependence on key personnel

Our success depends in part on our key personnel, including executive managers, engineers and other highly skilled personnel who are responsible for managing our business, conducting research and development, product development and testing, and developing new technologies and products.

If we are unable to retain our key personnel or to continue to hire and retain skilled personnel, our business, results of operations or financial condition and ability to compete may be adversely affected. Any departures of such personnel would also disrupt our business and may result in the loss of additional personnel.

Relationships with our labour force

Although we generally have good relationships with our employees, the maintenance of a productive and efficient labour environment cannot be assured. Protracted and extensive work stoppages or labour disruptions, such as strikes or lockouts, could have a material adverse effect on our business, financial condition or results of operations. In addition, changes in labour laws and rising wages in the places where we carry on business may result in a material increase to our labour costs, which we may not be able to offset with higher revenues or pass on to our customers. Accordingly, any such increase to our labour costs may adversely affect our competitive advantage over high-cost manufacturers and our gross margins may decline.

Rapidly evolving technologies

The industry in which we operate is characterized by rapid technological change. Our competitors may develop technologies and products which compete with our technologies and products. Our competitors' technologies and products may prove to be more effective and/or less costly than our products. There can be no assurance that our products will be competitive with the products of our competitors or that we will be able to keep pace with technological developments. Such technological advances could make our technologies and products partially or completely redundant or impair future sales, which could have a material adverse impact on our business, results of operations or financial condition.

Significant competition

Our competitors may have greater financial, management and/or technical resources than us and there can be no assurance that we will be able to keep pace with our competitors. Failure to maintain our competitive position may result in a loss of market share to our competitors, which could have a material adverse effect on our business, results of operations or financial condition.

Competition could make it more difficult for us to sell our products, and result in increased pricing pressure, reduced profit margins, increased sales and marketing expenses, the loss of or failure to increase market share or expected market share, any of which could seriously harm our business, results of operations or financial condition.

Currently, we face competition from a number of well-established companies. A few of our current competitors, and some of our potential competitors, have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources to pursue development, engineering, manufacturing, marketing and distribution of their products than we have. Further, our existing or potential customers may develop their own products, purchase competitive products or acquire companies that use alternative methods to achieve similar results as our products. Any of these competitive threats, alone or in combination with others, could seriously harm our business, results of operations or financial condition.

Global markets for our products and services are highly competitive and subject to rapid technological change, and we may be unable to compete effectively in these markets.

The markets we address are characterized by continuing technological advancement, changes in customer requirements and evolving industry standards. To compete successfully, we must continue to design, develop, manufacture and sell new or enhanced products that provide increasingly higher levels of performance and reliability and meet our customers' changing needs. However, we may not be successful in those efforts if, among other things, our products:

are not cost effective;
are not brought to market in a timely manner;
are not in accordance with evolving industry standards;
fail to meet market acceptance or customer requirements; or
are ahead of the market.

Moreover, it is possible that our customers may develop their own products or adopt a competitor's solution for products that they currently buy from us. If that happens, our sales will decline and our business, financial condition or results of operations could be materially adversely affected.

We may be affected by general economic conditions

General economic conditions may affect consumer and business confidence, as well as demand for and prices of products and services in each of the embedded, infrastructure and satellite businesses. During adverse economic conditions, OEMs and customers may delay buying our products and services, reduce purchases, seek greater discounts or even discontinue purchases altogether. Our ability to collect receivables could also be adversely affected.

Scale of our operations are significantly smaller than those of our competitors

The Company is significantly smaller than many of its competitors. This means that we operate with considerably lower economies of scale and much less manufacturing power than our larger competitors, and our bargaining power with our larger customers may be more limited.

Investment in research and development may not generate returns

The industry in which we compete is characterized by rapid technological advancement and continually evolving customer preferences and demands. As a result, the success of our business depends in a large part on our ability to develop new, innovative technologies and our ability to efficiently manufacture and market such products. To this end, we have established manufacturing facilities in Canada, the United States and China and continue to invest in research and development. However, there can be no assurance that our investment in research and development will develop new, marketable products, and even if we are successful in developing new products, there can be no assurance that such products will be accepted by our customers or will generate increased sales or improve profit margins.

Leverage risk and restrictive covenants

The Company has credit facilities principally with Royal Bank of Canada, a major Canadian chartered bank. The loans are guaranteed by our subsidiaries and are secured by the assets of the Company and the guarantors (subject to existing security of the Company's Chinese subsidiary). The credit facilities include financial covenants and other customary positive and negative covenants, including limitations on dispositions, amalgamations and merger, additional debt, investments, financial assistance, distributions, encumbrances, capital expenditures, changes to the business, and events of default.

This and other indebtedness of the Company could have material adverse consequences, including (i) limiting the Company's ability to obtain additional financing for working capital, capital expenditures, product development, acquisitions and general corporate or other purposes, (ii) requiring the Company to dedicate a portion of its cash flow from operations to the payment of interest and principal on existing indebtedness rather than having that cash available for other purposes, including operations, capital expenditures and future business opportunities, (iii) restricting the Company's flexibility and discretion to operate its business, (iv) limiting the Company's ability to adjust to changing market conditions, (v) placing the Company at a competitive disadvantage compared to its competitors that have relatively less debt or less onerous contractual restrictions and (vi) making the Company more vulnerable in a downturn in general economic conditions or in a higher interest rate environment.

The Company's failure to comply with obligations under its credit facilities could result in an event of default, which, if not cured or waived, would permit acceleration of the loans and the realization of security, and could trigger cross-defaults on other indebtedness. There can be no assurance that the assets of the Company and its subsidiaries would be sufficient to repay in full all such indebtedness.

Access to capital

There can be no assurance that capital will be available when needed or on favourable terms. The Company's access to capital and its cost of capital are subject to a number of factors, including general market conditions, the market's perception of the Company's growth potential, the Company's current and expected future earnings, the Company's cash flow, and the market price

of the Common Shares. If the Company is unable to obtain sources of capital, it may not be able to pursue business opportunities, engage in product development, compete effectively with its competitors or weather an economic downturn.

Failure to protect our intellectual property rights

We believe that our patents, trademarks and other proprietary rights are important to our success and our competitive position. Accordingly, we protect our patents, trademarks and proprietary rights in accordance with industry practice or as we determine to be appropriate. However, the actions taken by us may be inadequate to prevent the imitation of our processes and products by others or to prevent others from claiming violations of their intellectual property rights by us. In addition, our intellectual property rights may not have the value that we believe they have. If we are unsuccessful in protecting our intellectual property rights, or if another party prevails in litigation against us relating to our intellectual property rights, the value of our rights could be diminished, and our sales and profitability may be adversely impacted. We may also incur significant costs if we are required to change certain aspects of our operations.

The failure to obtain patents with claims of a scope necessary to cover our technology, or the invalidation of our patents, or our inability to protect any of our intellectual property, may weaken our competitive position and may materially and adversely affect our business, results of operations or financial condition.

