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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 22, 2021

MARCH 12, 2021

March 12, 2021

Dear Shareholder:

On behalf of the board of directors and management of Haivision Systems Inc. (“ Haivision ”), we are pleased to invite you to our annual meeting of shareholders, which will be held on Thursday, April 22, 2021 at 2:00 p.m. (Montréal time) (the “ Meeting ”).

In light of the coronavirus outbreak (COVID-19), out of concern for the health and wellbeing of our shareholders, employees and other stakeholders, and the public health protocols that federal, provincial, and local governments have imposed, we will hold our Meeting in a virtual only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/225639550, password: haivision2021 (case sensitive). Shareholders will have an equal opportunity to attend the Meeting online regardless of their geographic location.

The notice of Meeting (the “ Notice ”) and related materials are enclosed. The management information circular (the “ Circular ”) describes the business to be conducted at the Meeting and contains information on our governance practices and our approach to executive compensation. We hope that you take the time to review these meeting materials and that you exercise your vote. Whether or not you plan to attend the Meeting, we encourage you to vote promptly, in advance of the Meeting. In the Circular, you will find important information and detailed instructions about how to participate at the Meeting online and vote on the business to be conducted at the Meeting.

The Meeting is an opportunity to listen to and ask questions of the people who are responsible for the performance of Haivision. The webcast of the Meeting will be archived on our website following the Meeting.

We thank you for your continued support of Haivision and look forward to your attendance at this year’s meeting.

Yours truly,

/s/ Miroslav (Mirko) Wicha Chairman, President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual meeting (the “ Meeting ”) of holders of common shares (the “ Shareholders ”) in the capital of Haivision Systems Inc. (“ Haivision ”) will be held in a virtual only format on April 22, 2021 at 2:00 p.m. (Montréal time), for the following purposes:

(a) to receive the audited consolidated financial statements of Haivision for the financial year ended October 31, 2020, together with the report of the auditor thereon;
(b) to elect the directors of Haivision for the ensuing year;
(c) to appoint the auditor of Haivision for the ensuing year and to authorize the directors of Haivision to fix the remuneration of such auditor; and
(d) to transact such other business as may properly be brought before the Meeting.

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/225639550, password: haivision2021 (case sensitive). Registered Shareholders and duly appointed proxyholders will be able to attend, ask questions and vote at the Meeting online following the instructions in the management information circular dated March 12, 2021 (the “ Circular ”). Non-registered Shareholders who have not duly appointed and registered themselves as proxyholder will be able to attend the Meeting virtually as guests, but guests will not be able to vote or ask questions at the Meeting. The Circular contains further details and instructions about virtual participation.

The record date for determination of those Shareholders entitled to receive notice of and vote at the Meeting is the close of business on March 11, 2021.

Registered Shareholders may attend the Meeting virtually or may be represented by proxy. Registered Shareholders may vote by proxy by (i) by submitting a dated and signed form of proxy by mail, fax and/or hand delivery by delivering a form of proxy to Computershare Investor Services Inc. (“ Computershare ”) located at 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario, M5J 2Y1, Canada, (ii) by telephone by calling the number located on the form of proxy (you will need to provide your 15-digit control number located on the form of proxy) or (iii) on the internet by visiting www.investorvote.com (you will need to provide your 15-digit control number located on the form of proxy and click Submit), in each case (a) no later than 2:00 p.m. (Montréal time) on April 20, 2021 or (b) if the Meeting is adjourned or postponed, no less than 48 hours (excluding Saturdays, Sundays and statutory holidays in the Province of Québec) immediately before the beginning of any reconvened Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Meeting at his discretion without notice. For additional information regarding voting, appointing a proxyholder and attending and voting at the Meeting online, see the instructions in the Circular.

If you are a non-registered Shareholder (for example, if you hold your shares in an account with a securities broker, bank, dealer, trust company or other intermediary) and receive these materials from your intermediary or Haivision’s transfer agent, Computershare, please complete and return the voting instruction form or the form of proxy provided to you by your intermediary or Computershare in accordance with the instructions provided to you by such intermediary or Computershare. Your nominee may have different and earlier deadlines.

Dated at Montréal, Québec, this 12[th] day of March, 2021.

BY ORDER OF THE BOARD

(signed) “Miroslav (Mirko) Wicha”

Chairman, President and Chief Executive Officer

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GENERAL PROXY INFORMATION ......................................................................................................................... 1 Solicitation of Proxies ............................................................................................................................................... 1 Voting Process........................................................................................................................................................... 1 Registered Shareholders ........................................................................................................................................ 2 Non-Registered Shareholders................................................................................................................................ 3 Appointment of Proxyholders ................................................................................................................................... 4 Voting by Proxyholder .............................................................................................................................................. 5 Revocation of Proxies ............................................................................................................................................... 5 Notice and Access ..................................................................................................................................................... 5 Inquiries with Havision’s Transfer Agent ................................................................................................................. 6 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ................................................ 7 Voting Securities ....................................................................................................................................................... 7 Principal Holders of Shares ....................................................................................................................................... 7 MATTERS TO BE ACTED UPON AT THE MEETING ............................................................................................ 7 Purpose of the Meeting.............................................................................................................................................. 7 Receiving the Financial Statements ........................................................................................................................... 8 Election of Directors ................................................................................................................................................. 8 General .................................................................................................................................................................. 8 Nominees to be Elected ......................................................................................................................................... 8 Director Ownership ................................................................................................................................................. 12 Cease Trade Orders and Bankruptcies .................................................................................................................... 12 Penalties or Sanctions .............................................................................................................................................. 13 Meeting Attendance ................................................................................................................................................ 13 Appointment of Auditor .......................................................................................................................................... 13 Audit Committee Information ............................................................................................................................. 13 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON ........................................................ 13 EXECUTIVE COMPENSATION ............................................................................................................................... 14 Overview ................................................................................................................................................................. 14 Compensation-Setting Process ............................................................................................................................ 14 Principal Elements of Compensation ...................................................................................................................... 15 Base Salaries ....................................................................................................................................................... 15 Cash Bonuses ...................................................................................................................................................... 15 Long-term Incentives .......................................................................................................................................... 15 Compensation Risk Management ....................................................................................................................... 15 LTIP .................................................................................................................................................................... 16 Stock Options ...................................................................................................................................................... 16 Restricted Share Units ......................................................................................................................................... 17 Performance Share Units .................................................................................................................................... 17 Restricted Shares ................................................................................................................................................. 17 Deferred Share Units ........................................................................................................................................... 17 Other Share-Based Awards ................................................................................................................................. 17 Summary Compensation Table ............................................................................................................................... 20 Employment Agreements, Termination and Change of Control Benefits ............................................................... 21 General ................................................................................................................................................................ 21 Termination with Cause ...................................................................................................................................... 21 Voluntary Resignation ........................................................................................................................................ 21 Death ................................................................................................................................................................... 21 Disability ............................................................................................................................................................. 21 Termination Without Cause ................................................................................................................................ 22 Change of Control Provisions ............................................................................................................................. 22

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ........................... 23

DIRECTOR COMPENSATION ................................................................................................................................. 23 GOVERNANCE PRACTICES ................................................................................................................................... 23 Overview ................................................................................................................................................................. 23 Composition of our Board and Board Committees ................................................................................................. 23 Chair of the Board ............................................................................................................................................... 24 Lead Director ...................................................................................................................................................... 24 Director Independence ........................................................................................................................................ 24 Meetings of Independent Directors and Conflicts of Interest ............................................................................. 24 Majority Voting Policy ....................................................................................................................................... 24 Director Term Limits and Other Mechanisms of Board Renewal ....................................................................... 25 Mandate of our Board ......................................................................................................................................... 25 Orientation and Continuing Education ................................................................................................................ 25 Code of Business Conduct .................................................................................................................................. 26 Committees of our Board ........................................................................................................................................ 26 Audit Committee ................................................................................................................................................. 26 Nominating and Governance Committee ............................................................................................................ 27 Compensation Committee ................................................................................................................................... 28 Diversity .................................................................................................................................................................. 29 Disclosure, Confidentiality and Trading Policy ...................................................................................................... 30 Whistleblower Policy .............................................................................................................................................. 30 Directors’ and Officers’ Liability Insurance ........................................................................................................... 30 INDEBTEDNESS OF DIRECTORS AND OFFICERS ............................................................................................. 31 INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ........................................................ 31 ADDITIONAL INFORMATION................................................................................................................................ 31 DEADLINE FOR PROPOSALS FOR NEXT ANNUAL MEETING ........................................................................ 31 APPROVAL AND CERTIFICATION ....................................................................................................................... 32 APPENDIX A BOARD CHARTER ......................................................................................................................... A-1

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MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by the management of Haivision Systems Inc. (the “ Company ”) for use at the annual meeting (the “ Meeting ”) of the holders of common shares in the capital of Haivision on April 22, 2021 at 2:00 p.m. (Montréal time), and at any adjournment or postponement thereof, for the purposes set forth in the notice of annual meeting of shareholders (the “ Notice ”). The Meeting will be held in a virtual format, which will be conducted via live audio webcast online at https://web.lumiagm.com/225639550 password: haivision2021 (case sensitive).

In this Circular, references to the “ Company ”, “ Haivision ”, “ we ” and “ our ” refer to Haivision Systems Inc., a corporation governed by the Canada Business Corporations Act (the “ CBCA ”). “ Shares ” means, collectively, the common shares in the capital of the Company. “ Shareholders ” means, collectively, the holders of Shares.

Unless otherwise specified, all information in this Circular is current as of March 12, 2021. All references to “$” or dollars are to Canadian dollars.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This solicitation will be made primarily by sending proxy materials to Shareholders by mail and, in relation to the delivery of this Circular, by posting this Circular on the internet at http://www.envisionreports.com/Haivision2021 and under Haivision’s SEDAR profile at www.sedar.com pursuant to the notice-and-access procedures under applicable Canadian securities laws. See “Notice and Access” below for further information. Proxies may also be solicited personally, by advertisement, by telephone, by directors, officers or employees of Haivision or by any other means management may deem necessary. The cost of solicitation will be borne by Haivision and is expected to be nominal.

Copies of the Company’s current annual information form (“ AIF ”) as well as the consolidated financial statements of the Company for the year ended October 31, 2020 and 2019, together with the auditor’s report thereon and the related management’s discussion and analysis (“ MD&A ”), are available on the internet at www.haivision.com and on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) website at www.sedar.com.

Voting Process

Shareholders and duly appointed persons (who need not be a Shareholder) named in the duly completed, dated and signed form of proxy (the “ Proxyholders ”) may virtually attend the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone, and the meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins.

Shareholders and duly appointed Proxyholders attending the Meeting online must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is the Shareholder’s and duly appointed Proxyholder’s responsibility to ensure that they remain connected for the duration of the Meeting. Registered Shareholders and duly appointed Proxyholders wishing to attend the Meeting online should allow ample time to check in. Online check-in will begin one hour prior to the Meeting on April 22, 2021, at 2:00 p.m. (Montréal time).

Haivision’s transfer agent, Computershare, counts and tabulates the proxies and the votes.

The voting process differs depending on whether the Shareholder is a registered Shareholder or a non-registered Shareholder. A Shareholder is a registered Shareholder if he, she or it holds Shares registered in his, her or its name. A Shareholder is a non-registered Shareholder if he, she or it holds Shares that are registered in the name of an intermediary (such as a bank, trust company, securities dealer or broker, or director or administrator of a selfadministered RRSP, RRIF, RESP, TFSA or similar plan) or a depositary (such as CDS Clearing and Depositary Services Inc.) of which the intermediary is a participant.

Registered Shareholders

If you are a registered Shareholder, you may vote before or at the Meeting. All Shareholders are strongly encouraged to vote before the Meeting.

Registered Shareholders Voting before the Meeting

Before the Meeting, a registered Shareholder may vote by submitting a proxy in any of the ways set out below:

On the Internet: A registered Shareholder can complete a proxy by visiting www.investorvote.com and click Submit. You will need to provide your 15-digit control number located on the form of proxy.
By Telephone: A registered Shareholder can complete the proxy by telephone by calling the number located on the form of proxy. You will need to provide your 15-digit control number which is located on the form of proxy.
By Mail or Hand Delivery: A registered Shareholder can complete the proxy and deliver it in the envelope provided by mail to Computershare Investor Services Inc. located at 100 University Avenue, 8th Floor, North Tower, Toronto, Ontario M5J 2Y1 Canada.

Forms of proxy must be received as soon as possible by Computershare Investor Services Inc. (“ Computershare ”), and, in any event, not later than 2:00 p.m. (Montréal time) on April 20, 2021, or if the Meeting is adjourned or postponed, no less than 48 hours (excluding Saturdays, Sundays and holidays in the Province of Québec) immediately before the beginning of any reconvened Meeting (any such deadline at 2:00 p.m. on April 20, 2021 or other time being no less than 48 hours before the beginning of the Meeting, the “ Proxy Deadline ”).

Notwithstanding the specified Proxy Deadline for the deposit of completed, dated and signed forms of proxy, the Company reserves the right to accept late proxies, and the Chair of the Meeting may waive the Proxy Deadline with or without notice if he or she deems it advisable to do so. However, the Company and the Chair of the Meeting are under no obligation to accept or reject any particular late form of proxy or waive the Proxy Deadline.

Registered Shareholders Voting at the Meeting

Registered Shareholders and duly appointed Proxyholders wishing to attend and to vote virtually at the Meeting should not complete or return the form of proxy and should instead follow these steps:

Log into https://web.lumiagm.com/225639550 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Click on “I have a control number”.
Enter your 15-digit Control Number as your username (on your proxy form).
Enter the Password: haivision2021 (case sensitive).

Registered Shareholders who currently plan to attend the Meeting should consider voting their Shares in advance so that their vote will be counted if they later decide not to attend the Meeting. Registered Shareholders should note that if they participate and vote on any matter at the virtual Meeting, they will revoke any previously submitted proxy. Haivision encourages all Shareholders to vote their Shares in advance of the Meeting.

Non-Registered Shareholders

The following information is of significant importance to Shareholders who do not hold Shares in their own name. Non-registered Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered Shareholders (those whose names appear on the records of the Company as the registered holders of Shares) or as set out in the following disclosure.

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker (an “ intermediary ”). In the United States and Canada, the vast majority of Shares are registered under the name CDS & Co., which is the registration name for The Canadian Depositary for Securities Limited which acts as nominee for many Canadian brokerage firms.

Intermediaries are required to seek voting instructions from non-registered Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instruction.

