Quarterhill Inc.

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QUARTERHILL INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual and special meeting of the shareholders of Quarterhill Inc. (“ Quarterhill ”) will be held on Wednesday, April 14, 2021 at 9:30 a.m. (Toronto, Ontario time) (the “ Meeting ”).

Out of an abundance of caution, to proactively deal with potential issues arising from the unprecedented world-wide public health impact of coronavirus disease 2019 or COVID-19, and to limit and mitigate risks to the health and safety of our communities, shareholders, employees, directors and other stakeholders, Quarterhill will hold the Meeting in a virtual only format conducted by live audio webcast.

The Meeting will be accessible online at https://web.lumiagm.com/471788589 starting at 9:30 am (Toronto, Ontario time) on April 14, 2021. Please note that this site may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser.

The Meeting will be held to:

receive Quarterhill’s financial statements for the financial year ended December 31, 2020, together with the report of Quarterhill’s auditors thereon;
elect the members of Quarterhill’s Board of Directors (the “ Board ”);
appoint Quarterhill’s auditors and to authorize the Board to fix the auditors’ remuneration;
consider and, if thought appropriate, approve, with or without variation, a resolution to approve all unallocated awards under Quarterhill’s 2018 Equity Incentive Plan (the “ Equity Plan ”) and the granting of awards under the Equity Plan until April 14, 2024, as set out in Quarterhill’s March 10, 2021 Management Information Circular (the “ Circular ”); and
transact such further or other business as may properly come before the Meeting or any adjournment or adjournments of the Meeting.

A copy of the Circular and a form of proxy accompany this Notice.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet (at https://web.lumiagm.com/471788589 ) and comply with all of the requirements set out in the accompanying Management Information Circular.

Any non-registered (or beneficial) shareholder will be able to attend the Meeting, ask questions and vote, all in real time, only if they duly appoint themselves as their own

proxyholder and comply with all of the requirements set out in the accompanying Management Information Circular relating to that appointment and registration. Failing which, any non-registered (or beneficial) shareholder will be able to attend the Meeting as a guest, but will not be able to vote or ask questions at the Meeting.

Quarterhill shareholders will be able to participate at the Meeting online regardless of their geographic location.

Proxies to be used at the Meeting or at any adjournment must be deposited with Quarterhill’s Corporate Secretary at 25 King Street West, Suite 1101, Toronto, Ontario, M5L 2A1 or by fax to (613) 688-4894 or with Quarterhill’s transfer agent, Computershare Investor Services Inc. (“ Computershare ”) at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department in the envelope provided for that purpose, by fax to Computershare at 1-866-249-7775 or (416) 263-9524 or by otherwise following Computershare’s instructions and in any such case, not later than 9:30 a.m. (Toronto, Ontario time) on April 12, 2021 or the last business day preceding any adjournment of the Meeting.

Any questions regarding the Meeting or voting at the Meeting can be directed to Quarterhill’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors LP, at 1-877-659-1822 or, from outside North America, by collect call at 1-416-867-2272 or by Email at [email protected].

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

DATED at Toronto, Ontario this 10th day of March, 2021.

BY ORDER OF THE BOARD OF DIRECTORS

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Prashant Watchmaker Senior Vice-President, General Counsel & Corporate Secretary

Shareholders who are unable to attend the virtual only Meeting should date and sign the enclosed form of proxy and return it to Quarterhill’s Corporate Secretary or to Computershare in the envelope provided for that purpose or by fax, or by otherwise following Computershare’s instructions, in any case not later than 9:30 a.m. (Toronto, Ontario time) on April 12, 2021 or the last business day preceding any adjournment of the Meeting. To be represented by proxy, you must complete and submit the enclosed form of proxy or another appropriate form of proxy.

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MANAGEMENT INFORMATION CIRCULAR MARCH 10, 2021

This Management Information Circular (this “ Circular ”) and the accompanying form of proxy (the “ Proxy ”) are being sent in advance of the Annual and Special Meeting of Shareholders (the “ Meeting ”) of Quarterhill Inc. (“ Quarterhill ”, “ we ” or “ us ”) to be held at 9:30 a.m. (Toronto, Ontario time) on Wednesday, April 14, 2021.

The Meeting will be held in a virtual only format conducted via live audio webcast. Shareholders will not be able to attend the virtual Meeting in person. The virtual Meeting will be accessible online at https://web.lumiagm.com/471788589 starting at 9:30 am (Toronto, Ontario time) on April 14, 2021. Please note that this site may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser.

A summary of the information shareholders will need to attend the Meeting online is provided below.

This Circular includes information we are required to disclose to shareholders and also describes and explains the business to be transacted and the matters to be voted on at the Meeting.