Intellectual property infringement

We may be subject to claims that we infringe the intellectual property rights of third parties. Any such assertion may result in litigation or may require us to obtain a license for the intellectual property rights of third parties. Such licenses may not be available, or they may not be available on reasonable terms. In addition, litigation could be disruptive to our ability to generate revenue or obtain new market opportunities and may result in significantly increased costs as a result of our defence of those claims or our attempt to license the intellectual property rights or rework our products to ensure they do not infringe. Even if we were to prevail, any litigation regarding our intellectual property could be costly and time consuming and divert the attention of our management and key personnel from our business operations. Further, our business agreements with our customers and other parties with whom we do business include provisions that require us to indemnify our customers and other parties if they are subject to third-party claims that our product infringes their intellectual property rights. Any of the foregoing could have a significant adverse effect on our business, results of operations or financial condition.

Cyber-security incidents, including data security breaches or computer viruses, could harm our business by exposing us to various liabilities, disrupting our delivery of products and services and damaging our reputation

We rely extensively on information technology systems to operate our business. We receive, process, store and transmit, often electronically, confidential data of the Company and our customers, vendors, employees and others. Despite security measures, our facilities, systems and procedures, and those of our third-party service providers, may be vulnerable to security breaches,

ransomware, acts of vandalism, software viruses, misplaced or lost data, programming and/or human errors or other similar events. In particular, unauthorized access to our computer systems or stored data could result in the theft or improper disclosure of confidential or sensitive information, the deletion or modification of records or interruptions in our operations. Any such events, including those involving the misappropriation, loss or other unauthorized disclosure or use of confidential or sensitive information of the Company or of our customers, vendors, employees or others, whether by us or a third party, could subject us to civil and criminal penalties, expose us to liabilities, disrupt our delivery of products and services, and have a negative impact on our reputation. Any of these events could have a material adverse effect on our business, financial condition or results of operations.

Failure to protect our customers' intellectual property

We are exposed to the risk of having our customers' intellectual property, such as new product designs, being leaked to a third party. Any leak of our customers' intellectual property could result in penalties imposed by our customers by being excluded from new business for a period of time or in the termination of our business relationship and/or legal action commenced by our customers against us.

Our products are manufactured at a limited number of locations, and any manufacturing problems at a location could adversely affect our ability to meet our customers' orders

Our products are manufactured at a limited number of locations, principally, Wuxi, China and Quebec, Canada. If we experience manufacturing problems at a particular location, we would be required to transfer manufacturing to a backup location or supplier, which may be difficult in the short term, particularly because we often require the use of specialized equipment in our design and production processes. We would not have the capacity to manufacture enough antennas, satellite communications equipment or other products to fulfill orders if significant manufacturing issues (such as equipment failure, labour unrest or catastrophic loss due to force majeure events such as fires, floods, earthquakes, droughts, loss of power, weather conditions, acts of war, acts of terrorism, political unrest or epidemics or pandemics) were to arise at those facilities or in the areas or countries in which they are located and reduce, delay or prevent the production of our products. These issues could also adversely affect the supply of inputs (such as labour and materials) required to manufacture our products and the means to transport the products once manufactured. This could have a material adverse effect on our business, results of operations or financial condition. Manufacturing problems may also delay shipments, cause a production delay or stoppage for our customers, which may result in a decline in our sales, financial penalties and damage our customer relationships.

Our business, results of operations and financial condition could be adversely affected by an outbreak of contagious disease, such as the Covid-19 outbreak

Our business could be adversely affected by the effects of a widespread outbreak of contagious disease, including an outbreak of respiratory and other illnesses caused by Covid-19, resulting in lockdowns, quarantines, business closures and other restrictions. Any outbreak of contagious diseases, and other adverse public health developments, particularly in Asia or North America,

could have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to travel, temporary closures of our facilities or the facilities of our customers or suppliers and disruptions with our contract manufacturers. We may also see disruptions or delays in shipments and negative impacts to pricing of certain components of our products, which could affect sales. Further, any disruption to our customers, suppliers or contract manufacturers would impact our sales and operating results. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand for our end customers' products and negatively impact our operating results. The extent to which Covid-19 or any other contagious disease impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of a contagious disease and the actions to contain an outbreak or treat its impact, among others.

We outsource part of our operations to third parties, and the inability of those parties to meet our product specifications and schedules could harm our business and damage our customer relationships

We outsource part of the plating, stamping, machining, painting, injection and LDS requirements of our products to various subcontractors and therefore are subject to the risk that our subcontractors do not provide our customers with the quality and performance that they expect from our products. If we are unable to fulfill customer expectations, we may lose business opportunities, and our reputation could suffer. Quality or performance failures of our products or changes in our subcontract manufacturers' financial or business conditions could disrupt our ability to supply quality products to our customers and have a material and adverse effect on our business, results of operations or financial condition.

The selling prices of certain of our products in our markets historically have decreased over time and will likely continue to do so in the future, which could reduce our revenue and gross profits

Selling prices of technology products tend to decrease over time. The average sales prices for our products may decline for a variety of reasons, including competitive pricing pressures, a change in our mix of products, and anticipation of the introduction of new products. Furthermore, average sales prices for our products may decrease over product life cycles.

Our gross profit and financial results will suffer if we are unable to offset any reductions in our selling prices by reducing our costs, developing new or enhanced products on a timely basis with higher selling prices, or increasing our sales volumes. A decline in our selling prices in excess of our expectations may harm our business, results of operations or financial condition.

We expect gross margin to vary over time, and our level of gross margin may not be sustainable

Our level of gross margin may not be sustainable and may be adversely affected by numerous factors, including:

increased price competition;

changes in customer or product and service mix;
pricing pressure from our customers;
introduction of new products and manufacturing processes;
our ability to reduce production costs;
increases in material or labour costs;
increased warranty costs; and
commodification of products.

As a result of any of these or other factors, our gross margin may be adversely affected, which in turn could harm our business, results of operations or financial condition.

Seasonality in our business may impact our sales

We have historically experienced higher net sales in the third fiscal quarter compared to other quarters in our fiscal year due in part to the upcoming holiday season demand and due to the typical fourth quarter slowdown as wireless carriers limit changes to their networks in advance of the holiday season. Actual and anticipated timing of new product launches by our customers can also significantly impact the level of net sales in any particular quarter. However, neither historical seasonal patterns nor historical patterns of product introductions should be considered reliable indicators of our future net sales or financial performance.

Compliance with environmental matters and worker health and safety laws could be costly, and non-compliance with those laws could adversely affect our business, results of operations or financial condition

Some of our operations use substances regulated under various federal, provincial, state, local and other laws governing the environment and worker health and safety, including those governing the discharge of pollutants into the ground, air and water, the management and disposal of hazardous substances and wastes, and the cleanup of contaminated sites. Some of our products are subject to various laws governing chemical substances in electronic products. We could be subject to increased costs, fines, civil or criminal sanctions, third-party property damage or personal injury claims if we violate or become liable under any of these laws.

Product liability and warranties

We are exposed to potential product liability risks. Although we maintain product liability insurance and take precautions to avoid product liability claims, there can be no assurance that we will be able to avoid significant product liability exposure or that our insurance will provide adequate protection against potential claims. We also provide warranties on our products, requiring us to repair or replace defective products at our cost. If we experience a greater number of warranty claims than budgeted in the normal course, our gross margins could be negatively affected. In addition, product recalls, withdrawals or replacements of our products may harm our reputation and acceptance of our products by our customers, which may adversely affect our business, results of operations or financial condition. We have not experienced any material defects or recalls in the past several years.