There are two kinds of non-registered Shareholders, namely those who object to their name being made known to the issuer of securities which they own (called “ Objecting Beneficial Owners ”) and those who do not object (called “ Non-Objecting Beneficial Owners ”).

If you are a non-registered Shareholder, you received shareholder meeting materials and a voting instruction form from your intermediary or its agent, and your intermediary is required to seek your instructions as to the manner in which to exercise the voting rights attached to your Shares. The Company is paying for intermediaries to deliver to Objecting Beneficial Owners and Non-Objecting Beneficial Owners a notice of availability of the proxy materials for the Meeting and, as applicable, a form of proxy or a voting instruction form (the “ Notice Package ”). The voting instruction form that is sent to a non-registered Shareholder by the intermediary or its agent should contain an explanation as to how you can exercise the voting rights attached to your Shares, including how to attend and vote directly at the Meeting. Please provide your voting instructions to your intermediary as specified in the enclosed voting instruction form.

In all cases, non-registered Shareholders should follow the instructions of their intermediary carefully to ensure that their Shares are voted at the Meeting.

Non-Registered Shareholders Voting Before the Meeting

Non-registered Shareholder who wish to vote before the Meeting may vote by any of the following means:

On the Internet: A non-registered Shareholder can go to the website indicated on his, her or its voting instruction form and follow the instructions on the screen. The Shareholder will need the 16-digit control number found on his, her or its voting instruction form.
By Telephone: A non-registered Shareholder can call the number located on such Shareholder’s voting instruction form, if any. The Shareholder will need the 16-digit Control Number found on his, her or its voting instruction form.
By Mail: A non-registered Shareholder can complete the voting instruction form as directed and return it in the business reply envelope provided to the Shareholder by the applicable cut-off date and time.

Non-Registered Shareholders Voting at the Meeting

Non-registered Shareholders wishing to attend and to vote at the Meeting online or appoint a person (who need not be a Shareholder) to attend and act on such Shareholders’ behalf should instead follow these steps:

Ahead of the Meeting, appoint yourself or the desired person to act on your behalf as a Proxyholder. This step is necessary because Haivision and its transfer agent, Computershare, may not have a record of the non-registered Shareholders and as a result, may not have knowledge of your shareholdings or entitlement to vote, unless you appoint yourself or the desired person to act on your
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behalf as a Proxyholder. In most cases, the non-registered Shareholder can appoint themselves as Proxyholder by filling in his, her or its name in the space provided for designating a proxy on the voting instruction form sent by such Shareholder’s intermediary or the intermediary’s agent, as applicable, and following the execution and return instructions provided by such Shareholder’s intermediary or intermediary’s agent, as applicable. It is not necessary to otherwise complete the voting instruction form, as the Shareholder will be voting at the Meeting.

Ahead of the Meeting, register with Computershare. A non-registered Shareholder must register themselves or the appointed Proxyholder with Computershare by visiting http://www.computershare.com/Haivision and completing the registration procedure on or before the Proxy Deadline. Computershare will ask for the non-registered Shareholder’s or appointed proxyholder’s contact information and will send such Shareholder or appointed Proxyholder a user ID number (i.e., the Control Number) via email shortly after this deadline.
On the date of the Meeting, log into https://web.lumiagm.com/225639550 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Then, click on “I have a control number”.
Then, enter your user ID number (i.e., the Control Number), which Computershare will have provided to you by email and enter the password: haivision2021 (case sensitive).

Notwithstanding the foregoing, non-registered Shareholders located in the United States that wish to attend and vote at the virtual Meeting generally must first obtain a valid legal proxy from their intermediary and will have to submit such legal proxy to Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 or email at [email protected]. For further details, a Shareholder should contact his, her or its intermediary directly. Additionally, requests for registration from non-registered Shareholders located in the United States that wish to attend and vote at the Meeting online must be deposited with Computershare by visiting http://www.computershare.com/Haivision on or before April 20, 2021 at 2:00 p.m. Once such legal proxy is deposited with Computershare in accordance with these instructions, such Shareholder should receive from Computershare a user ID number (i.e., the Control Number) via email shortly after this deadline and may then proceed with following instructions 3 to 5 above

If you are a non-registered Shareholder and received a voting instruction form from your intermediary, you will need to give your voting instructions to your intermediary, so you should allow sufficient time for your intermediary to receive them. Each intermediary has its own deadline, so non-registered Shareholders will need to follow the instructions on the voting instruction form.

Appointment of Proxyholders

Signing a form of proxy gives authority to the individuals named in the form of proxy, namely Miroslav (Mirko) Wicha, chair of our board of directors (“ Board ”), and Dan Rabinowitz, our Chief Financial Officer. Both of these individuals will vote FOR each of the matters to be acted upon at the Meeting. If you are a Shareholder entitled to vote at the virtual Meeting, you have the right to appoint a person other than either of the persons designated in the form of proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the virtual Meeting. You may do so by inserting the full name of that other person in the blank space provided in the form of proxy, and dating and submitting the form of proxy.

If you appoint a non-management Proxyholder, please make sure they are aware of such appointment and ensure they will attend the virtual Meeting in order for your vote to count. Registering a Proxyholder is an additional step Shareholders will need to complete after submitting a form of proxy or voting instruction form. Failure to register a Proxyholder will result in the Proxyholder not receiving a control number or username to participate in the Meeting. To register a Proxyholder, Shareholders must (i) visit http://www.computershare.com/Haivision not later than 2:00 p.m. (Montréal time) on April 20, 2021 and complete the registration procedures, or if the Meeting is adjourned or postponed, no less than 48 hours (excluding Saturdays, Sundays and holidays in the Province of Québec) immediately before the beginning of any reconvened Meeting, provide Computershare with their Proxyholder’s contact information so that Computershare may provide the proxyholder with a username via email. After the

procedure for registering the non-management Proxyholder is complete, Computershare will provide the Proxyholder by email with a username. Without a control number or username, Proxyholders will not be able to vote online at the Meeting.

If your Shares are registered in more than one name, all registered persons must sign the form of proxy. If your Shares are registered in a company’s name or any name other than your own, you may be required to provide documents proving your authorization to sign the form of proxy for that company or name. For any questions about the proper supporting documents, contact Computershare before submitting your form of proxy.

Voting by Proxyholder

The Proxyholder will vote for or against or withhold from voting the Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly.

If no voting instructions are given, then your Proxyholder may vote your Shares as he or she sees fit.

If you appoint the management proxyholders named on the Form(s) of Proxy, who are representatives of Haivision, and do not specify how they should vote your Shares, then your Shares will be voted FOR each of the matters referred to in the form(s) of proxy.

The form of proxy confers discretionary authority on the Proxyholders with respect to any amendments or variations of the matters identified in this Circular or any other matters which may properly come before the Meeting. As of the date hereof, our management is not aware of any such amendment, variation or other business that may come before the Meeting. If, however, such amendments, variations or other matters do properly come before the Meeting or any adjournment or postponement thereof, the Shares represented by the form of proxy will be voted at the discretion of the Proxyholder.

Proxies returned by intermediaries as “non-votes” on behalf of Shares held in the name of such intermediary, because the beneficial Shareholder has not provided voting instructions and the intermediary does not have the discretion to vote such Shares, will be treated as present for purposes of determining a quorum but will not be counted as having been voted in respect of any such matter. As a result, such proxies will have no effect on the outcome of the vote.

Revocation of Proxies

If a registered Shareholder has submitted a proxy, such Shareholder may revoke it (a) by an instrument in writing executed by the Shareholder or such Shareholder’s personal representative authorized in writing or if the Shareholder is a corporation under its corporate seal or by an officer or attorney thereof, duly authorized, indicating the capacity under which such officer or attorney is signing and deposit with Computershare as described above not later than 2:00 p.m. (Montréal time) on April 20, 2021, which is the second last business day preceding the date of the Meeting at which the proxy is to be used, (b) by a duly executed and deposited proxy as provided herein bearing a later date or time than the date or time of the proxy being revoked, or (c) as permitted by law. Registered Shareholders may also attend and vote virtually at the Meeting, and if they do so, any voting instructions they previously gave for their Shares will be revoked and disregarded.

A revocation of a form of proxy will not affect a matter on which a vote is taken before the revocation.

Only registered Shareholders have the right to revoke a proxy in the above manner. Non-registered Shareholders who wish to change their voting instructions must, in sufficient time in advance of the Meeting, contact their broker or agent in order to revoke their voting instructions and/or provide new voting instructions.

Notice and Access

Issuers have the option of using the notice-and-access procedures adopted by the Canadian Securities Administrators (“ Notice and Access ”) for the delivery of management information circulars and proxy-related materials to their securityholders by providing their securityholders with notice of their availability and access to these documents online.

As permitted by the Canadian Securities Administrators and pursuant to an exemption from the management proxy solicitation requirement received from the Director appointed under the CBCA, Haivision has adopted Notice and Access for this Meeting, because it allows for the reduction of printed paper materials. Notice and Access is consistent with Haivision’s philosophy towards sustainable growth and will reduce costs associated with Shareholder meetings. Instead of mailing the Circular to Shareholders, Haivision has posted this Circular on the internet at http://www.envisionreports.com/Haivision2021 and under its SEDAR profile at www.sedar.com.

With respect to registered Shareholders, Haivision has sent, through its transfer agent, the Notice Package to all registered Shareholders informing them that this Circular is available online and explaining how this Circular may be accessed.

With respect to non-registered Shareholders, Haivision has distributed copies of the Notice Package to the clearing agencies and intermediaries or their agents who are required to forward to you the Notice Package and seek your instructions as to the manner in which to exercise the voting rights attached to your Shares. Haivision has agreed to pay for intermediaries to deliver to Non-Objecting Beneficial Owners and Objecting Beneficial Owners the proxyrelated materials and the relevant voting instruction forms.

In accordance with applicable securities laws and the CBCA, Haivision set the Record Date at least 40 days before the Meeting and also filed a form of notification of the Record Date and the date of the Meeting on SEDAR at least 25 days before the Record Date.

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

For the Meeting, Haivision is using Notice and Access for both registered and non-registered Shareholders. Neither registered nor non-registered Shareholders will receive a paper copy of this Circular. Shareholders may obtain paper copies of the Meeting materials free of charge by following the instructions provided in the Notice Package. Shareholders may request paper copies of the Meeting Materials for up to one year from the date that this Circular was filed on SEDAR. In order to receive paper copies of the Meeting materials in advance of the deadline for submission of voting instructions and the date of the virtual Meeting, your request must be received by Computershare by April 12, 2021. Please note that if you request a paper copy of the Meeting materials, you will not receive a new form of proxy or voting instruction form, and therefore you should retain the forms included in the Notice Package in order to vote.

Registered Shareholders with questions about Notice and Access can call Computershare toll-free at 1-800-564-6253.

Non-registered Shareholders with questions about Notice and Access should contact their intermediary sufficiently ahead of the Meeting.

Inquiries with Havision’s Transfer Agent

For general Shareholder enquiries, you can contact Haivision’s transfer agent, Computershare, by mail at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1 or by telephone, toll-free in North America, at 1-800-5646253, or by fax at 1-888-453-0330, or by email at [email protected].

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Securities

Our authorized share capital consists of (i) an unlimited number of Shares and (ii) an unlimited number of preferred shares, issuable in series.

The Board has fixed March 11, 2021 as the record date (the “ Record Date ”) for the determination of the persons entitled to receive notice of the Meeting. Only Shareholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. Only such Shareholders, who either attend the virtual Meeting personally or duly complete, sign and deliver a form of proxy in the manner and subject to the provisions described herein, will be entitled to vote or to have their Shares voted at the Meeting or at any and all adjournments or postponements thereof.

Each Share you own as of the close of business on the Record Date entitles you to one vote on each of the matters to be acted upon at the Meeting, or any adjournment or postponement thereof. The Shares represent 100% of the aggregate voting rights attached to securities in Haivision.

As of the close of business on the Record Date, there were 26,612,019 Shares issued and outstanding and no preferred shares issued and outstanding in the capital of Haivision.

Principal Holders of Shares

The following table shows the names of the persons who, as of the Record Date, to our knowledge, beneficially own, control or direct, directly or indirectly voting securities carrying 10% or more of the voting rights attached to any class of our Shares. Such persons, collectively, directly or indirectly own or control approximately 25.5% of the Shares issued and outstanding as of the Record Date, and, as a result, will have a significant influence over us and our affairs.

Name of Shareholder Miroslav (Mirko) Wicha .................. Thomas O. Hecht .............................	Number of Shares Owned 3,573,889(1) 3,268,352(2)	Percentage of Outstanding Shares
		13.3% 12.2%

Notes:

(1) Represents 1,642,744 Shares owned by Miroslav (Mirko) Wicha, 1,795,115 Shares owned by Hudson Wicha Family Trust, a family trust of which he is a trustee and 12,000 Shares owned by Mr. Wicha’s children.

(2) Represents 2,369,545 Shares owned by Haemosan Inc. and 898,807 Shares owned by 9154728 Canada Inc. Thomas O. Hecht beneficially owns, controls or directs, directly or indirectly, all of the equity interests of Haemosan Inc. and a majority of the equity interests of 9154728 Canada Inc.

MATTERS TO BE ACTED UPON AT THE MEETING

Purpose of the Meeting

Haivision will address three items at the Meeting:

receiving the audited consolidated financial statements of Haivision for the financial year ended October 31, 2020, together with the report of the auditor thereon;
electing directors for the ensuing year; and
appointing the auditor of Haivision for the ensuing year and to authorize the directors of Haivision to fix the remuneration of such auditor.

Haivision will also consider other business that may properly come before the Meeting. As of the date of this Circular, management of Haivision is not aware of any changes to these items and does not expect any other items to be brought

forward at the Meeting. If there are changes or new items, you or your Proxyholder can vote your Shares on these items as you, he or she sees fit.

Pursuant to the by-laws of Haivision, a quorum of Shareholders is present at the Meeting, if the holders of 25% of the shares entitled to vote at the Meeting are present in person or represented by proxy. A quorum need not be present throughout the Meeting provided a quorum is present at the opening of the Meeting.

Receiving the Financial Statements

The audited consolidated financial statements of Haivision for the financial year ended October 31, 2020 (“ Fiscal 2020 ”), together with the report of the auditor thereon, will be presented at the Meeting. These financial statements, together with management’s discussion and analysis thereon, are also available under Haivision’s profile on SEDAR www.sedar.com and on the internet at www.haivision.com.