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

DUE TO ROUNDING ASSOCIATED WITH FOREIGN EXCHANGE AND OTHER CALCULATIONS IN THIS CIRCULAR, DOLLAR AMOUNTS MAY NOT ADD UP PRECISELY, AND SOME DATA MAY DIFFER SLIGHTLY BETWEEN DIFFERENT TABLES PRESENTING SIMILAR INFORMATION.

The Meeting

We are holding the Meeting in a virtual only format this year out of an abundance of caution to proactively deal with the potential issues arising from the unprecedented worldwide public health impact of coronavirus disease 2019 or COVID-19 and to limit and mitigate risks to the health and safety of our communities, shareholders, employees, directors and other stakeholders. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location.

Registered shareholders and duly appointed proxyholders will be able to attend the Meeting, ask questions and vote, all in real time, provided they are connected to the Internet

(at https://web.lumiagm.com/471788589 ) and comply with all of the requirements set out in this Circular INCLUDING OBTAINING A CONTROL NUMBER BY REGISTERING WITH COMPUTERSHARE AT https://www.computershare.com/Quarterhill IF REQUIRED AND AS EXPLAINED BELOW.

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

Quarterhill shareholders will be able to participate at the Meeting online regardless of their geographic location.

If you do not register a proxyholder with Quarterhill’s transfer agent and registrar, Computershare Investor Services Inc. (“Computershare”), then your proxyholder will not receive a Control Number to participate in the Meeting and will only be able to attend the Meeting as a guest.

The Proxy

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

The Proxy is being solicited by Quarterhill’s management for use at the Meeting and at any adjournment of the Meeting. We have also retained Kingsdale Advisors LP (“ Kingsdale ”) to provide strategic advisory, communications and proxy solicitation services relating to the Meeting and we will pay fees of approximately $50,000 to Kingsdale for their services plus we will reimburse their out-of-pocket expenses. For clarity, the costs of all of Kingsdale’s services will be entirely paid for by Quarterhill. Shareholders who have questions about the Meeting or require assistance with voting at the Meeting should contact Kingsdale at 1-877-659-1822 or, from outside North America, by collect call to 1-416-867-2272, or by Email at [email protected].

Quarterhill may utilize the Broadridge QuickVote™ service to assist beneficial Quarterhill shareholders with voting their Common Shares by telephone. Alternatively, Kingsdale may contact beneficial Quarterhill shareholders to assist them with conveniently voting their Common Shares directly by telephone.

The persons named in the Proxy are Quarterhill officers. You have the right to appoint a person or company (who does not need to be a Quarterhill shareholder) to represent you at the Meeting other than the persons designated in the Proxy. You may do so either by following the instructions set out in the Proxy or by completing another proxy.

To be represented by proxy at the Meeting or at any adjournment of the Meeting, every shareholder must, in all cases, deliver the completed Proxy to Quarterhill’s Corporate Secretary at 25 King Street West, Suite 1101, Toronto, Ontario, M5L 2A1 or by fax to (613) 6884894, or to Computershare at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1,

Attention: Proxy Department in the envelope enclosed, or submit the completed Proxy by fax to Computershare at 1-866-249-7775 or (416) 263-9524 or by otherwise following Computershare’s instructions, no later than 9:30 a.m. (Toronto, Ontario time) on April 12, 2021 or the last business day preceding any adjournment of the Meeting . The time limit for the deposit of proxies may be waived or extended by the Chairperson of the Meeting at their discretion without notice.

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

Revoking Your Proxy

In addition to revoking your proxy in any other manner permitted by law, you may revoke your proxy under sub-section 148(4) of the Canada Business Corporations Act (the “ CBCA ”) by stating clearly in writing that you want to revoke your proxy and by delivering the written statement to Quarterhill’s Corporate Secretary or to Computershare in any of the manners described above, in either case at any time up to 9:30 a.m. (Toronto, Ontario time) on April 12, 2021 or the last business day preceding any adjournment of the Meeting at which your proxy is to be used, or with the Chairperson of the Meeting on the day of the Meeting or any adjournment of the Meeting and, in either case, your original proxy will be revoked. If your written statement revoking your proxy is delivered to the Chairperson of the Meeting on the day of the Meeting or any adjournment of the Meeting, then the revocation of your proxy will not be effective with respect to any matter on which a vote has already been cast pursuant to your original proxy.

Voting Your Proxy

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

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

FOR the election of the directors named in this Circular;
FOR the appointment of Quarterhill’s auditors named in this Circular; and
FOR the approval of a resolution to approve all unallocated awards under our 2018 Equity Incentive Plan (the “ Equity Plan ”) and to approve the granting of awards under the Equity Plan until April 14, 2024, the third anniversary of the Meeting (the “ Equity Plan Resolution ”);

all as more fully set forth in this Circular.