Failures in our products or services or in the products or services of our customers or licensees, including those resulting from security vulnerabilities, defects or errors, could harm our business. Our products may contain defects or errors that are detected only when the products are in use. Further, manufacturing, testing, marketing and use of our products and those of our customers and licensees entail the risk of product liability. Because our products and services are responsible for critical functions in our customers' products and/or networks, security failures, defects or errors in our products or services could have an adverse impact on us, on our customers and/or on the end users of our customers' products. Such adverse impact could include product liability claims or recalls, write-offs of our inventories and/or intangible assets, unfavourable purchase commitments, a shift of business to our competitors, a decrease in demand for our products and services, damage to our reputation and to our customer relationships, and other financial liability or harm to our business. Further, security failures, defects or errors in the products of our customers or licensees that are unrelated to our products could have an adverse impact on our operating results due to a delay or decrease in demand for our products or services generally, and our premium-tier products in particular, among other factors.

Operating cash flow

For several years in the past (other than 2024), the Company has had negative cash from operating activities. If we incur negative cash from operating activities in future financial periods, we will need to use a portion of our cash reserves or utilize our bank credit facilities or seek additional sources of financing to fund our negative cash flow. There can be no assurance that additional or adequate financing will be available to the Company or, even if available, on reasonable terms. Failure to obtain such financing could result in delay or indefinite postponement of further development of the Company's business or result in the inability to service its debt and other obligations.

Risks Related to Doing Business Internationally

Our business is subject to the risks of international operations

We derive a significant portion of our revenue from our international operations. Compliance with applicable foreign laws and regulations, such as import and export requirements, anti-corruption laws, tax laws, foreign exchange controls and cash repatriation restrictions, data privacy requirements, environmental laws, labour laws, and anti-competition regulations, increases the costs of doing business in foreign jurisdictions. Although we have implemented policies and procedures to comply with these laws and regulations, a violation by our employees, representatives, contractors or agents could nevertheless occur.

We could also be significantly affected by other risks associated with international activities, including economic and labour conditions, increased duties, tariffs, taxes and other costs, trade disputes, political instability, and changes in the value of the US dollar and other foreign currencies relative to the Canadian dollar. Margins on sales of our products in foreign countries, and on sales of products that include components obtained from foreign suppliers, could be materially adversely affected by foreign currency exchange rate fluctuations and by international trade regulations, including duties, tariffs and anti-dumping penalties. We are also exposed to credit and

collectability risk on our trade receivables with customers in certain international markets. There can be no assurance that we can effectively limit our credit risk and avoid losses.

Foreign currency and interest rate fluctuation risks

We consolidate our financial results in Canadian dollars. Our material subsidiaries in China and the United States operate using U.S. dollars and their local currency. Accordingly, we are exposed to foreign currency risks related to the consolidation of our financial results in Canadian dollars. We are also vulnerable to foreign currency fluctuations in the value of the Canadian dollar relative to other currencies, such as the U.S dollar and the Chinese Yuan, which may impact our financial position and results of operations. In addition, we are exposed to general market fluctuations of interest rates.

We have not generally used derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. When we do use such hedging activities, it may not offset any or more than a part of the adverse financial effects of unfavourable movements in foreign exchange rates over the period of time the hedges are in place.

Regulatory risks

With our global operations, we are subject to the laws and regulations in the jurisdictions in which we operate.

By way of example, laws and regulations related to International Traffic in Arms Regulations (ITAR) in the United States control the import and export of defence related articles. Such regulations could include, among others, restrictions on the production, manufacture, distribution and use of certain products and components. Products are also subject to certification and regulation by governmental and standardization bodies. These certification processes can be extensive and time consuming, and could result in additional testing requirements, product modifications, and delays in product shipment dates, or preclude us from selling certain products.

Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent from jurisdiction to jurisdiction, further increasing the costs of compliance. This increases the costs of doing business, and any such costs, which may increase in the future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make our products and services less attractive to our customers, delay the introduction of new products in one or more jurisdictions, or cause us to change or limit our business practices. We have implemented policies and procedures designed to ensure compliance with these laws and regulations, but there can be no assurance that our employees, contractors or agents will not violate our policies and procedures designed to ensure compliance with such laws and regulations.

Our subsidiaries must hold various permits, licences and approvals authorizing their activities in the jurisdictions in which they operate. Although the Company believes that all are in good standing as of the date of this Annual Information Form, if renewals or new permits, business licenses or approvals are required and are not granted or are delayed, or if existing permits,

business licenses or approvals are revoked or substantially modified, it may materially affect our business.

Additional risks related to doing business internationally

As an international business, we are exposed to additional risks related to operating in foreign markets. We cannot predict the effect of various factors in the countries in which our suppliers, other contractors and our customers are located, including, among others:

uncertainties of foreign and international legal and regulatory regimes, and our cost of compliance, including those related to trade restrictions and tariffs, labour and employment laws, and environmental laws;
increased challenges in protecting and enforcing our intellectual property rights;
fluctuations in revenues, cash flow, operating margins and other financial measures due to currency exchange rate fluctuations;
changes in investment policies or shifts in political attitudes may prevent or hinder our business activities;
varying degrees of government regulations with respect to restrictions on production, price controls, foreign investment, bank lending, export controls, restrictions on repatriation of earnings, royalties and duties, income taxes, nationalization or expropriation of property or businesses;
increase and volatility in labour costs, particularly at our production facility in China;
the presence of corruption in certain countries;
political unrest, terrorism and economic instability;
limitations on repatriation of earnings and currencies;
increased complexity and costs of managing operations in China due to time zone differences, local language capabilities and cultural variances;
increased difficulties in, and costs of, enforcing contracts and collection of receivables; and
regional health issues which may result in economic and social dislocations, and supply chain disruptions, in foreign countries in the future.

Any of the foregoing or other factors associated with doing business abroad could have a material adverse effect on our business, financial condition or results of operations.

Changes in trade policy and tariffs

As an international business, we are also subject to government policies related to import and trade restrictions. As a result, we are exposed to risks associated with changing priorities of governments.

In addition, protectionist trade policies and changes in the political and regulatory environment in the jurisdictions in which we operate, such as tariffs and other trade barriers, retaliations to any such trade protection policies or measures, as well as potential changes to free trade arrangements, including any review of the United States-Mexico-Canada Agreement ("USMCA"), could affect our business, disrupt our supply chain and negatively impact our financial condition and results of operations.

In particular, in a series of executive orders signed by the President of the United States directing the United States to impose new tariffs on imports originating from Canada of 25% (other than energy or energy resources, for which a 10% tariff will apply) and from China of an additional 20% (and any new tariffs, retaliatory tariffs or other trade protectionist measures), as well as the threatened early termination or material changes to the USMCA, could have a material adverse effect on our business, particularly on sales by our Satcom business unit to its customers in the United States and could disrupt our supply chain. We are assessing various options to avoid or mitigate the effect of the tariffs, including, in the case of Satcom, a change in the structure and operation of its business, and other measures, so that its products remain competitive in the US market. The tariffs could result in delays or cancellations of existing orders and reduced new orders for Satcom’s products, impacting Satcom’s backlog and its revenue from reduced sales.