Election of Directors

General

The articles of Haivision (the “ Articles ”) provide for the Board to consist of a minimum of three and a maximum of 10 directors. The by-laws of Haivision (the “ By-laws ”) require that at least 25% of the directors of Haivision must be resident of Canada, provided that, if Haivision has less than four directors, at least one director must be a resident Canadian. The Board currently has six directors and it is proposed that seven directors be elected at the Meeting. Each of the six current directors will be standing for re-election at the Meeting, five of whom (83.33%) are independent. Each director will hold office until the next annual meeting of Shareholders or until a successor is elected.

The Board UNANIMOUSLY recommends that Shareholders vote IN FAVOUR of each of the seven proposed nominees. We believe that all of the proposed nominees will be able to serve as directors. However, if a proposed nominee is unable to serve as a director for any reason prior to the Meeting, Proxyholders may vote for the election of another proposed nominee in their discretion.

Unless a Shareholder expressly directs in the form of proxy that his, her or its Shares are to be withheld from voting in the election of one or more directors, the persons named in the Form(s) of Proxy intend to cast the votes to which the Shares represented by such proxy are entitled IN FAVOUR of the election of each of the proposed nominees whose names are set forth below.

Nominees to be Elected

The following tables set forth, for all persons to be nominated for election as directors, their background and experience, the number of Shares, restricted share units (the “ RSUs ”) and deferred share units (the “ DSUs ”) held by them and other public company boards on which they serve, along with other relevant information, all as at the date of this Circular. Mr. Harvey Bienenstock, Mr, Glenn E. Duval, Mr. Neil Hindle, Mr. Robin M. Rush and Mr. Miroslav (Mirko) Wicha are currently members of our Board and have been since the closing of our initial public offering (the “ IPO ”) in December 2020. Ms. Julie Tremblay was appointed to our Board on January 12, 2021, and Mr. Sidney Horn is a nominee and stands for election for the first time at the Meeting.

Board/Committee Membership Board Audit Committee Nominating and Governance Committee (Chair)	Board/Committee Membership Board Audit Committee Nominating and Governance Committee (Chair)	Board/Committee Membership Board Audit Committee Nominating and Governance Committee (Chair)	Board/Committee Membership Board Audit Committee Nominating and Governance Committee (Chair)	Board/Committee Membership Board Audit Committee Nominating and Governance Committee (Chair)
Principal Occupation Vice-President, Finance of Haemosan Inc.
Harvey Bienenstock has been the Vice-President, Finance of Haemosan Inc., an investment holding company in Montréal since 1993. Previously, Mr. Bienenstock held the position of Corporate Consolidations accountant and information systems analyst at Northern Telecom Ltd. from 1975 to 1978. Mr. Bienenstock was the Controller at First Quebec Corporation, a major Montréal office building developer from 1978 to 1982. Mr. Bienenstock was Vice-President at Continental Pharma Cryosan Inc. from 1982 to 1993. Mr. Bienenstock received his Master of Business Administration degree and his Bachelor of Science degree from McGill University. Mr. Bienenstock is a designated Chartered Professional Accountant (CPA), and qualifies as a Chartered Accountant (CA).
Current Public N/A	Board Memberships (other than Haivision)
	Company Securities Held as at March 10, 2021

Shares(1)	DSUs	RSUs	Total Shares and Equivalents	Total Market Value ($)(2)
898,807	4,166	Nil	902,973	8,659,511.07

Board/Committee Membership Board Compensation Committee (Chair)	Board/Committee Membership Board Compensation Committee (Chair)	Board/Committee Membership Board Compensation Committee (Chair)	Board/Committee Membership Board Compensation Committee (Chair)	Board/Committee Membership Board Compensation Committee (Chair)
Principal Occupation Chief Executive Officer of Challenger Cable Sales
Glenn Duval has been the Chief Executive Officer of Challenger Cable Sales since 1986, a privately held company delivering technology solutions to the cable television industry. Mr. Duval is a cable television pioneer who has actively been involved in the industry for over 40 years, working for companies that serve as a primary supplier of customer devices and components to most cable operators in North America. Mr. Duval has served as a trustee on the Foundation Board of the University of California Santa Barbara since 2008 and as a board member of the Energy Efficiency Institute at the University of California Santa Barbara since 2015. Mr. Duval earned a Bachelor of Arts degree in Foreign Affairs at the University of California, Santa Barbara, U.S.
Current Public N/A	Board Memberships (other than Haivision)
	Company Securities Held as at March 10, 2021

Shares(1)	DSUs	RSUs	Total Shares and Equivalents	Total Market Value ($)(2)
724,094	4,166	Nil	728,260	6,984,013.40

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Board/Committee Membership Board (Lead Director) Audit Committee (Chair) Nominating and Governance Committee Compensation Committee	Board/Committee Membership Board (Lead Director) Audit Committee (Chair) Nominating and Governance Committee Compensation Committee	Board/Committee Membership Board (Lead Director) Audit Committee (Chair) Nominating and Governance Committee Compensation Committee	Board/Committee Membership Board (Lead Director) Audit Committee (Chair) Nominating and Governance Committee Compensation Committee	Board/Committee Membership Board (Lead Director) Audit Committee (Chair) Nominating and Governance Committee Compensation Committee
Principal Occupation Chief Executive Officer and a director of Barrontech Inc.
Neil Hindle is Chief Executive Officer and a director of Barrontech Inc., a private Canadian investment holding company, a position he has held since 1995. Mr. Hindle also held various positions including Executive Chairman, Executive Vice President and Chief Financial Officer of Atrion International Inc., a Montréal-based global leader in the Product Compliance market from 2000 to 2007. Prior to Atrion, from 1997 to 2000, Mr. Hindle was Managing Partner for Knorr Capital Partners Inc., a wholly-owned subsidiary of Knorr Capital Partner AG. Mr. Hindle spent the initial part of his career from 1975 to 1986 with Coopers & Lybrand, Chartered Accountants. Upon leaving Coopers & Lybrand, he held senior executive management positions at a private Canadian wholesale distribution business and a publicly traded technology development company in the oil & gas industry. Mr. Hindle earned his Bachelor of Commerce (Honours) degree from Queen’s University and his Graduate Diploma in Public Accountancy from McGill University. He is a member of the Canadian Institute of Chartered Accountants, l’Ordre des comptables agréés du Québec and the Institute of Chartered Accountants of Ontario. He is currently a director and Chair of the Audit Committee of Voti Detection Inc., a Montreal-based company listed on the TSX Venture Exchange specializing in X-ray screening platforms and detection software. He is also the Chair of the Board of Governors of St. Mary’s Hospital.
Current Public Board Memberships (other than Haivision) Voti Detection Inc.
	Company Securities Held as at March 10, 2021
Shares(1)	DSUs	RSUs	Total Shares and Equivalents	Total Market Value ($)(2)
236,555	5,833	Nil	242,388	2,324,500.92

Board/Committee Membership N/A Principal Occupation Senior Counsel, Stikeman Elliott LLP

Mr. Horn is senior counsel at the law firm of Stikeman Elliott LLP and specializes Sidney Horn in commercial, corporate and securities law. Mr. Horn is currently a director of Sagen Québec, Canada MI Canada Inc. (TSX:MIC), the largest private sector residential mortgage insurer in Canada. Mr. Horn received his LL.B., B.C.L. and B.A. degrees from McGill University Director Since: in Montréal, Québec and his MBA from Columbia University, New York. Mr. Horn is Proposed Nominee a member of the Québec Bar Association. Current Public Board Memberships (other than Haivision) Independent Sagen MI Canada Inc.

	Company Securities Held as at March 10, 2021	Company Securities Held as at March 10, 2021	Company Securities Held as at March 10, 2021
Shares(1)	DSUs	RSUs	Total Shares	Total Market
			and	Value ($)(2)
			Equivalents
Nil	Nil	Nil	Nil	Nil

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Board/Committee Membership Board Audit Committee Compensation Committee

Principal Occupation Managing member of HaiKula Holdings LLC Robin Rush has been a serial entrepreneur and angel investor since 1983. Mr. Rush played Robin M. Rush a pivotal role in developing the business of Kulabyte Corporation from 2005 until its Texas, United States acquisition by Haivision in 2011. Mr. Rush has been a managing member of HaiKula Holdings LLC since 2006. Previously, Mr. Rush held various positions at Rush Enterprises Director Since: (NASDAQ:RUSHA), an international retailer of commercial vehicles, primarily new and February 2018 used trucks, from 1990 until 2004, including Vice President, General Manager, Secretary, Treasurer and Executive Vice President and served as a member of the board of directors. Independent Mr. Rush served as a director of Mass Ventures LLC, a crowdfunding company, from 2013 until 2017.

until 2017.	until 2017.
Current Public Board Memberships (other than Haivision)
N/A
Company Securities Held as at March 10, 2021
Shares(1) DSUs	RSUs Total Shares	Total Market
	and	Value ($)(2)
	Equivalents
2,047,559 4,166	Nil 2,051,725	19,676,042.80

Board/Committee Membership Board Nominating and Governance Committee

Principal Occupation - Strategic Advisor, self employed

Ms. Julie Tremblay was the President and Chief Executive Officer of TVA Group Inc. and Quebecor Media Group, a business unit of Quebecor Media Inc., a media leader in broadcasting, film and television production, news media, magazines and book publishing, from July 2014 until her retirement in October 2017. She is currently Chair and member of the Human Resources and Governance Committee of Attraction Media, a Quebec-based Julie Tremblay entertainment and media production company. Between 1989 and 2014, she held various Québec, Canada senior positions within Quebecor Inc., a Canadian leader in telecommunications, entertainment, news media and culture. She served as Vice President, Human Resources Director Since: of Quebecor Inc. and Quebecor Media Inc. for more than eight years and then as Chief January 2021 Operating Officer of Sun Media Corporation from June 2011 to September 2013. In September 2013, she was named President and Chief Executive Officer of Sun Media Independent Corporation, until it was folded into the Quebecor Media Group. Prior to joining Quebecor Inc., Ms. Tremblay practiced labor and employment law in a prominent law firm in Montreal. She was a director of TVA Group Inc. (TSX:TVA.B) from 2014 to 2017. Ms. Tremblay holds a Bachelor’s degree in Political Science from McGill University and a Bachelor’s degree in Civil Law from Sherbrooke University. She has been a member of the Québec Bar since 1984.

Current Public Board Memberships (other than Haivision) N/A

	Company Securities Held as at March 10, 2021	Company Securities Held as at March 10, 2021
Shares(1)	DSUs	RSUs Total Shares	Total Market
		and	Value ($)(2)
		Equivalents
Nil	1,770	Nil 1,770	16,974.30

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Board/Committee Membership Board (Chair) Principal Occupation President and Chief Executive Officer of Haivision Miroslav (Mirko) Wicha has served as Chairman and Chief Executive Officer of the Company since founding Haivision in 2004. Mr. Wicha has over 35 years of executive management and worldwide sales experience with software and hardware companies in the graphics, high performance computing, and multi-media industries such as Discreet Logic (NASDAQ: DSLGF), Autodesk Inc. (NASDAQ: ADSK), from 1999 to 2000, Miroslav Wicha Alias|wavefront, Alias Research Ltd. (NASDAQ: ADDDF), from 1993 to 1998, Silicon Québec, Canada Graphics (NASDAQ: SGI) from 1988 to 1993 and Hewlett-Packard (NYSE: HWP) from 1983 to 1988. Mr. Wicha has also served as a director of ToonBoom Technologies Inc. in Director Since: Montréal from 2001 to 2003 and St. George’s School of Montréal from 2002 to 2005. Mr. April 2004 Wicha is currently Chairman and Director of the Wicha Music Foundation since 2009 and an Industrial Advisory Board Member for the Jodrey School of Computer Science, Acadia Non-Independent University since 2012. Mr. Wicha has lived and worked internationally, managing successful high-tech operations throughout the world with a focus on building global companies and shareholder value. Mr. Wicha received his Bachelor of Science in Computer Science and Mathematics degree from Acadia University.

Current Public Board Memberships (other than Haivision)	Current Public Board Memberships (other than Haivision)
N/A
Company Securities Held as at March 10, 2021
Shares(1) DSUs	RSUs Total Shares	Total Market
	and	Value ($)(2)
	Equivalents
3,573,889 Nil	170,000 3,743,889	35,903,895.50

Notes :

(1) The number of Shares held incudes Shares directly or indirectly beneficially owned by, or under the control or direction of, such nominee. (2) Based on the closing price of the Shares on the Toronto Stock Exchange ($9.59) on March 10, 2021

Director Ownership

As at the Record Date, our seven proposed directors collectively, directly or indirectly, own or control approximately 28.11% of the issued and outstanding Shares.

Cease Trade Orders and Bankruptcies

Other than as specified below, no nominee director is as of the date hereof or has been within 10 years before the date hereof a director, chief executive officer or chief financial officer of any company (including the Company) that is or has been the subject of a cease trade order or other similar order (including a management cease trade order) or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days and that was issued either (i) while the nominee director was acting in that capacity, or (ii) after the nominee director ceased to be a director, chief executive officer or chief financial officer of such company but that resulted from an event that occurred while the nominee director was acting in such capacity.

Other than as specified below, no nominee director is as of the date hereof or has been within 10 years before the date hereof a director or executive officer of any company (including the Company) that, while the nominee director was acting in that capacity or within a year of him or her 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.

Mr. Sidney Horn was a director of LMI Legacy Holdings II Inc. (formerly known as Landauer - Metropolitan Inc.) (together with certain affiliated entities, “ LMI ”) which filed a petition for protection under Chapter 11 of the United States Bankruptcy Code on August 16, 2013. Following a sale of substantially all of LMI’s assets on February 7, 2014,

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LMI filed a Joint Plan of Liquidation (the “ Joint Plan ”) pursuant to Chapter 11 of the U.S. Bankruptcy Code. On April 18, 2014, the U.S. Bankruptcy Court entered an order confirming the Joint Plan, and the effective date for the Joint Plan was May 1, 2014.

No nominee director has, within 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the nominee director’s assets.

Penalties or Sanctions

No nominee director 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 or to a reasonable securityholder in deciding whether to vote for a nominee for a position of a director.

Meeting Attendance

The Company completed its IPO after the end of Fiscal 2020 and attendance at meetings will be disclosed in next year’s circular.

Appointment of Auditor

The auditor of Haivision is Deloitte LLP, located in Montréal, Québec. Deloitte LLP has been the auditor of Haivision since 2019. At the Meeting, Shareholders will be asked to approve the appointment of Deloitte LLP as the auditor of Haivision and its subsidiaries for the ensuing year and to authorize the Board to fix the remuneration of the auditor.

