Q4 Inc. — Proxy Solicitation & Information Statement 2024

Jan 3, 2024

Q4 INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Take Notice that the special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of common shares (“ Shares ”) of Q4 Inc. (the “ Company ”) will be held on January 24, 2024, at 10:00 a.m. (Toronto time). The Meeting will be a virtual only meeting conducted via live audio webcast. Shareholders can access the meeting by visiting https://meetnow.global/MA5VC62. The purpose of the Meeting is as follows:

1. to consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated December 20, 2023, as the same may be amended, modified or varied (the “ Interim Order ”), and, if thought advisable to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”) to approve a proposed plan of arrangement involving the Company and SEP Forge BidCo Inc., pursuant to Section 182 of the Business Corporations Act (Ontario) (the “ Arrangement ”). The full text of the Arrangement Resolution is set forth in Appendix “B” to the accompanying management information circular (the “ Circular ”); and

2. to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Company has fixed December 19, 2023 as the record date for determining those Shareholders entitled to receive notice and to vote at the Meeting. Only persons who were Shareholders as of the close of business on December 19, 2023 will be entitled to receive notice of, and to vote at, the Meeting. The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice.

The Meeting will be held virtually via the internet. Shareholders who choose to attend the Meeting will do so by accessing a live audio webcast of the Meeting via the internet. Shareholders and duly appointed proxyholders can access the Meeting by visiting https://meetnow.global/MA5VC62. At this website, Shareholders and duly appointed proxyholders will be able to listen to the Meeting live, submit questions and submit their vote while the Meeting is being held. We believe hosting the Meeting virtually will enable increased Shareholder attendance from different geographic locations and will encourage more active Shareholder engagement and participation at the Meeting. Please see “General Information Concerning the Meeting and Voting” below for more information.

If you are unable to attend the Meeting or if you wish to vote in advance of the Meeting, please carefully follow the instructions on the proxy or voting instruction form. Only registered Shareholders and duly appointed proxyholders may attend and vote at the Meeting. Shareholders who hold their Shares with a broker, investment dealer, bank, trust company or other intermediary who wish to vote at the Meeting must carefully follow the instructions provided by their intermediary. For information with respect to Shareholders who own their Shares through an intermediary, see “Proxyholder Matters – Voting of Proxy – NonRegistered Shareholders” in the Circular. In order to be effective, proxies must be received by the Chair of the Meeting no later than 10:00 a.m. (Toronto time) on January 22, 2024. Note that the deadlines set by your intermediary for submitting your form of proxy or voting instruction form may be earlier than the time and date described above. If you are attending the Meeting, please log in to the virtual meeting in advance to ensure that your vote will be counted.

Time is of the essence. It is recommended that you vote by telephone or internet to ensure that your vote is received before the Meeting. To cast your vote by telephone or internet, please have your form of proxy or voting instruction form on hand and carefully follow the instructions contained therein. You may also vote by mail by completing, dating and signing the enclosed form of proxy or voting instruction form and return it in the envelope provided for that purpose. To be valid, proxies must be received before 10:00 a.m. (Toronto time) on January 22, 2024 or, if the Meeting is adjourned or postponed, 48 hours (excluding Saturdays, Sundays and holidays) before any reconvened meeting, or be deposited with the Chair of the Meeting prior to the commencement of the Meeting or any reconvened meeting. Late proxies may be accepted or rejected by the Chair of the Meeting at his or her sole discretion. The Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

If you are appointing someone other than the management nominees to represent your Shares at the meeting, in addition to indicating this when voting, you will also need to log on to the following site to register your appointee with Computershare at http://www.computershare.com/q4inc and provide the name and email address of your chosen nominee. The day following the proxy deadline, Computershare will send an email with log in information for the Meeting to all correctly registered appointees.

Pursuant to the Interim Order, registered Shareholders as of the record date have been granted the right to dissent in respect of the Arrangement and, if the Arrangement becomes effective and such dissent rights are validly exercised, to be paid an amount

equal to the fair value of their Shares. This dissent right, and the procedures for its exercise, are described in the Circular under “Dissent Rights of Shareholders”. Failure to comply strictly with the dissent procedures described in this Circular will result in the loss or unavailability of any right to dissent. Persons who are beneficial owners of Shares registered in the name of an intermediary who wish to dissent should be aware that only registered Shareholders as of the record date are entitled to dissent. Shares held through a broker or other intermediary are generally registered in the name of CDS & Co. Accordingly, a beneficial owner of Shares desiring to exercise this right must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise such right to dissent on the Shareholder’s behalf. It is strongly suggested that any Shareholder wishing to dissent seek independent legal advice, as the failure to comply strictly with the provisions of the Business Corporations Act (Ontario), as modified by the Interim Order, the Final Order and the Plan of Arrangement (as such term is defined in the Circular), will result in the loss or unavailability of any right to dissent.

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-4527184 (North American toll-free) or +1 416-304-0211 (calls outside North America), or by email at assistance@laurelhill.com. If you have any questions about submitting your Shares for the Arrangement, including with respect to completing the Letter of Transmittal, please contact Computershare Investor Services Inc., who is acting as depositary under the Arrangement, at 1- 800-564-6253 (North American toll-free) or +1 514-982-7555 (calls outside North America), or by email at corporateactions@computershare.com.

Dated at Toronto, Ontario, this 22[nd] day of December, 2023.

By Order of the Directors of Q4 Inc.

(signed) “Kenneth Szeto”

Kenneth Szeto, Corporate Secretary Q4 Inc.