There can be no assurance (i) as to the timing or term of the existing tariffs or whether they will be lifted at all or (ii) that our efforts to avoid or mitigate the effect of the tariffs will be sufficient or adequate to counteract (in whole or in part) the potential negative financial or other impacts the tariffs may have on our business, and those impacts may be material.

Conditions in China may affect our business, results of operations and financial condition

Our subsidiary, Galtronics China, operates and has assets in China. As a result, we are vulnerable to the political, economic, legal and regulatory conditions affecting our business in China. The Chinese economy differs from the economies of most developed countries in a number of respects, including its structure, the level of government involvement, the level of development, the control of foreign exchange and the allocation of resources.

In order to carry on business operations in China, Galtronics China must be in possession of a valid business license. In order to maintain the business license, Galtronics China must remain in good standing following an annual review and inspection by the applicable regulatory authority. Although the Company believes that Galtronics China is in good standing as of the date of this Annual Information Form, if renewals, or new permits, business licenses or approvals required in connection with existing or new facilities or activities are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, our business may be adversely affected. If new standards are applied to renewals or new applications, it could prove costly to Galtronics China to meet any new level of compliance.

Galtronics China has certain land use rights in China. Under Chinese law, land use rights can be revoked in the public interest, although holders of such appropriated land use rights typically receive compensation.

The chops (corporate seal) of Galtronics China are essential to our ability to enter into contracts, conduct banking activities and undertake day-to-day corporate and business activities in China. Galtronics China uses four chops:

Company Chop - The Company Chop is used by the General Manager of Galtronics China and is required for the daily operations of Galtronics China. It represents the “signature”

of Galtronics China on documents such as contracts, purchase orders, supply orders, customs and import/export documents or employment agreements.

Legal Representative Chop - The Legal Representative Chop is evidence of the Legal Representative’s signature and may be substituted by the Legal Representative’s actual signature. Pursuant to Chinese law, the person holding the Legal Representative Chop has the power to act on behalf of Galtronics China. In order to bind Galtronics China, this chop must be used in conjunction with the Company Chop.
Contract Chop - The Contract Chop is used by the General Manager of Galtronics China as a substitute to the Company Chop on certain ordinary course agreements with customers and suppliers within the predetermined monetary authorization limit only.
Finance Chop - The Finance Chop is used on certain banking documents by the financial controller of Galtronics China. Pursuant to Chinese law and the policies of Galtronics China, it must be used to gain access the Galtronics China bank accounts.

Galtronics China has retained Jiangsu Ruilai Law Firm (the “Law Firm”) pursuant to a company stamp management agreement (the “Management Agreement”) which provides that the Law Firm will work to assist Galtronics China to manage and control the use of the chops. The Company has undertaken to Canadian Securities Regulatory Authorities that, if the Management Agreement is terminated or the Company appoints a new custodian, the Company will issue a press release and file a material change report in accordance with applicable securities laws.

Nevertheless, because of concerns over the custody of the chops and other risks associated with doing business in China, given the relative size of the Company’s business in China to the overall business, the Company provided an undertaking at the time of a public offering in 2016, which has since been renewed, to Canadian securities regulatory authorities that it will issue a press release and file a material change report in accordance with applicable securities laws if Galtronics China regains the significance it had to the Company at the time of the Company’s initial public offering in November 2013, which will occur (without limitation) upon (i) a significant portion of the Company’s cash balance being held in China at any given time, (ii) Galtronics China generating a majority of the Company’s revenues or (iii) the Company becoming dependent on Galtronics China for all or substantially all of its volume manufacturing requirements.

Difficulty in enforcement of judgments

We are a holding company. Several of our material subsidiaries and a significant portion of our assets are located outside of Canada. Accordingly, it may be difficult for investors to realize on judgments obtained against the Company, including judgments predicated on the civil liability provisions of applicable Canadian securities laws or otherwise. Consequently, investors may effectively be prevented from pursuing remedies against the Company under Canadian securities laws or otherwise. At the end of 2024, 73% of our cash and cash equivalents were held in Canada and the United States, with the balance of 27% held in China.

Some of our directors reside outside Canada. Investors are advised that it may not be possible to enforce judgments obtained in Canada against any person resident outside Canada.

Corruption and fraud

Our operations are governed by the laws of many jurisdictions, which generally prohibit bribery and other forms of corruption. We have policies against giving or accepting money or gifts in certain circumstances. Despite these policies, it is possible that we, or some of our employees or contractors, could be charged with bribery or corruption. If we are found guilty of such a violation, which could include a failure to take effective steps to prevent or address corruption by our employees or contractors, we could be subject to onerous penalties. A mere investigation itself could lead to significant corporate disruption, high legal costs and forced settlements (such as the imposition of an internal monitor). In addition, bribery allegations or bribery or corruption convictions could impair our ability to work with governments or non-governmental organizations. Such convictions or allegations could result in our formal exclusion from a country or area, national or international lawsuits, government sanctions or fines, project suspensions or delays, reputational impacts and increased investor concern.

Our operations and business could significantly be harmed by natural disasters

Our businesses and third-party contractors and suppliers are in locations where earthquakes and other natural disasters, such as floods and typhoons may occur. Although we maintain insurance for some of the damage that may be caused by natural disasters, our insurance coverage may not be sufficient to cover all our potential losses and may not cover us for lost business. As a result, a natural disaster in one of these locations could severely disrupt the operation of our business and have a material adverse effect on our financial condition or results of operations.

Shareholder Risks

Market prices of the Common Shares may be subject to volatility

The market price of the Common Shares has been and may be subject to volatility and wide fluctuations, resulting from a number of factors, including:

actual or anticipated changes or fluctuations in our operating results or longer-term prospects;
positive or negative recommendations or withdrawal of research coverage by securities analysts;
changes in the economic performance or market valuations of other companies, including OEMs, customers and competitors;
competition from new antenna, satellite and communications solutions providers or new technological innovations from competitors;
significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the Company or its competitors; and
public disclosures by third parties of trends, concerns or competitive developments, regulatory changes and other issues related to our industry or target markets.

No dividends

We do not anticipate paying cash dividends on the Common Shares in the foreseeable future. Our dividend policy will be reviewed from time to time by our board of directors in the context of our earnings, financial condition and other relevant factors.

Future issuances of equity securities could affect the market price of the Common Shares and dilute existing shareholdings.

We have issued and expect to continue to issue equity securities (including through the issuance of securities convertible into Common Shares, such as the Convertible Debentures) to finance our growth or operations, including to finance future acquisitions, or in order to improve our financial position. We cannot predict the size of future issuances or the effect (if any) such future issuances will have on the market price of the Common Shares. Issuances of equity securities, or the perception that such issuances could occur, including in relation to the Convertible Debentures (on conversion or on maturity or redemption) or on settlement of equity-related compensation, such as deferred share units or stock options, may adversely affect prevailing market prices for the Common Shares and will result in dilution to existing shareholders.