To be effective, the appointment of Deloitte LLP and the authorization for the Board to fix the auditor’s remuneration must be approved by at least a majority of the votes case by the Shareholders.

The Board UNANIMOUSLY recommends that Shareholders vote IN FAVOUR of the appointment of Deloitte LLP as the auditor of Haivision and its subsidiaries for the ensuing year and to authorize the Board to fix the remuneration of the auditor.

Unless otherwise expressly directed to the contrary in the form of proxy, the persons named in the Form(s) of Proxy intend to cast the votes to which the Shares represented by such proxy are entitled IN FAVOUR of appointing Deloitte LLP as the auditor of Haivision and its subsidiaries for the ensuing year and to authorize the Board to fix the remuneration of the auditor.

Audit Committee Information

Additional information about our audit committee, including a copy of the written charter of our audit committee adopted by our Board, can be found under “Audit Committee” in our AIF under the Company’s profile on SEDAR at www.sedar.com.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No other person who is, or at any time since the beginning of Fiscal 2020, was, a director or executive officer of Haivision, a proposed nominee for election as a director of Haivision, or an associate or affiliate of any such director, executive officer or proposed nominee, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the election of directors.

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EXECUTIVE COMPENSATION

The following discussion describes the significant elements of the compensation of our President and Chief Executive Officer, Chief Financial Officer and Executive Vice President, Operations, Chief Marketing Officer and Executive Vice President, Partnerships, and Chief Technology Officer and Executive Vice President, Product Development (collectively, the “ named executive officers ” or “ NEOs ”), namely:

Miroslav (Mirko) Wicha, President and Chief Executive Officer;
Dan Rabinowitz, Chief Financial Officer and Executive Vice President, Operations;
Peter Maag, Chief Marketing Officer and Executive Vice President, Partnerships; and
Mahmoud J. Al-Daccak, Chief Technology Officer and Executive Vice President, Product Development.

Overview

We operate in a dynamic and rapidly evolving market. To succeed in this environment and to achieve our business and financial objectives, we need to attract, retain and motivate a highly talented team of executive officers.

Our executive officer compensation program is designed to achieve the following objectives:

provide market-competitive compensation opportunities in order to attract and retain talented, highperforming and experienced executive officers, whose knowledge, skills and performance are critical to our success;
motivate our executive officers to achieve our business and financial objectives;
align the interests of our executive officers with those of our shareholders by tying a meaningful portion of compensation directly to the long-term value and growth of our business; and
provide incentives that encourage appropriate levels of risk-taking by our executive officers and provide a strong pay-for-performance relationship.

We offer our executive officers cash compensation in the form of base salary and an annual cash bonus, and equitybased or equity-like compensation. We believe that equity-based compensation awards motivate our executive officers to achieve our business and financial objectives, and also align their interests with the long-term interests of our shareholders. We provide base salary to compensate employees for their day-to-day responsibilities, at levels that we believe are necessary to attract and retain executive officer talent. While we have determined that our current executive officer compensation program is effective at attracting and maintaining executive officer talent, we evaluate our compensation practices on an ongoing basis to ensure that we are providing market-competitive compensation opportunities for our executive team. We will continue to evaluate our compensation philosophy and compensation program as circumstances require and plan to continue to review compensation on an annual basis. As part of this review process, we expect to be guided by the philosophy and objectives outlined above, as well as other factors which may become relevant, such as the cost to us if we were required to find a replacement for a key employee. See “– Principal Elements of Compensation – LTIP”.

Compensation-Setting Process

Our Compensation Committee is responsible for assisting our Board in overseeing our compensation policies, processes and practices. Our Compensation Committee is also responsible for ensuring that our compensation policies and practices provide an appropriate balance of risk and reward consistent with our risk profile. The written charter for our Compensation Committee sets out its responsibilities for administering our compensation programs and reviewing and making recommendations to our Board concerning the level and nature of the compensation payable to our directors and officers. Our Compensation Committee’s oversight includes reviewing objectives, evaluating performance and ensuring that total compensation paid to our executive officers, personnel who report directly to our CEO and various other key executive officers and managers is fair, reasonable and consistent with the objectives of our philosophy and compensation program. See also “Governance Practices – Committees of our Board –

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Compensation Committee”.

Principal Elements of Compensation

The compensation of our executive officers includes three major elements: (i) base salary; (ii) short-term incentives, consisting of a quarterly annual cash bonus; and (iii) long-term equity incentives, consisting of equity-based awards granted from time to time under our omnibus long-term incentive plan (the “ LTIP ”). Perquisites and personal benefits are not a significant element of compensation of our executive officers.

Base Salaries

Base salary is provided as a fixed source of compensation for our executive officers. Adjustments to base salaries are expected to be determined annually and may be increased based on the executive officer’s success in meeting or exceeding individual objectives, as well as to maintain market competitiveness. Additionally, base salaries can be adjusted as warranted throughout the year to reflect promotions or other changes in the scope of breadth of an executive officer’s role or responsibilities.

Cash Bonuses

Cash bonuses are designed to motivate our executive officers to meet our business and financial objectives generally and our annual financial performance targets in particular.

For the current financial year which began on November 1, 2020, the NEOs are eligible to earn a quarterly cash bonus based on a target percentage of base salary, all of which is based on the achievement of certain financial objectives. Annual bonus targets are set as a percentage of the relevant executive officers’ base salary, up to a maximum on an annual basis of approximately 86% of base salary if maximum financial performance targets are achieved.

We currently make bonus payments in cash and anticipate continuing to do so.

Long-term Incentives

The executive officers, along with our directors, employees and consultants, are eligible to participate in our longterm incentive program which is comprised of stock options and other equity-based awards issued pursuant to the LTIP. The purpose of the long-term incentive program is to promote greater alignment of interests between employees and shareholders, and to support the achievement of the Company’s longer-term performance objectives, while providing a long-term retention element.

Our Board is responsible for administering the LTIP, and the Compensation Committee makes recommendations to our Board in respect of matters relating to the LTIP.

Our Board, upon the recommendation of the Compensation Committee, determines the precise structure of long-term incentive compensation both in terms of quantum and instrument mix to be awarded to each NEO. The NEOs received at closing of our IPO in December 2020 a grant of options and RSUs under the LTIP.

Compensation Risk Management

Our Board and the Compensation Committee consider the implications of the risks associated with the Company’s compensation policies and practices as part of their respective responsibilities to monitor the Company’s exposure to risks related to its executive compensation policies and practices and to identify compensation policies and practices that mitigate any such risk. In this regard, our Board and Compensation Committee review the Company’s compensation policies and practices with a view to ensuring that they do not encourage an executive officer or an employee to take inappropriate or excessive risks.

The Company’s Code of Conduct also prohibits all directors, officers and employees of the Company from engaging in transactions that hedge, limit or otherwise change such individuals’ economic interest in and exposure to the full rewards and risks of ownership in the Company’s securities.

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LTIP

We adopted the LTIP to allow for a variety of equity-based awards that provide different types of incentives to be granted to our directors, executive officers, employees and consultants. The LTIP facilitates granting of options, RSUs, DSUs, performance share units (“ PSUs ”), restricted shares, and other share-based awards. Below is a summary of the key terms of the LTIP.

LTIP Administration

The plan administrator of the LTIP (the “ Plan Administrator ”) is our Board, and the Compensation Committee makes recommendations to our Board in respect of matters relating to the LTIP, but the LTIP may in the future be administered by our Compensation Committee or delegated to such other committee as may be established by our Board from time to time. The Plan Administrator determines which employees, directors, officers or consultants are eligible to receive awards under the LTIP. In addition, the Plan Administrator interprets the LTIP and may adopt administrative rules, regulations, procedures and guidelines governing the LTIP or any awards granted under the LTIP as it deems to be appropriate.

Shares Subject to the LTIP

The maximum number of Shares reserved for issuance, in the aggregate, under our LTIP, collectively, is 15% of the aggregate number of Shares issued and outstanding from time to time. To the extent any awards under the LTIP are cancelled for any reason prior to exercise in full or are surrendered to the Company, except surrenders relating to the payment of the purchase price of any such award or the satisfaction of the tax withholding obligations relating to any such award, the Shares subject to such awards (or portion(s) thereof) shall be added back to the number of shares reserved for issuance under the LTIP. The number of Shares issuable to insiders under the LTIP and all other securitybased compensation arrangements cannot exceed 10% of the issued and outstanding Shares at any time. The number of Shares issued to insiders within any one-year period under the LTIP and all other security-based compensation arrangements cannot exceed 10% of the issued and outstanding Shares. Furthermore, the aggregate number of Shares issuable to eligible persons who are directors but not otherwise employees of the Company, including its affiliates (as defined therein), under all of the Company’s security based compensation arrangements shall not exceed 1% of the issued and outstanding Shares, and within any one financial year of the Company, the aggregate fair value on the date of grant of all awards granted to any director under all of the Company’s security based compensation arrangements shall not exceed $150,000, of which no more than $100,000 shall be granted in the form of options. The foregoing limits shall not apply to DSUs granted to a director in lieu of any cash retainer or meeting fees, provided that DSUs shall not be included in determining the aggregate fair value on the date of grant of DSUs granted within any one financial year.

Types of Awards

All the awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting and forfeiture provisions determined by the Plan Administrator, in its sole discretion, subject to such limitations provided in the LTIP, and will generally be evidenced by an award agreement. In addition, subject to the limitations provided in the LTIP and in accordance with applicable law, the Plan Administrator may accelerate or defer the vesting or payment of awards, cancel or modify outstanding awards, and waive any condition imposed with respect to awards or Shares issued pursuant to awards.

Stock Options

A stock option is a right to purchase Shares upon the payment of a specified exercise price as determined by the Plan Administrator at the time the stock option is granted. Subject to certain adjustments and whether the Shares are then listed and posted for trading on any stock exchange, and in fact traded on the date of grant, the exercise price shall not be less than the highest closing price of the Shares on any stock exchange on which the Shares are then listed on the date of grant (the “ Market Price ”). Subject to the discretion of the Plan Administrator, stock options granted under the LTIP will vest in equal tranches annually over the three years following the date of grant. Subject to any accelerated termination as set forth in the LTIP, each stock option expires on the date that is the earlier of ten years from the date of grant or such earlier date as may be set out in the participant’s award agreement.

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Unless otherwise specified by the Plan Administrator at the time of granting a stock option, the exercise notice of such option must be accompanied by payment in full of the purchase price for the Shares to be purchased underlying the options. The exercise price must be fully paid by certified cheque, bank draft or money order payable to the Company or by such other means as might be specified from time to time by the Plan Administrator, which may include (i) through an arrangement with a broker approved by the Company (or through an arrangement directly with the Company) whereby payment of the exercise price is accomplished with the proceeds of the sale of Shares deliverable upon the exercise of the stock option, (ii) through any cashless exercise process as may be approved by the Plan Administrator, (iii) such other consideration and method of payment for the issuance of Shares to the extent permitted by applicable securities laws, or (iv) any combination of the foregoing methods of payment. No Shares will be issued or transferred upon the exercise of stock options in accordance with the terms of the grant until the Company receives full payment therefor.

Restricted Share Units

An RSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company that entitles the holder to receive Shares after a specified vesting period determined by the Plan Administrator, in its sole discretion. Upon settlement, holders will receive one fully paid and non-assessable Share in respect of each vested RSU.

Performance Share Units

A PSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company that entitles the holder to receive Shares based on the achievement of performance goals established by the Plan Administrator over a performance period. The performance goals may be based upon the achievement of corporate, divisional or individual goals, and may be applied relative to performance of an index or comparator group, in each case as determined by the Plan Administrator. The Plan Administrator may modify the performance goals as necessary to align them with the corporate objectives of the Company. The performance goals may include a threshold level of performance below which no payment will be made (or no vesting will occur), levels of performance at which specified payments will be made (or specified vesting will occur), and a maximum level of performance above which no additional payment will be made (or at which full vesting will occur). Upon settlement, holders will receive fully paid and non-assessable Shares in proportion to the number of vested PSUs held and the level of performance achieved.

Restricted Shares

A restricted share is a fully paid and non-assessable Share that is subject to restrictions on transfer and a risk of forfeiture for a period of time, and which shall be held by the Company or its designee in escrow until such time as the restricted period lapses. The Plan Administrator shall have the authority to determine at the time of grant, in its sole discretion, the duration of the restricted period and other restrictions applicable to the restricted Shares. Except for the restrictions applicable to the restricted Shares, during the restricted period, the holder shall have all the rights and privileges of a holder of Shares as to the restricted Shares, including the right to vote. However, unless otherwise set forth in a holder’s award agreement, cash dividends and stock dividends, if any, with respect to the restricted Shares shall be withheld by the Company for the holder’s account, and shall be subject to forfeiture until released, in each case, to be released at the same time and in the same proportion as the lapse of restrictions on the restricted Shares to which such dividends relate. Except as otherwise determined by the Plan Administrator, no interest will accrue or be paid on the amount of any dividends withheld.

Deferred Share Units

A DSU is a unit equivalent in value to a Share credited by means of a bookkeeping entry in the books of the Company that entitles the holder to receive Shares on a future date, generally upon termination of service with the Company. Upon settlement, holders will receive one fully paid and non-assessable Share in respect of each vested DSU.

Other Share-Based Awards

The Plan Administrator may, subject to the provisions of the LTIP and applicable law, grant other share-based awards to any director, officer, employee or consultant, other than those described above. Such awards are to be denominated

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or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including securities convertible into Shares).

Dividend Equivalents

RSUs, PSUs, DSUs and, if so determined by the Plan Administrator in its discretion, other Share-based awards, may be credited with dividend equivalents in the form of additional RSUs, PSUs, DSUs and other share- based awards, as applicable. Dividend equivalents shall vest in proportion to the awards to which they relate. Such dividend equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of RSUs, PSUs, DSUs or other share-based awards, as applicable, held by the participant on the record date for the payment of such dividend, by (ii) the Market Price at the close of the first business day immediately following the dividend record date, with fractions computed to three decimal places.

Black-out Periods

If an award expires during, or within five business days after, a trading black-out period imposed by the Company to restrict trades in its securities, then, notwithstanding any other provision of the LTIP, unless the delayed expiration would result in tax penalties, the award shall expire ten business days after the trading black- out period is lifted by the Company.

Expiration

All awards granted under the LTIP will expire on the date set out in the applicable award agreement, subject to early expiry in certain circumstances, provided that in no circumstances will the duration of an award granted under the LTIP exceed 10 years from its date of grant.