Controlling interest of our principal shareholder

Jeffrey C. Royer and an Associate (as that term defined in the Securities Act (Ontario)) and a company controlled by the Associate, 2385796 Ontario Inc. (the “Principal Shareholder” and, collectively, the “Principal Shareholder Group”), beneficially own and exercise control and direction over 109,253,526 Common Shares, representing approximately 72.2% of our Common Shares outstanding at the date of this Annual information Form. As a result, the Principal Shareholder Group has the ability effectively to control matters submitted to our shareholders for approval, including the election and removal of directors, amendments to our articles of incorporation and by-laws and the approval of any business combination. This may delay or prevent an acquisition of or by the Company or cause the market price of our Common Shares to decline. The interests of the Principal Shareholder Group may not in all cases be aligned with the interests of our other shareholders. In addition, the Principal Shareholder Group may have an interest in pursuing acquisitions, divestitures and other transactions that could enhance its equity investment, even though such transactions might involve risks to our other shareholders and may negatively affect the market price of the Common Shares.

Future sales of Common Shares by our directors, officers or Principal Shareholder Group

Subject to compliance with applicable securities laws, our directors, officers and the Principal Shareholder Group may sell some of or all their Common Shares. We cannot predict the effect (if any) such sales of Common Shares will have on the market price of the Common Shares prevailing from time to time. However, the future sale of a substantial number of Common Shares by any of them, or the perception that such sales could occur, could adversely affect prevailing market prices for the Common Shares.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Advantech Acquisition

The Company is both a plaintiff and defendant in various claims in Ontario arising out of the Advantech Acquisition.

In October 2018, as a result of an indemnity claim made by the Company, the Company received a payment from the escrow agent of approximately $1.8 million out of part of the cash purchase price being held in escrow pursuant to the terms of an "Escrow Agreement" that also governed the procedure for making indemnity claims against the escrowed funds. The escrow agent released the amount because SpaceBridge (formerly, Advantech Wireless Inc.) failed to object to the indemnity claim within the 30-day period prescribed by the Escrow Agreement.

In December 2018, SpaceBridge commenced an application in the Superior Court of Justice (Ontario) (the "Superior Court") to have the amount repaid to the escrow agent, principally on the equitable ground of relief from forfeiture. Later, in June 2022, SpaceBridge amended its application to assert that the Company had failed to comply with the notice provisions of the Escrow Agreement such that its claim against the escrow fund was invalid. In its decision, rendered in July 2023, the Superior Court found that the Company's claim against the escrow fund was not validly delivered in accordance with the notice provisions of the Escrow Agreement and therefore SpaceBridge's objections to the indemnity claim was not late because the 30-day period under the Escrow Agreement had never been triggered. In so doing, the Superior Court rejected the Company's argument that the amended application was made outside the prescribed limitation period of two years. As a result, the Superior Court ordered the Company to repay $1.8 million, together with interest calculated since December 2018 at the pre-judgment rate set pursuant to the Courts of Justice Act (Ontario), to the escrow agent (the "Order").

The Company then appealed the Order to the Court of Appeal for Ontario, which had the effect of staying the Order. In its decision in December 2024, the Court of Appeal dismissed the Company's appeal, upholding the Superior Court's decision ordering the Company to return $1.8 million, together with interest, to the escrow agent. The Order remains outstanding.

The Company has filed statements of claim in January and May 2019 against SpaceBridge for certain other indemnity obligations of SpaceBridge arising out of the Advantech Acquisition under the "Asset Purchase Agreement". The claims, in the aggregate, total approximately $7.2 million. SpaceBridge has filed statements of defence, as well as statements of counterclaim. In July 2019, SpaceBridge delivered multiple indemnity claims pursuant to the terms of the Advantech Acquisition, seeking to set off the amounts being claimed by the Company. The Company has contested the indemnity claims.

In June 2019, SpaceBridge filed an application asserting oppression, among other things, for unspecified amounts in relation to the earn-out under the terms of the Advantech Acquisition and for Common Shares in the Company for which set-off had been claimed by the Company. SpaceBridge alleges that Mr. Gelerman, a principal of SpaceBridge and a former director of the Company, was improperly denied from participating in the management of the Company, resulting

in a lower earn-out than the maximum potential amount of $6 million. The Asset Purchase Agreement provided that SpaceBridge would be entitled to an additional (earn-out) payment on account of the purchase price of between $750,000 and $3 million in each of 2018 and 2019 conditional on the purchased business achieving certain EBITDA targets in those years. The Company’s position is that the EBITDA targets were not met in either year, which is being contested by Spacebridge. The Company is opposing the objection and defending the other allegations. No date has been set for the application related to claims for compensation. The issue of whether the Company was entitled to assert set-off on the Common Shares was the subject of an appeal by the Company from a lower court ruling. In February 2021, the Ontario Court of Appeal found in favour of the Company, overturning the lower court’s decision and confirming that the Company is entitled to a right of set-off on the Common Shares. SpaceBridge applied for leave to appeal the ruling to the Supreme Court of Canada but the application was denied.

In January 2020, SpaceBridge filed a statement of claim claiming damages against the Company for various breaches of the Asset Purchase Agreement and two other agreements that were part of the Advantech Acquisition – a “Consulting Agreement” and a “Transitional Services Agreement”. These claims include the multiple indemnity claims previously made by SpaceBridge, as well as additional claims for breach of the two other agreements. The claims include loss of business opportunities, improper use of SpaceBridge’s books and records, unpaid rent on premises subleased from SpaceBridge as part of the Advantech Acquisition, diminution in the value of the Common Shares payable as part of the consulting fees under the Consulting Agreement and conversion of inventory after completion of the Advantech Acquisition. Where specified, the amount of damages claimed is at least $8.7 million.

The Company is unable to determine at this time whether it will be entitled to recover or required to pay any amounts related to these legal proceedings, other than the Order. In the case of the other claims, it has taken a reserve for certain rent amounts.

Alga Acquisition

Advantech is both a plaintiff and defendant in various claims in Quebec arising out of the Alga Acquisition.

In June 2019, the former shareholders of Alga (now Advantech) filed an application against the Company asserting that an event had occurred under the “Share Purchase Agreement” relating to the Alga Acquisition that triggered the payment of an earnout in the amount of $1 million. The Company does not agree that the payment has been triggered and is contesting the application. The application is scheduled for trial in November 2025.

In December 2020, a former employee of Alga filed an application against Alga asserting he had been constructively dismissed and claiming damages of approximately $543,000. Alga is opposing the application and has counter claimed against the former employee.

In May 2021, Alga made a separate claim against the former employee and others, claiming damages for approximately $2.1 million, alleging, among other things, a conspiracy to damage Alga’s business, wrongful interference with its economic relations, breach of fiduciary duty and

failure to pay rent. The defendants in the previous action then commenced (in June 2021) a separate proceeding against Alga and others claiming damages of approximately $449,000, including for abuse of proceedings, defamation and return of equipment. In July 2021, Alga and the others counter claimed against those defendants for abuse of proceedings. All these actions have now been joined in one proceeding, which has been scheduled for trial in early 2026.

Separately, in November 2023, Advantech brought an application in Superior Court in Montreal, Quebec seeking an injunction and damages against 12209454 Canada Inc. (cob as Nextt Microwave), a company controlled by Mr. Frank Panarello, a former employee of Alga, and against Mr. Perelshtein, also a former employee of Alga. The application alleges infringement of Advantech's intellectual property through the use of Advantech's drawings of certain of its proprietary products.