Termination of Employment or Services

The following table describes the impact of certain events that may, unless otherwise specified by the Plan Administrator at the date of grant or otherwise set forth in an employment or written agreement, lead to the acceleration or early expiry of awards granted under the LTIP:

Event For all Participants– in the case of death or disability Employees Termination for cause Termination other than for cause Voluntary resignation Consultants Voluntary resignation or termination due to breach of consulting agreement or arrangement Termination other than for breach of consulting agreement or arrangement	Provisions
	• Acceleration of portion of next instalment due to vest • Forfeiture of all remaining unvested awards 30 days after the date of death or disability • Forfeiture of all unvested and vested awards • Forfeiture of all unvested awards • Exercise of vested options until the earlier of (i) 90 days after termination and (ii) expiry date • Forfeiture of all unvested awards • Exercise of vested options until the earlier of (i) 90 days after resignation and (ii) expiry date • Forfeiture of all unvested and vested awards • Forfeiture of all unvested awards • Exercise of vested options until the earlier of (i) 90 days after termination and (ii) expiry date

Event
For all Participants– in the case of death or
disability
Employees
Termination for cause
Termination other than for cause
Voluntary resignation
Consultants
Voluntary resignation or termination due to
breach of consulting agreement or arrangement
Termination other than for breach of
consulting agreement or arrangement

Provisions

•
Acceleration of portion of next instalment due to vest
•
Forfeiture of all remaining unvested awards 30 days after the
date of death or disability
•
Forfeiture of all unvested and vested awards
•
Forfeiture of all unvested awards
•
Exercise of vested options until the earlier of (i) 90 days after
termination and (ii) expiry date
•
Forfeiture of all unvested awards
•
Exercise of vested options until the earlier of (i) 90 days after
resignation and (ii) expiry date
•
Forfeiture of all unvested and vested awards
•
Forfeiture of all unvested awards
•
Exercise of vested options until the earlier of (i) 90 days after
termination and (ii) expiry date

Non-employee directors – ceasing to hold • Forfeiture of all unvested awards office other than due to death or disability

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Event

Provisions

Exercise of vested options until the earlier of (i) 90 days following cessation and (ii) expiry date

Change in Control

Except as specified by the Plan Administrator at the date of grant or otherwise set forth in an employment or written agreement, if an employee is terminated within 12 months following a “change in control”, all awards vest and options may be exercised until the earlier of (i) 90 days after termination and (ii) the expiry date of the option. However, the LTIP provides that in connection with a “change in control”, the Plan Administrator may (i) cause awards to be converted or exchanged into or for rights or other securities in any entity participating in or resulting from the “change in control”, (ii) cause any unvested or unearned awards to become fully vested or earned or free of restriction upon or immediately prior to the occurrence of such “change in control”, or (iii) replace the awards with other rights. Subject to certain exceptions, a “change in control” means (i) any transaction pursuant to which a person or group acquires more than 50% of the outstanding Shares, (ii) the sale of all or substantially all of the assets or the dissolution of the Company, (iii) the acquisition of the Company via consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise, (iv) individuals who comprise our Board at the last annual meeting of shareholders (the “ Incumbent Board ”) cease to constitute at least a majority of our Board, unless the election, or nomination for election by the Shareholders, of any new director was approved by a vote of at least a majority of the Incumbent Board, in which case such new director shall be considered as a member of the Incumbent Board, or (v) such other event our Board determines as being a “change in control”.

Non-Transferability of Awards

Subject to certain exceptions provided under the LTIP (including the assignment of awards to certain Permitted Assigns (as defined under National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators, as amended from time to time)), and unless otherwise provided by the Plan Administrator, no assignment or transfer of awards granted under the LTIP, whether voluntary, involuntary, by operation of law or otherwise, is permitted.

Amendments to the LTIP

The Plan Administrator may also from time to time, without notice and without approval of the holders of voting shares, amend, modify, change, suspend or terminate the LTIP or any awards granted pursuant thereto as it, in its discretion, determinates appropriate, provided that (i) no such amendment, modification, change, suspension or termination of the LTIP or any award granted pursuant thereto may materially impair any rights of a holder or materially increase any obligations of a holder under the LTIP without the consent of such holder, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, and (ii) any amendment that would cause an award held by a Foreign Taxpayer (as such term is defined in the LTIP) to be subject to the additional tax penalty under Section 409A(1)(b)(i)(ii) of the U.S. Internal Revenue Code of 1986, as amended, shall be null and void ab initio.

Notwithstanding the above, none of the following amendments shall be made to the LTIP without the approval of the holders of Shares:

increasing the percentage of Shares reserved for issuance under the LTIP, except pursuant to the provisions in the LTIP, which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
increasing or removing the 10% limits on Shares issuable or issued to insiders;
reducing the exercise price of an award except pursuant to the provisions in the LTIP, which permit the Plan Administrator to make equitable adjustments in the event of transactions affecting the Company or its capital;
extending the term of an award beyond the original expiry date (except in connection with a black-out period as described above);
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permitting an award to be exercisable beyond 10 years from the date of grant (except in connection with a black-out period as described above);
increasing or removing the limits on the participation of non-employee directors;
permitting awards to be transferred to a person other than a Permitted Assign (as defined under National Instrument 45–106 Prospectus Exemptions, as amended from time to time) or for normal estate settlement purposes; or
deleting or otherwise limiting the amendments that require approval of the shareholders.

Except for the items listed above, amendments to the LTIP do not require shareholder approval. Such amendments include, without limitation: (i) amending the general vesting provisions or restricted period of an award; (ii) amending the provisions for early termination of awards in connection with a termination of employment or service; (iii) adding covenants of the Company for the protection of the participants; (iv) amendments that are desirable as a result of changes in law in any jurisdiction where a participant resides; and (v) curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

Summary Compensation Table

The Company completed its IPO after the end of Fiscal 2020, and the following table sets out information concerning the expected compensation to be earned by, paid to, or awarded to the NEOs for the year ending October 31, 2021 (“ Fiscal 2021 ”):

the expected co (“Fiscal 2021”):	mpensatio	n to be ear	ned by, paid	to, or awar	ded to the NEOs for th	e year end	ing October 31	, 2021
Name and Principal Position	Fiscal Year 2021 2021 2021 2021	Salary ($)(1)(2) 635,000 504,400 350,000 350,000	Share- Based Awards ($)(3) 1,020,000 357,000 357,000 357,000	Option- Based Awards ($)(4) 346,961 121,436 121,436 121,436	Non-equity Incentive Plan Compensation ($) Annual Incentive Plan(2)(5) Long- term Incentive Plans 275,000 — 217,100 — 150,000 — 150,000 —	Pension Value ($) — — — —	All Other Compensation ($)(6) — — — —	Total Compensation ($)
					Annual Incentive Plan(2)(5) 275,000 217,100 150,000 150,000
Miroslav (Mirko) Wicha .... President and Chief Executive Officer Dan Rabinowitz ................. Chief Financial Officer and Executive Vice President, Operations Peter Maag ........................ Chief Marketing Officer and Executive Vice President, Partnerships Mahmoud J. Al-Daccak ..... Chief Technology Officer and Executive Vice President, Product Development								2,276,961 1,199,936 978,436 978,436

Notes :

(1) Represents the annualized based salary expected to be paid in Fiscal 2021.

(2) Compensation for Dan Rabinowitz is paid in U.S. dollars but has been converted for the table above at the exchange rate of US$1.00 = $1.30.
(3) Represents grants of RSUs made at closing of the IPO under the LTIP, at a price per unit equal to the offering price of $6.00.
(4) Represents grants of options made at closing of the IPO under the LTIP, having an exercise price equal to the offering price of $6.00. Amounts shown in this column represent the grant date fair value of the options, which has been calculated using the Black-Scholes method. The grant date fair value of these options is the same as the fair value determined for accounting purposes.
(5) Represents amounts expected to be earned pursuant to the Company’s annual bonus plan based on the achievement of target performance (approximately 43% of base salary). Actual payments will depend upon the achievement of performance goals and will be paid in cash.
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(6) None of the NEOs are entitled to perquisites or other personal benefits which, in the aggregate, are worth over $50,000 or over 10% of their base salary.

Employment Agreements, Termination and Change of Control Benefits

General

Each of the NEOs entered into a written executive employment agreement with the Company. These agreements provide for, among other things, the continuation of the executive’s employment for an indeterminate term as well as the executive’s compensation including base salary and eligibility to receive quarterly and annual cash bonuses and to participate in the LTIP and other employee benefit plans. These agreements also include certain confidentiality, non-competition and non-solicitation undertakings.

The terms of certain additional entitlements of the NEOs under various post-employment scenarios, pursuant to their respective employment agreement and the Company’s plans and policies, are described below.

Termination with Cause

In the event of a termination of employment with cause, each NEO is entitled to base salary, vacation pay and other cash allowances accrued but unpaid as of the termination date. Any option or other award under the LTIP held by the NEO as of the termination date, whether or not it has vested, is immediately forfeited and cancelled as of the termination date. Each NEO is also subject to non-competition and non-solicitation covenants which remain in effect for 12 months after a termination of employment with cause.

Voluntary Resignation

In the event of voluntary resignation, each NEO is entitled to the continuation of his base salary and other employee benefits during a 90-day resignation notice period. The NEO is also entitled, in such cases, to a lump sum payment equal to a pro rata portion of the projected quarterly and annual cash bonus for the quarter and fiscal year in which the NEO terminates employment (for all performance objectives being met on target) determined based on the number of days the NEO is employed by the Company during the applicable period. Any option or other award under the LTIP on the termination date which has not yet vested is forfeited and cancelled as of the termination date. Any vested option or other award on the termination date will settle in accordance with the terms of the LTIP. Each NEO is also subject to non-competition and non-solicitation covenants which remain in effect for 12 months after a voluntary resignation.

Death

In the event of a termination of employment due to the death of a NEO, his estate will be entitled to a lump sum equal to the sum of (i) the base salary, vacation pay and other cash allowances accrued but unpaid as of the termination date, and (ii) a pro rata portion of the projected quarterly and annual cash bonus for the quarter and fiscal year in which the NEO died (for all performance objectives being met on target) determined based on the number of days the NEO was employed by the Company during the applicable period.

A portion of the next instalment of any awards under the LTIP due to vest (or for which the restricted period is due to lapse) immediately vests (or cease to be restricted). Such portion is to be determined in accordance with the terms of the LTIP. Each option held by the NEO that has vested as of the date of death continues to be exercisable in accordance with the terms of the LTIP. Any option or award that has not vested (or for which the restricted period has not lapsed) is forfeited 30 days after the date of death.

Disability

In the event of a termination of employment resulting from a leave of absence of the NEO for more than six months during any twelve-month period and the absence of a reasonable prospect that the NEO will be able to perform the essential duties of his position in the foreseeable future, the NEO is entitled to a lump sum payment equal to the sum of (i) the base salary, vacation pay and other cash allowances accrued but unpaid as of the termination date as well as eligible business expenses incurred prior to the termination date that have not yet been reimbursed, and (ii) the greater of (A) the NEO’s total compensation for the fiscal year immediately preceding the fiscal year in which the termination

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of employment occurs (including the value of equity-based awards recognized for financial statement reporting purposes in respect of that period), and (B) the NEO’s projected total compensation for the fiscal year in which the termination occurs (assuming all performance objectives have been met on target).

A portion of the next instalment of any awards under the LTIP due to vest (or for which the restricted period is due to lapse) immediately vests (or cease to be restricted). Such portion is to be determined in accordance with the terms of the LTIP. Each option held by the NEO that has vested as of the date of disability continues to be exercisable in accordance with the terms of the LTIP. Any option or award that has not vested (or for which the restricted period has not lapsed) is forfeited 30 days after the date of disability.

Termination Without Cause

In the event of termination without cause, each NEO is entitled to the following payments and benefits:

lump sum payment equal to the base salary, vacation pay and other cash allowances accrued but unpaid as of the termination date;
lump sum payment equal to the greater of (i) the NEO’s total compensation for the fiscal year immediately preceding the fiscal year in which the termination of employment occurs (including the value of equity-based awards recognized for financial statement reporting purposes in respect of that period), and (ii) the NEO’s projected total compensation for the fiscal year in which the termination occurs (assuming all performance objectives have been met on target);
vesting of any option or other award held by the NEO that has not vested as of the date of termination and the settlement thereof in accordance with the terms of the LTIP.

Change of Control Provisions

The employment agreements of the NEOs contain a “double-trigger” provision in the event of a “change of control”, under which each NEO may, at any time within 12 months following a “change of control”, terminate his employment for “good reason”. Upon such event, such NEO will be entitled to the same rights and benefits as would be the case in the event of a termination without cause outlined in the previous section including the acceleration of the vesting of any option or other award held by the NEO that has not vested as of the date of termination.

For purposes of the foregoing, a resignation for “good reason” means (i) a material adverse change in the NEO’s status or position, (ii) the assignment to the NEO of any duties or responsibilities which are materially inconsistent with such status or position, (iii) a substantial reduction in the NEO’s compensation (including benefits, perquisites or allowances), or (iv) any other action by the Company which would constitute constructive dismissal at law. A “change of control” is defined as the acquisition by any person or any group of two or more persons acting jointly or in concert (other than the Company or a wholly-owned subsidiary of the Company) of (y) issued and outstanding shares of the Company carrying 50% or more of the votes attaching to shares of the Company in any manner whatsoever (including, without limitation, as a result of a take-over bid, an exchange of securities, an amalgamation, an arrangement or any other business combination or reorganization), or (z) 50% or more of the assets of the Company, or the determination by the Board that a “change of control” has occurred.

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information, as of the date of this Circular on our compensation plans under which the Shares are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding awards	Weighted-average exercise price of outstanding awards	Number of securities remaining available for future issuances under equity compensation plans
Equity compensation plans approved by securityholders(1)	1,398,643	6.01	2,593,159(2)
Equity compensation plans not approved by securityholders	-	-	-
Total	1,398,643	6.01	2,593,159

Notes :

(1) Our equity-based compensation plan – the LTIP – was established prior to the closing of the IPO and was adopted by the Board and with approval by the shareholders of Haivision. For details on the key features of the LTIP, see “Executive Compensation - Principal Elements of Compensation - LTIP”.

(2) Based on 15% of the issued and outstanding Shares as at the date of this Circular.

DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain the most qualified individuals to serve on our Board. Each non-executive director is entitled to an annual retainer of $25,000 payable in cash on a quarterly basis and to an annual grant of equity-based awards having a value, as determined by the Board, of $25,000. The Company does not provide a meeting fee for our Board members. The total retainer is deemed to be full payment for the role as director. An exception to this approach may be made in the event of a special transaction or other special circumstance that would require attendance at more meetings than are typically held. In addition, each committee chair is entitled to an annual retainer of $1,500 payable in cash on a quarterly basis, and the Lead Director is entitled to an additional annual retainer of $10,000 payable in cash on a quarterly basis and to an annual grant of equity-based awards having a value, as determined by the Board, of $10,000.

Our directors are also be reimbursed for their out-of-pocket expenses incurred in acting as directors. Directors who are employees of and who receive salary from the Company or one of its affiliates are not be entitled to receive any remuneration for their services in acting as directors, but are entitled to reimbursement of their out-of-pocket expenses incurred in acting as directors.

GOVERNANCE PRACTICES

Overview

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we adopted certain corporate governance policies and practices. The disclosure set out below describes our approach to corporate governance.

Composition of our Board and Board Committees

Under our Articles, our Board is to consist of a minimum of three and a maximum of 10 directors as determined from time to time by the directors. Our Board currently consists of six directors. Under the CBCA, a director may be removed with or without cause by a resolution passed by a majority of the votes cast by shareholders present in person or by proxy at a meeting and who are entitled to vote. The directors are elected by shareholders at each annual meeting of shareholders, and all directors will hold office for a term expiring at the close of the next annual meeting or until

24 -

their respective successors are elected or appointed. Our Articles provide that, between annual general meetings of shareholders, the directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of additional directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.

The Nominating and Governance Committee shall identify and recommend to the Board qualified nominees for election or appointment, as the case may be, as directors. See also “Committees of our Board – Nominating and Governance Committee”.

Chair of the Board

Miroslav (Mirko) Wicha is the Chair of our Board. Our Board adopted a written position description for the Chair, which sets out the Chair’s key responsibilities, including, among others, duties relating to setting board meeting agendas, chairing board and shareholder meetings and helping the Board fulfil the goals it sets by assigning specific tasks to members of the Board. See “– Meetings of Independent Directors and Conflicts of Interest”.

Lead Director

Neil Hindle, an independent director, is the lead director of Haivision (the “ Lead Director ”) and ensures that the Board discharges its responsibilities, evaluates the performance of management objectively and understands the boundaries between the responsibilities of the Board and of management.

Director Independence

Under National Instrument 58-101 respecting Disclosure of Corporate Governance Practices, a director is considered to be independent if he or she is independent within the meaning of section 1.4 of National Instrument 52-110 – Audit Committees (the “ NI 52-110 ”). Pursuant to NI 52-110, an independent director is a director who is free from any direct or indirect relationship which could, in the view of our Board, be reasonably expected to interfere with a director’s independent judgment. Based on information provided by each director concerning his or her background, employment and affiliations, our Board has determined that, of the six directors on our Board, Miroslav (Mirko) Wicha is not independent because he is our President and Chief Executive Officer. Certain members of our Board are also members of the board of directors of other public companies. Our Board has not adopted a director interlock policy, but stays informed of other public directorships held by its members.

The Company has taken steps to ensure that adequate structures and processes permit the Board to function independently of management of the Company. The Board has designated Neil Hindle as Lead Director. See “– Lead Director”.

Meetings of Independent Directors and Conflicts of Interest

Our Board believes that, given its size and structure, it is able to exercise independent judgment in carrying out its responsibilities. To enhance such independent judgment, the independent members of our Board may meet in the absence of senior executive officers and management, or any non-independent directors. Our Chair, or Lead Director if the Chair is not independent within the meaning of NI 52-110, are responsible for ensuring that the directors who are independent of management have opportunities to meet without management present, as required.

A director who has a material interest in a matter before our Board, or any committee on which he or she serves, is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our Board or any committee on which he or she serves, such director may be required to excuse himself or herself from the meeting while discussions are being held and, depending on the circumstances, abstain from voting with respect to the matter at stake. Directors are also required to comply with the relevant provisions of the CBCA regarding conflicts of interest.

Majority Voting Policy

In accordance with the requirements of the Toronto Stock Exchange, our Board adopted the majority voting policy (the “ Majority Voting Policy ”) to the effect that, in an uncontested election, a nominee for election as a director who does not receive a greater number of votes “for” than votes “withheld” with respect to his or her election by

25 -

shareholders shall tender his or her resignation to the Chair of our Board promptly following the meeting of shareholders at which such election was held. Directors other than those who received a majority of “withheld” votes at the same shareholders’ meeting (or if there are less than three such directors, the entire Board) shall consider and, within 90 days following the shareholders’ meeting determine, whether or not to accept the resignation. The resignation of a director candidate who received a majority of “withheld” votes shall be accepted absent exceptional circumstances, and is effective when accepted by the Board. A press release disclosing the Board’s determination (and the reasons for rejecting the resignation, if applicable) shall be issued promptly following such determination, and a copy of such press release shall be provided to Toronto Stoc Exchange. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of our Board at which the resignation is considered.

Director Term Limits and Other Mechanisms of Board Renewal

Our Board has not adopted director term limits or other automatic mechanisms of board renewal. Rather than adopting formal term limits, mandatory age-related retirement policies and other mechanisms of board renewal, the Nominating and Governance Committee seeks to maintain the composition of our Board in a way that provides, in the judgement of our Board, the best mix of skills and experience to provide for our overall stewardship. Our Nominating and Governance Committee also conducts a process for the assessment of our Board, each committee and each director regarding his, her or its effectiveness and performance, and to report evaluation results to our Board. See also “– Diversity”.

Mandate of our Board

Our Board is responsible for supervising the management of our business and affairs, including providing guidance and strategic oversight to management. Our Board adopted a formal mandate in the form set forth in Appendix A that includes the following:

appointing our executive officers;
supervising our activities and managing our investments and affairs;
approving major decisions regarding us;
defining the roles and responsibilities of management and determining compensation of our directors and executive officers upon the recommendation of the Compensation Committee;
approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting and reviewing the performance of the Chief Executive Officer against such corporate goals and objectives;
taking steps to satisfy itself as to the integrity of the Chief Executive Officer and other senior executive officers and that the Chief Executive Officer and other senior executive officers create a culture of integrity throughout the organization; and
ensuring a strategic planning process is in place and approve strategic plans.

Our Board adopted a written position description for our Chief Executive Officer which sets out the key responsibilities of our Chief Executive Officer, including, among other duties in relation to providing overall leadership, developing and recommending to the Board annual business plans and budgets that support the Company’s long term business plan and strategies, recommending to the Board the Company’s financial and operating goals and objectives, and supervising day-to-day management.

Orientation and Continuing Education

We are in the process of adopting an orientation program for new directors under which a new director will meet with the Chair, members of senior management and our secretary. In addition, new directors are provided with comprehensive orientation and education as to our activities and our industry, the role of our Board and its committees, and the contribution that an individual director is expected to make. Our Nominating and Governance Committee is responsible for overseeing director continuing education designed to maintain and enhance the skills and abilities of

26 -

the directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Our Nominating and Governance Committee also coordinates the development of continuing education activities or programs for directors, from time to time as appropriate, that shall, among other things, assist directors to maintain or enhance their skills and abilities as directors, and assist directors in ensuring that their knowledge and understanding of the Company and its business remain current.

In addition, Board members are expected to keep themselves current with industry trends and developments and are encouraged to communicate with management and, where applicable, auditors, advisors and other consultants of the Company. Board members have access to the Company’s external legal counsel in the event of any questions or matters relating to our Board members’ corporate and director responsibilities and to keep themselves current with changes in legislation. Board members have full access to the Company’s records.

Code of Business Conduct

We adopted a written code of business conduct (the “ Code of Conduct ”) that applies to all of our officers, directors and employees and certain of our contractors, agents and other representatives acting on behalf of us. The objective of the Code of Conduct is to provide guidelines for maintaining our honesty, ethical behaviour, integrity and compliance with applicable laws and regulations. The Code of Conduct addresses conflicts of interest, outside employment and business activities, community activities, board appointments, personal gain, company confidential information, intellectual property, use of company assets, use of technology, discrimination and harassment in the work environment, fair employment practices, employee privacy and personal information, substance and alcohol abuse, health, safety and the environment, compliance with laws, gifts, benefits and entertainment, recording of transactions and reporting of financial information, use of written agreements, records retention and destruction, cybersecurity, ethical competitive practices, crime and money-laundering prevention, dealing with persons outside the company, investigations and reporting any violations of law, regulation or the Code of Conduct. Our Board has ultimate responsibility for monitoring compliance with the Code of Conduct and it monitors compliance through our Nominating and Governance Committee. The Code of Conduct is available on the internet at www.haivision.com.

Committees of our Board

Our Board established three standing committees, namely the Audit Committee, the Nominating and Governance Committee and the Compensation Committee.

Audit Committee

Our Audit Committee consists of three directors, each of whom are persons determined by our Board to be independent directors and financially literate, in each case, within the meaning of NI 52-110. Our Audit Committee comprises Neil Hindle, who acts as chair of this committee, Harvey Bienenstock and Robin M. Rush. Each of our Audit Committee members has an understanding of the accounting principles used to prepare financial statements and varied experience as to the general application of such accounting principles, as well as an understanding of the internal controls and procedures necessary for financial reporting. For additional details regarding the relevant education and experience of each member of our Audit Committee, see also “Matters to Be Acted Upon at the Meeting” further above.

Our Board adopted a written charter setting forth the purpose, composition, authority and responsibility of our Audit Committee, consistent with NI 52-110. A copy of the written charter of our Audit Committee adopted by our Board, can be found under “Audit Committee” in our annual information form for Fiscal 2020 under the Company’s profile on SEDAR at www.sedar.com. Our Audit Committee assists our Board in fulfilling its oversight of:

the quality and integrity of the financial statements, the financial reporting process and related information;
the independence, qualifications and appointment and performance of the Company’s external auditor and the performance of the Company’s internal audit function, if applicable;
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the accounting and financial reporting policies, practices and procedures of the Company and its subsidiaries and affiliates;
the Company’s compliance with applicable legal and regulatory requirements, as applicable and subject to the advice of internal or external legal counsel;
management’s design, implementation and effective conduct of disclosure, internal controls and audit procedures (internal and external) over financial reporting;
preparation of disclosures and reports required to be prepared by the Audit Committee by any law, regulation, rule or stock exchange listing standard;
enterprise risk management processes and practices, treasury, tax, hedging, and financial strategies and policies; and
whistleblower policy and processes, including pursuant to, and in accordance with, the Company’s whistleblower policy.

It is the responsibility of our Audit Committee to maintain free and open channels of communication between the Audit Committee, our external auditors and our management. Our Audit Committee has full access to our management and records and external auditors as necessary to carry out these responsibilities. We provide appropriate funding, as determined by our Audit Committee, for the payment of compensation to the independent auditor for the purpose of rendering or issuing an audit report and to any advisors employed by our Audit Committee.

We have developed a written position description for the chair of the Audit Committee which is set out in the committee charter for the Audit Committee.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of three directors, each of whom is a person determined by our Board to be an independent director, and is charged with reviewing, overseeing and evaluating our corporate governance and nominating policies. Our Nominating and Governance Committee comprises Harvey Bienenstock, Neil Hindle and Julie Tremblay. Mr. Bienenstock chairs the Nominating and Governance Committee. No member of our Nominating and Governance Committee is one of our officers, and as such, our Board believes that our Nominating and Governance Committee is able to conduct its activities in an objective manner.

For additional details regarding the relevant education and experience of each member of our Nominating and Governance Committee, see also “Matters to Be Acted Upon at the Meeting” further above.

Our Board adopted a written charter setting forth the purpose, composition, authority and responsibility of our Nominating and Governance Committee. Our Nominating and Governance Committee’s purpose is to assist our Board in:

developing our corporate governance guidelines and principles and providing governance leadership;
identifying individuals qualified to be nominated as members of our Board;
overseeing director orientation and continuing education;
monitoring compliance with our Code of Conduct;
reviewing the structure, composition and mandate of our Board committees; and
evaluating the performance and effectiveness of our Board and of our Board committees.

Our Nominating and Governance Committee is responsible for, annually or as required, recruiting and identifying, and recommending to our Board for nomination, individuals qualified to become new Board members, as well as recommending individual directors to serve on the various Board committees. In making its recommendations, the

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Nominating and Governance Committee considers the competencies that our Board considers to be necessary and desirable for our Board as a whole, and Board committees, to possess, the competencies, skills and personal qualities that our Board considers each existing director to possess, and the competencies, skills and personal qualities each new nominee will bring to the boardroom.

Our Nominating and Governance Committee is responsible for establishing and implementing procedures to evaluate the desired competencies and skills of our Board, committees of our Board and the contributions of individual Board members. Our Nominating and Governance Committee also takes reasonable steps to evaluate and assess, on an annual basis, directors’ performance and effectiveness of our Board, committees of our Board, individual Board members, our Chair and committee chairs. The assessment may address, among other things, individual director independence, individual director and overall board skills, and individual director financial literacy. Our Board receives and considers the recommendations from our Nominating and Governance Committee regarding the results of the evaluation of the performance and effectiveness of our Board, committees of our Board and individual Board members. Our Nominating and Governance Committee is also responsible for orientation and continuing education programs for our directors. See also “– Orientation and Continuing Education”.

The committee chair is responsible for leadership of the Nominating and Governance Committee, including preparing the agenda in consultation with other committee members and members of management, presiding over the meetings, making committee assignments and reporting to the Board following each meeting and as otherwise necessary or appropriate. The Nominating and Governance Committee reports through the committee chair to the Board following meetings of the committee on matters considered by the committee, its activities and compliance with its committee charter.

Compensation Committee

Our Compensation Committee consists of three directors, each of whom is a person determined by our Board to be an independent director, and is charged with reviewing, overseeing and evaluating our compensation policies. Our Compensation Committee is comprised of Glenn E. Duval, Neil Hindle and Robin M. Rush. Mr. Rush chairs the Compensation Committee. No member of our Compensation Committee will be one of our officers, and as such, our Board believes that our Compensation Committee is able to conduct its activities in an objective manner.

For additional details regarding the relevant education and experience of each member of our Compensation Committee, including the direct experience that is relevant to each committee member’s responsibilities in executive compensation, see also “Matters to Be Acted Upon at the Meeting”.

Our Board adopted a written charter setting forth the purpose, composition, authority and responsibility of our Compensation Committee. Our Compensation Committee’s purpose is to assist our Board in:

at least annually, assessing the compensation of our directors and making recommendations to our Board;
from time to time, as appropriate, reviewing with the chair of the Board, the Lead Director, if applicable, and the Chief Executive Officer of the Company the long-term goals and objectives of the Company in relation to compensation;
at least annually, reviewing and making recommendations to the Board with respect to the corporate goals and objectives relevant to the compensation of the Chief Executive Officer and evaluating the Chief Executive Officer’s performance in light of those goals and objectives;
at least annually, reviewing and making recommendations to the Board with respect to the compensation of the Chief Executive Officer and, based on the recommendation of the Chief Executive Officer, the other members of the executive management group, including salary, incentive compensation plans, equity-based plans, the terms of any employment agreements, severance arrangements and change of control arrangements or provisions, and any special or supplemental benefits provided that the committee will not be required to review or approve annual cash bonuses to employees of the Company other than the executive management group;
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from time to time, as appropriate, reviewing the Company’s policies on salary administration, pay and employment equity, basic incentive and total cash compensation, retirement benefits, and long-term incentives and recommending changes to the Board if appropriate; and
reviewing management’s policies and practices for ensuring that the Company complies with legal prohibitions, disclosure and other requirements on making or arranging for personal loans and amending or extending any such loans or arrangements.

Further particulars of the process by which compensation for our executive officers is determined is provided under the heading “Executive Compensation”.

The committee chair is responsible for leadership of the Compensation Committee, including preparing the agenda in consultation with other committee members and members of management, presiding over the meetings, making committee assignments and reporting to the Board following each meeting and as otherwise necessary or appropriate. The Compensation Committee reports through the committee chair to the Board following meetings of the committee on matters considered by the committee, its activities and compliance with its committee charter.

Diversity

We recognize the importance and benefit of having a board of directors and senior management comprised of highly talented and experienced individuals having regard to the need to foster and promote diversity among board members and senior management with respect to attributes such as gender, ethnicity and other factors.

In support of this goal, our Nominating and Governance Committee, when identifying candidates to nominate for election to our Board or appoint as senior management:

considers individuals who are highly qualified, based on their talents, experience, functional expertise and personal skills, character and qualities having regard to our current and future plans and objectives, as well as anticipated regulatory and market developments;
considers criteria that promote diversity, including with regard to women, visible minorities, aboriginal persons and persons with disabilities and other factors;
considers the level of representation of women, visible minorities, aboriginal persons and persons with disabilities on our Board and in senior management positions, along with other markers of diversity, when making recommendations for nominees to our Board or for appointment as senior management and in general with regard to succession planning for our Board and senior management; and
as required, engages qualified independent external advisors to assist our Board in conducting its search for candidates that meet our Board’s criteria regarding skills, experience and diversity.

We adopted a formal policy for the representation and nomination of women, visible minorities, aboriginal persons and persons with disabilities on our Board consistent with our commitment to cv described above. The Company will periodically assess the skills, experience, knowledge and backgrounds of its directors in light of the needs of the Board, including the extent to which the current composition of the Board reflects a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. We do not expect to adopt formal targets regarding the number of women, visible minorities, aboriginal persons and persons with disabilities on our Board, because our Nominating and Governance Committee generally identifies, evaluates and recommends candidates that, as a whole, consist of individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized experience, while taking diversity, including gender diversity, into account.

Haivision is committed to a merit-based system for Board composition, which reflects a diverse and inclusive culture where directors believe that their views are heard, their concerns are attended to and they serve in an environment where bias, discrimination and harassment on any matter are not tolerated. When identifying suitable candidates for appointment to the Board, Haivision considers candidates on merit against objective criteria and the needs of the Board and considers the need to increase the number of women directors on the Board to meet the Company’s goal. When recruiting new candidates for appointment, search protocols go beyond the networks of existing Board members and

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incorporate diversity, including identification of female candidates, as a component. Any search firm engaged to assist the Board or the Nominating and Governance Committee of the Board in identifying candidates for appointment to the Board shall be directed to include women candidates and women candidates will be included in the Board’s evergreen list of potential Board nominees.

The Nominating and Governance Committee will consider whether to adopt targets for specific Board diversity characteristics in furtherance of the objectives of this policy. Annually, the Nominating and Governance Committee will review this policy and assess its effectiveness in promoting a diverse Board which includes an appropriate number of women directors.

We have not adopted a formal policy for the level of representation of women in executive officer positions when making executive officer appointments. The Company does not explicitly consider the level of gender representation in executive officer positions when making executive officer appointments, as the directors are of the view that such an analysis is not required in order to retain the best candidates for available openings. The Company will, however, be mindful of the benefit of diversity of its executive officers and the need to maximize their effectiveness and respective decision-making abilities. Accordingly, in searches for new candidates, the Company will consider the level of female representation and diversity of its executive officers, and this will be one of several factors used in the search process. This will be achieved through continuously monitoring the level of female representation and, where appropriate, recruiting qualified female candidates as part of its overall recruitment and selection process to fill openings, as the need arises through vacancies, growth or otherwise.

As of October 31, 2020, there were no women on our Board or as part of our executive team. However, women were then represented in our senior management positions and, since then, Julie Tremblay was appointed to our Board on January 12, 2021.

As of the date hereof, there is one woman on our Board (approximately 16.67%), and there is no woman as part of our executive team. However, women are represented in our senior management positions.

Disclosure, Confidentiality and Trading Policy

Our Board adopted a disclosure, confidentiality and trading policy (the “ Disclosure, Confidentiality and Trading Policy ”) to deal with the timely dissemination of all material information. The Disclosure, Confidentiality and Trading Policy, which will be reviewed annually, establishes guidance for determining what information is material and how it is to be disclosed to avoid selective disclosure and to ensure wide dissemination. Our Board, directly and through its committees, reviews and approves the contents of major disclosure documents, including annual and interim consolidated financial statements, prospectuses, our annual information form, management’s discussion and analysis and our management information circular. We seek to communicate with our Shareholders through these documents as well as by means of news releases, our website and investor relations calls and meetings.

Whistleblower Policy

Haivision adopted a whistleblower policy that, among other things, allows employees, managers, executive officers, directors, agents, representatives and advisors of Haivision to report, including on an anonymous basis, concerns or complaints regarding any situation of known or suspected acts of misconduct or other violations of the Code of Conduct.

The Board believes that providing forums to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct within Haivision.

Directors’ and Officers’ Liability Insurance

Our and our subsidiaries’ directors and officers are covered under our directors’ and officers’ liability insurance. Under this insurance coverage, we and our subsidiaries will be reimbursed for insured claims where payments have been made under indemnity provisions on behalf of our and our subsidiaries’ directors and officers, subject to a deductible for each loss, which will be paid by us. Our and our subsidiaries’ individual directors and officers will also be reimbursed for insured claims arising during the performance of their duties for which they are not indemnified by us or our subsidiaries. Excluded from insurance coverage are illegal acts, acts which result in personal profit and certain other acts.

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INDEBTEDNESS OF DIRECTORS AND OFFICERS

None of our directors, executive officers, employees, former directors, former executive officers or former employees or of any of our subsidiaries, and none of their respective associates, is or has within 30 days before the date of this Circular or at any time since the beginning of Fiscal 2020 been indebted (including in connection with the purchase of securities) to us or to any of our subsidiaries or to another entity whose indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar agreement or understanding provided by us or any of our subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular, to the knowledge of the Company, (i) no director or executive officer of the Company, (ii) no person who beneficially owns, or controls or directs, directly or indirectly, our voting securities or who exercised control or direction over our voting securities or a combination of both carrying more than 10% of the voting rights attached to any class of outstanding voting securities of the Company, (iii) no director or executive officer of such person indicated in clause (ii), (iv) no director or executive officer of any subsidiary of the Company, (v) no proposed director of the Company, and (vi) no associate or affiliate of any of the foregoing persons indicated in clauses (i) through (v), has or had any material interest, direct or indirect, in any transaction since the beginning of Fiscal 2020 or in any proposed transaction which has materially affected or would materially affect the Company or any of our subsidiaries.

ADDITIONAL INFORMATION

Additional information relating to Haivision, including financial information provided in Haivision’s consolidated financial statements for the years ended October 31, 2020 and 2019, the MD&A and the AIF, is available on the Company’s website at www.haivision.com and SEDAR at www.sedar.com. Shareholders may obtain at no charge copies of Haivision’s financial statements and MD&A by making a written request to Dan Rabinowitz, Chief Financial Officer and Secretary of Haivision, at:

Haivision Systems Inc. 2600 Boulevard Alfred Nobel 5[th] Floor Montréal, Québec, H4S 0A9 Telephone: 847-362-6800

The Company may require payment of a reasonable charge if the request is made by a person who is not a Shareholder.

Financial information is provided in Haivision’s comparative financial statements and MD&A for its most recently completed financial year.

DEADLINE FOR PROPOSALS FOR NEXT ANNUAL MEETING

The Company will include proposals from shareholders that comply with applicable laws in next year’s management proxy circular for its next annual shareholder meeting to be held in respect of the fiscal year ending on October 31, 2021. Shareholder proposals must be received prior to the close of business on December 12, 2021 and be sent to the Company’s Corporate Secretary: (i) by email at [email protected]; or (ii) by mail addressed to Haivision Systems Inc. at 2600 Boulevard Alfred Nobel 5th Floor Montréal, Québec H4S 0A9, Attention: Dan Rabinowitz.

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APPROVAL AND CERTIFICATION

The contents and sending of this Circular have been approved by the Board.

March 12, 2021

BY ORDER OF THE BOARD.

(signed) “Miroslav (Mirko) Wicha” Chairman, President and Chief Executive Officer

A-1

APPENDIX A BOARD CHARTER

See attached document.

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BOARD OF DIRECTORS CHARTER

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	Page
I.	PURPOSE ........................................................................................................................................ 1
II.	DUTIES AND RESPONSIBILITIES OF THE BOARD ..................................................................... 1
	A. STRATEGY AND BUDGET ................................................................................................ 2
	B. GOVERNANCE ................................................................................................................... 2
	C. BOARD AND COMMITTEE MEMBERS ............................................................................. 2
	D. CEO, CFO, OTHER EXECUTIVE OFFICERS AND COMPENSATION AND BENEFIT
	POLICIES ............................................................................................................................ 3
	E. RISK MANAGEMENT, CAPITAL MANAGEMENT AND INTERNAL CONTROLS ............ 4
	F. FINANCIAL REPORTING, AUDITORS AND TRANSACTIONS ........................................ 4
	G. LEGAL REQUIREMENTS AND DIALOGUE WITH STAKEHOLDERS .............................. 5
	H. OTHER ................................................................................................................................ 5
III.	BOARD CHAIR ................................................................................................................................ 5
	A. APPOINTMENT OF THE BOARD CHAIR .......................................................................... 5
	B. DUTIES AND RESPONSIBILITIES OF THE BOARD CHAIR ............................................ 5
IV.	LEAD DIRECTOR ............................................................................................................................ 6
	A. APPOINTMENT OF LEAD DIRECTOR .............................................................................. 6
	B. DUTIES AND RESPONSIBILITIES OF THE LEAD DIRECTOR ........................................ 6
V.	EVALUATION OF THE BOARD ...................................................................................................... 7
VI.	OUTSIDE ADVISORS ...................................................................................................................... 7
VII.	MEMBERSHIP ................................................................................................................................. 7
IX.	PROCEDURES FOR MEETINGS ................................................................................................... 8
X.	QUORUM AND VOTING ................................................................................................................. 8
XI.	SECRETARY ................................................................................................................................... 8
XII.	RECORDS ....................................................................................................................................... 8
XIII.	REVIEW OF CHARTER ................................................................................................................... 8

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PURPOSE

The Board of Directors (the “ Board ”) of Haivision Systems Inc. (the “ Corporation ”) is responsible for the supervision of the management of the business and affairs of the Corporation. The Board shall act honestly and in good faith with a view to pursue the best interests of the Corporation, shall discharge its duties directly and through its various subcommittees that may exist from time to time and shall exercise the care, diligence and skill that reasonably prudent persons would exercise in comparable circumstances. The Board shall have the authority to delegate to subcommittees of the Board, provided however that the Board shall not delegate any power or authority required by any law, regulation, rule or stock exchange listing requirement to be exercised by the Board as a whole.

The composition and meetings of the Board are subject to the requirements set forth in the articles and by-laws of the Corporation, as well as in applicable laws and the rules of the Toronto Stock Exchange (the “ TSX ”). The present board of directors charter (“ Board Charter ”) is not intended to limit, enlarge or change in any way the responsibilities of the Board as determined by such articles, by-laws, applicable laws and the rules of the TSX.

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DUTIES AND RESPONSIBILITIES OF THE BOARD

In furtherance of its purpose, the Board assumes the following duties and responsibilities, some of which are initially reviewed and recommended by the applicable subcommittee of the Board (each, a “ Committee ”) to the full Board for approval:

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A. STRATEGY AND BUDGET

Review and approve, as appropriate, the Corporation’s mission and business vision.
Ensure a strategic planning process is in place and approve, on at least an annual basis, a strategic plan which takes into account, among other things, the opportunities and risks of the business.
Approve the Corporation’s annual operating and capital budgets.
Review and monitor the Corporation’s performance with reference to the adopted business plan and budgets.
Review and approve material transactions and capital investments, not in the ordinary course of business.

B. GOVERNANCE

Oversee the Corporation’s policies concerning business conduct, ethics, public disclosure of material information and other matters.
Oversee any charitable contributions made by the Corporation that are outside of normal course of business and exceeding $25,000.
Develop, adopt, implement, review and enforce the Corporation’s Code of Conduct, Majority Voting Policy, Disclosure, Confidentiality and Trading Policy and Whistleblower Policy and any other policies, charters, by-laws or similar documentation covering such related matters that may be adopted by the Board from time to time, and the actions, reports and recommendations received periodically from the Audit Committee, the Nominating and Governance Committee and the Compensation Committee with respect to the conduct of the business in compliance with such policies.

C. BOARD AND COMMITTEE MEMBERS

Identify individuals qualified to become Board members, considering, among other things, the size of the Board, the industry in which the Corporation operates, companies similar to the Corporation and the competencies and skills of directors and proposed directors and the nominees for election at the next annual meeting of shareholders of the Corporation.
Approve the nomination of directors to the Board and its Committees, as well as:
a. ensure that the requisite number of the Corporation’s directors have no direct or indirect material relationship with the Corporation that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and determine who, in the reasonable opinion of the Board, are “independent” in accordance with the foregoing and applicable legislation, regulations and stock exchange listing requirements (including, for greater certainty, the rules and regulations of the TSX);
b. develop appropriate qualifications/criteria for the selection of Board members, including criteria for determining director independence; and
c. appoint the chair of the Board (the “ Board Chair ”), a lead independent director (the “ Lead Director ”) in accordance with this Board Charter, if necessary, the

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members of each Committee and the chair of each Committee (each a “ Committee Chair ”), in consultation with the members of the relevant Committee.