The Company is unable to determine at this time whether it will be entitled to recover or required to pay any amounts related to these legal proceedings. Accordingly, no provision has been recorded in respect of the claims or counter claims.

Other

The Company is also involved from time to time in other legal proceedings in the ordinary course of business. We believe that none of those proceedings in which we are currently involved or have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as described under "Related Party Transactions", during the three-year period ended December 31, 2024 and during the current year up to the date of this Annual Information Form, none of (i) the directors or executive officers of the Company, (ii) the shareholders who beneficially own, control or direct, directly or indirectly, more than 10% of the voting securities of the Company or (iii) any associate or affiliate of the persons referred to in (i) and (ii) had any material interest, direct or indirect, in any transaction or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Company.

Related Party Transactions

On May 26, 2023, the Principal Shareholder subscribed for 8,000,000 Common Shares at an issue price of $0.39 per share for proceeds of $3,120,000. On December 29, 2023, the Principal Shareholder subscribed for 68,000 10% Cumulative Redeemable Retractable Series A Preferred Shares of the Company at an issue price of $25.00 per shares for proceeds of $1,700,000.

In December 2023, the Company completed an offering (the "Rights Offering") of rights ("Rights") to acquire Common Shares. A total of 88,547,717 Rights were originally issued to shareholders of record of the Common Shares on November 21, 2023. Each Right entitled the holder of a Right to acquire one Common Share on payment of a subscription price of $0.19. Holders of Rights ultimately exercised 62,186,516 Rights to acquire an equal number of Common

Shares (of which the Principal Shareholder Group acquired 54,626,763 Common Shares), resulting in proceeds to the Company of approximately $11.8 million.

The Company retains the services of Mr. Jeffrey C. Royer to fulfill the position of Chairman of the Board of Directors and to provide related strategic leadership and guidance to the Board of Directors and management of the Company. As consideration for the services provided under the agreement, the Company has agreed to pay Mr. Royer an annual fee. The Company paid Mr. Royer $125,000 in each of 2022 and 2023 and nil in 2024. The Company subleases its head office premises from a company affiliated with the Principal Shareholder. The annual rent was $48,000 in 2022, $36,000 in 2023 and $23,585 in 2024.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Trust Company of Canada at its principal offices in Toronto, Ontario.

MATERIAL CONTRACTS

The Company has not entered into any material contracts during 2024 and up to the date of this Annual Information Form (other than those in the ordinary course of business) except for amendments dated June 5 and December 20, 2024 and February 27, 2025 to the Credit Agreement dated March 29, 2019 with respect to the revolving credit facility provided by Royal Bank of Canada.

INTERESTS OF EXPERTS

The Company’s auditor is RSM Canada LLP, Chartered Professional Accountants, Licensed Public Accountants. It has prepared an independent auditor’s report dated March 19, 2025, in respect of the Company’s consolidated financial statements with accompanying notes as at December 31, 2024 and December 31, 2023 and for the years ended December 31, 2024 and 2023. RSM Canada LLP has advised the Company that it is independent of the Company within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario.

ADDITIONAL INFORMATION

Additional information relating to the Company can be found under its profile on SEDAR+ at www.sedarplus.ca, including in its management information circular for its most recent annual meeting of shareholders that involved the election of directors, directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities and securities authorized for issuance under equity compensation plans, and in its audited consolidated financial statements and management’s discussion and analysis of financial position for its most recently completed financial year.

APPENDIX A

GLOSSARY OF TERMS

"4G" - fourth generation of cellular wireless standards.

"5G" - fifth generation of cellular wireless standards.

"Advantech" - Advantech Wireless Technologies Inc.

"Advantech Acquisition" - the acquisition by the Company of the radio frequency, terrestrial microwave and antenna equipment divisions of Advantech Wireless Inc., completed January 17, 2018.

"Alga" - Alga Microwave Inc., which amalgamated with Advantech in October 2021 to continue as Advantech Wireless Technologies Inc.

"Alga Acquisition" - the acquisition by the Company of all the shares of Alga, completed July 11, 2018.

"Common Shares" - the common shares of the Company.

"Convertible Debentures" - the 8.5% Convertible Unsecured Debentures of the Company.

"DAS" - distributed antenna system.

"EBITDA" - earnings before interest, tax, depreciation and amortization.

"Galtronics" - the business carried on by one or more of Galtronics China and Galtronics USA.

"Galtronics China" - Galtronics Electronics (Wuxi) Co., Ltd.

"Galtronics USA" - Galtronics USA, Inc.

"GaN" - Gallium Nitride.

"IFRS" - International Financial Reporting Standards.

"IoT" - the internet of things.

"LDS" - laser direct structuring, a manufacturing process in which an antenna design can be directly transferred onto the surface of an injection-molded structure through the use of a laser.

"MIMO" - multiple-input multiple-output.

"ODM" - original design manufacturer. An ODM (in contrast to an OEM) generally designs and produces a product to another company's specifications. Often, an ODM supplies a generic product which is then made available to other companies that apply their own brand to the product.

"OEM" - original equipment manufacturer. Typically, an OEM is a company that provides the components used in the product of another company, which then incorporates or rebrands those components into a new product under its own name for sale to the public or other end users as a reseller or service provider. Generally, OEMs focus on business-to-business sales. OEMs offer

market and design solutions to the reseller or service provider. OEMs generally design and build a product based on their own market analysis and to their own specifications.

"Principal Shareholder" - 2385796 Ontario Inc.

"Principal Shareholder Group" – collectively, Jeffrey C. Royer and an associate of Mr. Royer and 2385796 Ontario Inc.

"RF" - radio frequency.

"Satcom" the satellite communications line of business carried on by Advantech and its subsidiaries.

"smart" - self-monitoring, analysis, and reporting technology.

"SpaceBridge Inc. – formerly known as Advantech Wireless Inc.

"TSX" - Toronto Stock Exchange.

APPENDIX B
BAYLIN TECHNOLOGIES INC.
Audit Committee
Mandate

This mandate (the “Mandate”) sets out the purpose, composition, responsibilities and authority of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Baylin Technologies Inc. (the “Company”).

Purpose. The primary purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:

(a) financial reporting;

(b) the external auditors, including performance, qualifications, independence, and their audit of the Company’s financial statements;

(d) internal controls and disclosure controls;

(e) financial risk management; and

(f) related party transactions.

Composition and Membership

2.1 Members. The Board will appoint the members (the “Members”) of the Committee. The Members will hold office until their successors are appointed. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will automatically cease to be a Member on ceasing to be a director.

2.2 Independence. The Committee will be comprised of at least three directors. Subject to any exemption available under National instrument 52-110 – Audit Committees (“NI-52-110”), each Member must be independent, that is, free of any direct or indirect “material relationship” that could, in the Board’s view, reasonably interfere with the exercise of a Member’s independent judgment. A Member will be considered to have a material relationship with the Company if he or she falls into one of the categories listed in Schedule A – Material Relationships.

2.3 Financial Literacy. Subject to any exemption available under NI 52-110, each Member must be “financially literate” within the meaning of NI 52-110. NI 52-110 provides that a director will be considered “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

2.4 Skills and Experience. Each Member must have, to the satisfaction of the Board, sufficient skills or experience as is relevant and will contribute to the carrying out of the Mandate of the Committee.