Determine the directors’ remuneration for Board and Committee service while ensuring that the Corporation’s compensation policy for directors reflects realistically the time spent, responsibilities and risks involved in being an effective director.
Assess annually the effectiveness and contribution of the Board, the Board Chair, the Lead Director, each Committee and their respective Committee Chairs and of individual directors.
Identify individuals qualified to become members of the audit committee of the Board (the “ Audit Committee ”) in light of the independence, financial literacy, accounting or related financial management experience and other membership requirements set forth under applicable laws, rules, regulations and stock exchange listing requirements (including, for greater certainty, the rules and regulations of the TSX).
Provide a comprehensive orientation program for new directors to the Board and continuing education opportunities for all directors to ensure that directors can maintain and enhance their abilities and ensure that their knowledge of the business of the Corporation remains current.
Develop written position descriptions for the Board Chair, the Lead Director and the respective Committee Chairs of each Committee.
Review and discuss with each of the Committees the appropriateness of their respective charters and any changes to such charters which may be recommended by such Committee to the Board.

D. CEO, CFO, OTHER EXECUTIVE OFFICERS AND COMPENSATION AND BENEFIT POLICIES

Appoint the executive officers of the Corporation including, but not limited to, the Chief Executive Officer (the “ CEO ”) and the Chief Financial Officer (the “ CFO ” and together with the CEO and the other executive officers, as appropriate, the “ Executive Officers ”).
Develop a written position description for the role of the CEO.
Develop the corporate goals and objectives that each Executive Officer is responsible for meeting and review the performance of each Executive Officer against such corporate goals and objectives.
Evaluate, in conjunction with the Compensation Committee, the performance of each Executive Officer in relation with the corporate and, as applicable, personal objectives set by the Board.
Approve, upon recommendation of the Compensation Committee, the Corporation’s compensation and benefits policies or any changes thereto for Executive Officers.
Approve, by the independent directors, all forms of compensation for the Executive Officers.
Ensure, upon recommendation of the Compensation Committee, that the Corporation’s compensation and benefits policies create and reinforce good conduct, ethical behaviour and promote reasonable risk taking.

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Satisfy itself as to the integrity of the Executive Officers and senior management and that the Executive Officers and senior management create a culture of integrity throughout the organization.
Provide stewardship in respect of succession planning, and approve, as may be required, (i) the succession plan with respect to the positions of the Executive Officers, and (ii) the appointment, training and monitoring of the Executive Officers and senior management.

E. RISK MANAGEMENT, CAPITAL MANAGEMENT AND INTERNAL CONTROLS

Identify and assess the principal risks of the Corporation’s business, and ensure the implementation of appropriate systems to manage these risks.
Ensure the integrity of the Corporation’s internal control system and management information systems and the safeguarding of the Corporation’s assets.
Review, approve and, as required, oversee compliance with the Corporation’s disclosure, confidentiality and trading policy (regarding corporate disclosure and confidentiality) (the “ Disclosure, Confidentiality and Trading Policy ”) by directors, Executive Officers, other members of management and employees of the Corporation, as well as such other persons that may, from time to time, have a relationship with the Corporation.
Review and approve the Corporation’s internal and external policies for overseeing, communicating and disseminating information with, among others, shareholders, other stakeholders, analysts and the public, the whole in accordance with the Disclosure, Confidentiality and Trading Policy.
Review and oversee the Corporation’s internal controls over financial reporting and its disclosure controls and procedures.
Review and approve the Corporation’s code of conduct and business ethics (the “ Code ”) with the purpose of promoting integrity and deterring wrongdoing, and encouraging and promoting a culture of ethical business conduct and, as required, oversee compliance with the Code by directors, Executive Officers, other members of management and employees of the Corporation, as well as such other persons that may, from time to time, have a relationship with the Corporation and reviewing any waivers or violations of such Code.

F. FINANCIAL REPORTING, AUDITORS AND TRANSACTIONS

Review and approve, as required, after they have been recommended for approval by the Audit Committee, the Corporation’s annual and interim financial statements, MD&A, prospectus-type documents, earnings press releases (including financial outlook, futureoriented financial information and other forward-looking information) and other disclosure material or related financial information before such information is publicly filed in accordance with the Disclosure, Confidentiality and Trading Policy.
Appoint the external auditor of the Corporation (including compensation and the terms and review of their engagement), based on the recommendation of the Audit Committee and subject to the approval of the shareholders of the Corporation, as well as remove the external auditor of the Corporation as the case may be.
As appropriate, establish appropriate limits on the authority delegated to the Executive Officers and other members of management of the Corporation to manage the business and affairs of the Corporation.

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G. LEGAL REQUIREMENTS AND DIALOGUE WITH STAKEHOLDERS

Oversee the adequacy of the Corporation’s processes to ensure compliance by the Corporation with applicable legal and regulatory requirements.
Establish appropriate measures for receiving feedback from stakeholders.

H. OTHER

Review, approve and, as required, oversee, with the assistance of the Nominating and Governance Committee, the compliance with the Corporation’s environmental, social, health and safety, governance and ethics policies and guidelines that may be established by the Board, from time to time, by the Corporation’s directors, Executive Officers, other members of management and employees of the Corporation, as well as such other persons that may, from time to time, have a relationship with the Corporation.
Perform any other function as prescribed by law or as not delegated by the Board to one of the Committees or to management of the Corporation.

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BOARD CHAIR

A. APPOINTMENT OF THE BOARD CHAIR

The Board shall annually appoint the Board Chair from among the Corporation’s directors following the annual meeting of shareholders of the Corporation.

B. DUTIES AND RESPONSIBILITIES OF THE BOARD CHAIR

The Board Chair leads the Board in all aspects of its work and is responsible for effectively managing the affairs of the Board and ensuring that the Board is properly organized and functions efficiently. More specifically, the Board Chair shall, in addition to any responsibilities that may be attributed to him/her pursuant to a written position description established for the Board Chair, with respect to:

Strategy
a. provide leadership to enable the Board to act effectively in carrying out its duties and responsibilities as described in this Board Charter and as otherwise may be appropriate; and
b. work with the Executive Officers to monitor progress on the business plan, annual budgets, policy implementation and succession planning.
Board structure and management
a. chair the meetings of the Board;
b. in consultation with the Executive Officers, the corporate secretary of the Corporation (or such other individual or Executive Officer serving in such capacity) (the “ Corporate Secretary ”) and the relevant Committee Chairs, as appropriate, determine the frequency, dates and locations of the meetings of (i) the Board, (ii) the Committees, and (iii) the shareholders of the Corporation;

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c. in consultation with the Executive Officers and the Corporate Secretary, review the meeting agendas to ensure all required business is brought before the Board to enable it to efficiently carry out its duties and responsibilities;
d. ensure the Board has the opportunity, if and when required, to meet separately without non-independent directors and members of management of the Corporation present;
e. ensure, in consultation with the relevant Committee Chairs, that all items requiring Board and Committee approval are appropriately tabled;
f. ensure the proper flow of information to the Board and review, with the Executive Officers and the Corporate Secretary, the adequacy and timing of materials in support of management’s proposals;
g. in conjunction with the relevant Committee (and Committee Chairs), review and assess the directors’ meeting attendance records and the effectiveness and performance of the Board, the Committees (and their respective Committee Chairs) and individual directors;
h. ensure that the Board works in a cohesive manner and enable open communication among its members; and
i. in conjunction with the Lead Director, if applicable, ensure that the Board is provided with the resources, including external advisers and consultants to the Board as considered appropriate, to permit it to carry out its responsibilities and bring to the attention of the Board Chair and the CEO any issues that are preventing the Board from being able to carry out its responsibilities.

Shareholders

a. chair the annual and any special meeting of the shareholders of the Corporation; and
b. ensure that all business that is required to be brought before a meeting of shareholders of the Corporation is brought before such meeting.

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LEAD DIRECTOR

A. APPOINTMENT OF LEAD DIRECTOR

If the appointed Board Chair is also an Executive Officer, the directors will annually appoint a Lead Director that will assist the Board Chair in performing the duties and responsibilities associated with the Board Chair. The Lead Director should be sufficiently removed from the day-to-day running of the business to ensure that the Board can objectively oversee the Corporation’s affairs and be attentive to its obligations to its shareholders.

B. DUTIES AND RESPONSIBILITIES OF THE LEAD DIRECTOR

The Lead Director, in addition to any responsibilities that may be attributed to him/her pursuant to the position description of the Lead Director pursuant to any additional position description of the Lead Director, shall have the following responsibilities:

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oversee that the Board discharges its responsibilities, ensure that the Board evaluates performance of management objectively and that the Board understands the boundaries between the Board and management responsibilities;
perform the duties of the Board Chair when there is a conflict of interest between the Board Chair and Executive Officer roles;
evaluate any conflicts of interest affecting the Corporation and determine the process for dealing with the same;
in the absence of the Board Chair, serve as the acting chair of the Board presiding over meetings of the Board and meetings of the shareholders of the Corporation;
review agendas and give input for meetings of the Board in advance with the Board Chair;
act as a resource person and advisor to the CEO and CFO, as well as the various Committees;
convene and preside over meetings of the independent directors and communicate the results of these sessions, where appropriate, to the Board Chair, management of the Corporation or the Board;
generally serve as the principal liaison between the independent directors and the Board Chair and between the independent directors and management of the Corporation;
review annually, on a retrospective basis, the expenses of the Board Chair and of the Executive Officers ; and
upon request of the Board, carry out any other duties or functions as may be appropriate in the circumstances.

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EVALUATION OF THE BOARD

The Board shall, on an annual basis, evaluate and review its performance as a whole, as well as the performance of each individual director, Committee and Committee Chairs while taking into account: (i) in the case of the Board as a whole, this Board Charter, (ii) in the case of an individual director, the competencies and skills each individual director is expected to contribute to the Board, (iii) in the case of the Committees as a whole, the relevant committee charter or policy, and (iv) in the case of Committee Chairs, the applicable position description(s).

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OUTSIDE ADVISORS

The Board shall have the authority to engage outside counsel and other outside advisors as it deems appropriate to assist the Board in the performance of its functions. The Corporation shall provide appropriate funding for such advisors as determined by the Board.

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MEMBERSHIP

The majority of the directors shall, pursuant to applicable laws, rules, regulations and stock exchange listing requirements (including, for greater certainty, the rules and regulations of the TSX): (i) meet the independence requirements; and (ii) have the required experience and qualifications as determined by the Board from time to time.

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PROCEDURES FOR MEETINGS

The Board shall fix its own procedure at meetings and for the calling of meetings. Meetings of the Board will be held quarterly, or more frequently, as required. Independent directors may meet before or after each Board meeting or more often if required. The independent directors shall decide, at each Board meeting, whether an in camera meeting without the non-independent directors and management present, as applicable, is appropriate at such meeting.

The Board may invite any of the Corporation’s officers, employees, advisors or any other person to attend meetings of the Board to assist in the discussion and examination of the matters under consideration by the Board.

Directors are expected to attend all meetings of the Board and of the Committees (if applicable) and review, in advance, the meeting materials.

The proceedings and deliberations of the Board and the Committees are confidential. Each director shall maintain, at all times, the confidentiality of all information received in his or her capacity as a director of the Corporation.

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QUORUM AND VOTING

The majority of the Board shall constitute a quorum for the transaction of business at a meeting. For any meeting(s) at which the Board Chair is absent, the chair of the meeting will be the Lead Director. For any meeting(s) at which the Board Chair and the Lead Director are absent, the Board will, by majority vote, select another director to preside the meeting. At a duly convened meeting, any question shall be decided by a majority of the votes cast.

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SECRETARY

Unless otherwise determined by resolution of the Board, the Corporate Secretary or his/her delegate shall act as the secretary of the Board and shall be tasked with taking minutes of the meetings of the Board and do such other things as may be requested by the Board, from time to time.

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RECORDS

The Board shall keep such records as it may deem necessary of its proceedings.

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REVIEW OF CHARTER

The Board shall review and assess the adequacy of this Board Charter annually and at such other times as it considers appropriate, and shall make such changes to this Board Charter as it considers necessary or appropriate.

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AI assistant

Haivision Systems Inc. — Proxy Solicitation & Information Statement 2021

47984_rns_2021-03-16_105fb3cf-88e2-4a49-a436-68fa4faa0873.pdf

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ........................... 23

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Voting Process

Registered Shareholders

Registered Shareholders Voting before the Meeting

Registered Shareholders Voting at the Meeting

Non-Registered Shareholders

In all cases, non-registered Shareholders should follow the instructions of their intermediary carefully to ensure that their Shares are voted at the Meeting.

Non-Registered Shareholders Voting at the Meeting

Appointment of Proxyholders

Voting by Proxyholder

If no voting instructions are given, then your Proxyholder may vote your Shares as he or she sees fit.

Revocation of Proxies

Notice and Access

Inquiries with Havision’s Transfer Agent

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

Voting Securities

Principal Holders of Shares

Notes:

MATTERS TO BE ACTED UPON AT THE MEETING

Purpose of the Meeting

Receiving the Financial Statements

Election of Directors

General

Nominees to be Elected

Director Ownership

Cease Trade Orders and Bankruptcies

Penalties or Sanctions

Meeting Attendance

Appointment of Auditor

Audit Committee Information

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

EXECUTIVE COMPENSATION

Overview

Compensation-Setting Process

Principal Elements of Compensation

Base Salaries

Cash Bonuses

Long-term Incentives

Compensation Risk Management

LTIP

LTIP Administration

Shares Subject to the LTIP

Types of Awards

Stock Options

Restricted Share Units

Performance Share Units

Restricted Shares

Deferred Share Units

Other Share-Based Awards

Dividend Equivalents

Black-out Periods

Expiration

Termination of Employment or Services

Event

Provisions

Change in Control

Non-Transferability of Awards

Amendments to the LTIP

Summary Compensation Table

Employment Agreements, Termination and Change of Control Benefits

General

Termination with Cause

Voluntary Resignation

Death

Disability

Termination Without Cause

Change of Control Provisions

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

DIRECTOR COMPENSATION

Haivision Systems Inc. Proxy Solicitation & Information Statement 2021