2.5 Chair and Secretary. The Board will appoint one of the Members (who must be independent) to act as the chair of the Committee (the "Chair"). The corporate secretary of the Company (the "Secretary") will act as secretary of all meetings and will maintain minutes of meetings and deliberations of the Committee. If the Secretary is not in attendance at any meeting, the Committee will appoint another person who may, but need not, be a Member to act as the secretary of that meeting.

3. Meetings

3.1 Holding of Meetings. The Committee will hold its meetings at such times and places as the Chair may determine, but in any event at least four times in any year (and more frequently if circumstances require). The Committee is to meet in advance of the filing of the quarterly and annual financial statements in order to review and discuss the unaudited or (as applicable) audited financial results for the preceding quarter or (as applicable) the full year and the related management's discussion and analysis ("MD&A"). Members may attend meetings in person or by videoconference or telephone.

3.2 Meeting with Management and Auditors. The Committee will meet periodically with management, the external auditors and (if applicable) the internal auditors in separate sessions to discuss any matters that the Committee or each group believes should be discussed privately. The Committee will meet with the external auditors and (if applicable) the internal auditors in a separate session as part of each regularly scheduled meeting of the Committee at which the auditors are present.

3.3 Chair of Meetings. The Chair (if present) will act as the chair of meetings of the Committee. If the Chair is not present at a meeting, the Members in attendance may select one of their number to act as chair of the meeting.

3.4 Quorum and Voting. A majority of the Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chair will not have a deciding or casting vote in the case of an equality of votes. The Committee may also exercise its powers by written resolution signed by all the Members.

3.5 Guests. The Committee may require any person (including officers and employees of the Company) as it sees fit to attend its meetings, to report to the Committee and to take part in the discussion and consideration of the affairs of the Committee.

3.6 In Camera Meetings. The Committee should meet in camera without members of management in attendance for part of each meeting.

3.7 Meeting Agenda. In advance of each regular meeting of the Committee, the Chair, with the assistance of the Secretary, will prepare and distribute to the Members and others (as deemed

appropriate by the Chair) an agenda of matters to be addressed at the meeting, together with appropriate briefing materials. The Committee may require officers and employees of the Company to produce such information and reports as the Committee may deem appropriate in order for it to fulfill its duties.

4. Duties and Responsibilities

The Audit Committee has the following duties and responsibilities.

4.1 General Responsibilities.

(a) Create and maintain a Committee plan for the year.

(b) Review and assess this Mandate at least annually and refer its assessment and any proposed revisions to the Corporate Governance and Compensation Committee.

(d) Perform any other activities consistent with this Mandate and governing law, as the Committee or the Board deems necessary or appropriate.

4.2 Financial Reporting.

(a) Review and recommend to the Board for approval:

(i) the Company’s quarterly and annual financial statements and related MD&A and

(ii) all other financial statements that require approval by the Board, including financial statements for use in prospectuses or other offering or public disclosure documents and financial statements required by regulatory authorities.

(b) Review press releases of annual and interim profit or loss prior to their publication or release or filing with any governmental body.

(c) Determine that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from its financial statements (other than the public disclosures referred to in paragraph (b)), and periodically assess the adequacy of those procedures.

(d) Oversee the work of the external auditors engaged for the purpose of preparing or issuing an auditors’ report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditors regarding financial reporting.

(e) Before the release of annual and quarterly financial statements and related disclosures to the public, obtain confirmation from the Chief Executive Officer and Chief Financial Officer as to the matters addressed in the certifications required by the securities regulatory authorities.

(f) Review any litigation, claim or other contingency that could have a material effect on the financial statements.

(g) Review the external auditors’ judgments about the quality and appropriateness (and not just the acceptability) of the Company’s accounting principles and financial disclosure practices, as applied in its financial reporting.

(h) Review the status of significant accounting estimates and judgments and special issues (for example, major transactions, changes in the selection or application of accounting policies, impairments and other write-offs, off-balance sheet items, and the effect of regulatory and financial initiatives).

(i) Review and (if appropriate) approve major changes to the Company’s accounting principles and practices as suggested by management with the concurrence of the external auditors.

4.3 External Auditors.

(a) Recommend to the Board (i) the selection of the external auditors for the purpose of preparing an auditors’ report, or performing other audit, review or attest services, taking into consideration independence and effectiveness, and (ii) the fees and other compensation to be paid to the external auditors.

(b) Require, in accordance with applicable law, that the external auditors report directly to the Committee.

(c) Pre-approve all audit and non-audit services to be provided to the Company or its subsidiaries by the external auditors in a manner consistent with NI 52-110.

(d) Oversee the work and review the performance of the external auditors and approve any proposed termination of their appointment when circumstances warrant.

(e) Monitor the relationship between management and the external auditors, including reviewing any management letters or other reports of the external auditors.

(f) Discuss with the external auditors any (i) difference of opinion with management on material auditing or accounting issues and (ii) audit problems or difficulties experienced by the external auditors in performing the audit. Where there is a significant unsettled issue, assist in arriving at an agreed course of action for the resolution of the matter.

(g) Periodically consult with the external auditors without management present about significant risks or exposures, internal controls and other steps that management has taken to control such risks, and the completeness and accuracy of the Company’s financial statements.

(h) Review and discuss with the external auditors on an annual basis all significant relationships they have with the Company to determine their independence.

(i) Review and approve the Company’s hiring policies regarding partners and employees and former partners and employees of the external auditors (both current and former).

(j) Consider any matter required to be communicated to the Committee by the external auditors under applicable generally accepted auditing standards, applicable law and listing standards, including the auditors' report to the Audit Committee (and management's response to the report).

4.4 Monitoring Financial Matters, Internal Controls, Management Systems and Disclosure Controls.

(a) Oversee management’s review of the adequacy of the Company’s accounting and financial reporting systems, including with respect to the integrity and quality of the Company’s financial statements and other financial information.

(b) Oversee management’s review of the adequacy of the Company’s internal controls and management systems to safeguard assets from loss and unauthorized use and to verify the accuracy of the financial records.

(c) Oversee management’s disclosure controls and procedures regarding the Company’s financial information to confirm that the Company’s financial information that is required to be disclosed under applicable law or stock exchange rules is disclosed in a timely manner.

(d) Review any special audit steps adopted in light of material control deficiencies.

(e) Oversee procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

4.5 Risk Management.

Review management’s assessment and management of financial risk, including insurance coverage, and obtain the external auditors’ opinion of management’s assessment of significant financial risks facing the Company and how effectively such risks are being managed or controlled.

4.6 Related Party Transactions.

Review and pre-approve any proposed related party transaction and situation involving a potential or actual conflict of interest involving a director, member of executive management, or affiliate, of the Company that is not required to be dealt with by an “independent committee”, other than routine transactions and situations arising in the ordinary course of business, consistent with past practice.

4.7 Financial Legal Compliance.

(a) Review management’s monitoring of the Company’s systems in place to ensure that the Company’s financial statements, reports and other financial information disseminated to regulatory authorities and the public satisfy legal requirements.

(b) Review with legal counsel any legal matters that could have a significant effect on the Company’s financial statements.

(c) Review with legal counsel the Company’s compliance with applicable law and inquiries received from regulator authorities and governmental agencies to the extent they may have a material impact on the financial position of the Company.

4.8 Expense Accounts and Management Perquisites. Recommend to the Board policies and procedures with respect to directors' and executive management's expense accounts and management perquisites and benefits, including their use of corporate assets and expenditures related to executive travel and entertainment, and review the results of the procedures performed in these areas by the external auditors.

4.9 Disclosure of Audit Committee Function.

(a) Oversee the preparation of, and recommend to the Board, the disclosure of the Committee’s composition and responsibilities and how they were discharged as required to be published annually in the Company’s management information circular or annual information form as required by applicable law, including NI 52-110.

(b) Approve any other significant information relating to matters within this Mandate contained in the Company’s disclosure documents.

4.10 Legal Compliance.

(a) Oversee management’s compliance with laws with respect to the audit function and recommend to the Board any changes to the Company’s practices in these areas.

(b) Satisfy itself that management monitors significant trends in the area of financial reporting and evaluates their impact on the Company.

4.11 Investigations.

Direct and supervise the investigation into any matter brought to its attention and within the scope of this Mandate.

4.12 Other Duties.

Perform such other duties as may be assigned to the Committee by the Board or as may be required by applicable law or regulatory authorities or as the Committee may consider to be necessary or appropriate for the performance of its responsibilities and duties.

5. Reporting.

The Chair will report to the Board at each Board meeting on the Committee’s activities since the last Board meeting.

6. Access to Information and Authority.

6.1 Access.

The Committee will be entitled to unrestricted access to all information regarding the Company and its business that is necessary or desirable to fulfill its duties and all directors, officers and employees will be directed to co-operate as requested by Members.

6.2 Authority.

The Committee has the authority to retain, at the Company’s expense, independent legal, financial, compensation and other consultants, advisors and experts, to assist the Committee in fulfilling its duties and responsibilities, including sole authority to retain and to approve any such firm’s fees and other retention terms without prior approval of or notice to the Board. The Committee also has the authority to communicate directly with the external auditors and (if applicable) the internal auditors.

6.3 Special Authority of Chair.

In circumstances where it is not practicable for the Committee to meet or convene in a timely manner to consider any matter, and the matter is urgent, the Chair will

be entitled to exercise (on behalf of the Committee) the authority of the Committee as set out in this Mandate. The Chair will advise the other Members of any authority exercised or other action taken as soon as practicable after exercising any such authority or taking any such action.

6.4 Extended Meaning of Company. References in this Mandate to the "Company" include (where the context requires) its subsidiaries.

Review of Mandate. The Committee will review and assess the adequacy of this Mandate annually and recommend any changes to the Board for its consideration.

April 2022

Schedule A

Deemed Material Relationships

Section 1.4 of NI 52-110 provides that the following individuals are considered to have a “material relationship” with the Company (as issuer) and, as such, would not be considered independent:

(a) an individual who is, or has been within the last three years, an employee or executive officer of the issuer;

(b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;

(i) is a partner of a firm that is the issuer's external auditor,

(ii) is an employee of that firm, or

(iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

(d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:

(i) is a partner of a firm that is the issuer's external auditor,

(ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or

(iii) was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;

(e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and

(f) an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12-month period within the last three years.

Despite paragraphs (a) to (f), an individual will not be considered to have a material relationship with the Company solely because the individual or his or her immediate family member (i) has previously acted as an interim chief executive officer of the issuer, or (ii) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.

Section 1.5 of NI 52-110 provides that, despite any determination made under section 1.4 of NI 52-110, any individual who

(a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee, or

(b) is an affiliated entity of the issuer or any of its subsidiary entities,

is considered to have a material relationship with the issuer.

For the purpose of determining whether there is a “material relationship”, the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by:

(a) an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or

(b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.

For the purposes of determining whether there is a “material relationship”, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.”

For purposes of determining whether or not a member has a material relationship with the Company, the following terms apply:

“affiliated entity” - a person or company is considered to be an affiliated entity of another person or company if (a) one of them controls or is controlled by the other or if both persons or companies are controlled by the same person or company, or (b) the person is an individual who is (i) both a director and an employee of an affiliated entity, or (ii) an executive officer, general partner or managing member of an affiliated entity;

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization;

“control” means the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise, except that an individual will not be considered to control a company if the individual owns, directly or indirectly, ten per cent or less of any class of voting securities of such company and is not an executive officer of such company;

“executive officer” of an entity means an individual who is (a) a chair of the entity; (b) a vice-chair of the entity; (c) the president of the entity; (d) a vice-president of the entity in charge of a principal

business unit, division or function including sales, finance or production; (e) an officer of the entity or any of its subsidiary entities who performs a policymaking function in respect of the entity; or (f) any other individual who performs a policymaking function in respect of the entity;

“immediate family member” means an individual’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother- or sister-in-law, and anyone (other than an employee of either the individual or the individual’s immediate family member) who shares the individual’s home;

“person” means an individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative; and

“subsidiary entity” means a person or company is considered to be a subsidiary entity of another person or company if it is controlled by (i) that other, or (ii) that other and one or more persons or companies each of which is controlled by that other, or (iii) two or more persons or companies, each of which is controlled by that other; or (b) it is a subsidiary entity of a person or company that is the other’s subsidiary entity.

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Baylin Technologies Inc. — Annual Report 2024

47166_rns_2025-03-20_38374c6a-2376-4fbf-8371-8a82b84c4ebc.pdf

TABLE OF CONTENTS

Explanatory Notes

Background and Corporate Structure

Business of the Company

Dividends and Dividend Policy

Capital Structure

Market for Securities

Directors and Executive Officers

Audit Committee Information

Risk Factors

EXPLANATORY NOTES

Forward-Looking Information and Statements

Trademarks, Business Names and Service Marks

Presentation of Financial Information

Non-IFRS Measures

BACKGROUND AND CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

Business of Baylin

Galtronics

Satellite Communications

Financings

Mobile and Network Business Line

BUSINESS OF THE COMPANY

Galtronics

Industry

Primary Lines of Business

Embedded Antenna

Wireless Infrastructure

Competition

Embedded Antenna

Wireless Infrastructure

Key Competitors

Competitive Strengths

Research and Development

Products

Antennas for Embedded Antenna

Antennas for Wireless Infrastructure

Manufacturing

Sales and Marketing

Employees

Global Platform and Facilities

Wuxi Property, China

Satellite Communications

Industry

Primary Lines of Business

Competition

Competitive Strengths

Research and Development

Products

Sales and Marketing

Employees

Facilities

Intellectual Property

DIVIDENDS AND DIVIDEND POLICY

CAPITAL STRUCTURE

Common Shares

Preferred Shares

Series A Preferred Shares

Advance Notice Requirements for Director Nominations

MARKET FOR SECURITIES

Trading Price and Volume

Common Shares

Convertible Debentures

Prior Sales

Stock Options

DIRECTORS AND EXECUTIVE OFFICERS

Directors

Executive Officers

Ownership of Common Shares

Cease Trade Orders and Bankruptcies

Penalties or Sanctions

Conflicts of Interest

AUDIT COMMITTEE INFORMATION

Audit Committee and Audit Committee Mandate

External Auditor Fees

RISK FACTORS

Baylin Technologies Inc. Annual Report 2024