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

in the Proxy to vote upon any amendment or on such other business in accordance with their discretion.

Interest of Certain Persons in Matters to be Acted Upon

None of Quarterhill’s directors or senior officers, or any associate or controlled corporation of any such person, has any direct or indirect material interest in any of the matters to be acted upon at the Meeting other than the election of directors. Common Shares

Only holders of record of Common Shares at close of business on March 10, 2021 are entitled to receive notice of and vote at the Meeting. The failure of any shareholder to receive notice of a meeting of shareholders does not, however, deprive them of a vote at the Meeting.

At February 28, 2021, 114,394,116 Common Shares were issued and outstanding, the holders of which are entitled to one (1) vote for each Common Share held.

To the knowledge of Quarterhill’s directors and senior officers, as at February 28, 2021, based on publicly available information, no person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the Common Shares.

Advice to Non-Registered Holders of Common Shares

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

in the name of an intermediary (an “ Intermediary ”) with whom the Non-Registered Holder deals in respect of the Common Shares such as, among others, banks, trust companies, securities dealers, or brokers and trustees or administrators of selfadministered RRSPs, TFSAs, RRIFs, RESPs and similar plans; or
in the name of The Canadian Depository for Securities Limited of which an Intermediary is a participant.

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

If you did not object to your Intermediary disclosing your name to Quarterhill, you will receive the Notice of Meeting and this Circular (collectively, the “ Meeting Materials ”) and a request for voting instructions from Computershare, Quarterhill’s transfer agent. If you objected to your Intermediary disclosing your name, you will receive the Meeting Materials from your Intermediary, together with either a request for voting instructions or a form of proxy. Typically, Intermediaries will use a service company (such as Broadridge Investor Communication Solutions Canada) to forward Meeting Materials to Non-Registered Holders.

If you received these materials from Computershare

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

If you do not wish to attend the virtual Meeting or to have another person attend and vote on your behalf, you should complete, sign and return the enclosed request for voting instructions in accordance with the directions provided. You may revoke your voting instructions at any time by written notice to Computershare, but Computershare is not required to honour the revocation of your voting instructions unless the revocation is received by 9:30 a.m. (Toronto, Ontario time) on April 12, 2021 or the last business day preceding any adjournment of the Meeting.

IF YOU WISH TO ATTEND THE VIRTUAL MEETING AND VOTE AT THE VIRTUAL MEETING (OR HAVE ANOTHER PERSON ATTEND AND VOTE ON YOUR BEHALF), YOU MUST COMPLETE, SIGN AND RETURN THE REQUEST FOR VOTING INSTRUCTIONS IN ACCORDANCE WITH THE DIRECTIONS PROVIDED AND A FORM OF PROXY WILL BE SENT TO YOU GIVING YOU (OR THE OTHER PERSON) THE RIGHT TO ATTEND AND VOTE AT THE VIRTUAL MEETING. YOU (OR THE OTHER PERSON) MUST FOLLOW THE INSTRUCTIONS IN THIS CIRCULAR TO OBTAIN A CONTROL NUMBER.

You should follow the instructions on the request for voting instructions and contact Kingsdale at 1-877-659-1822 or collect call from outside North America at 1-416-867-2272 or by Email at [email protected] if you require assistance.

If you received these materials from your Intermediary

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

A. Request for Voting Instructions.

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

IF YOU WISH TO ATTEND THE VIRTUAL MEETING AND VOTE IN PERSON AT THE VIRTUAL MEETING (OR HAVE ANOTHER PERSON ATTEND AND VOTE ON THE YOUR BEHALF), YOU MUST COMPLETE, SIGN AND RETURN THE ENCLOSED REQUEST FOR VOTING INSTRUCTIONS IN ACCORDANCE WITH THE DIRECTIONS PROVIDED AND A FORM OF PROXY WILL BE SENT TO YOU GIVING YOU (OR THE OTHER PERSON) THE RIGHT TO ATTEND AND VOTE AT THE VIRTUAL MEETING.

IF YOU APPOINT ANOTHER PERSON TO ATTEND THE VIRTUAL MEETING AND VOTE YOUR COMMON SHARES ON YOUR BEHALF OTHER THAN THE QUARTERHILL OFFICERS NAMED IN THE FORM OF PROXY, THEN YOU MUST ALSO REGISTER YOUR PROXYHOLDER AFTER YOU HAVE SUBMITTED YOUR FORM OF PROXY OR VOTING INSTRUCTION REQUEST – FAILURE TO REGISTER YOUR CHOSEN PROXYHOLDER WILL RESULT IN THAT PERSON NOT RECEIVING A CONTROL NUMBER WHICH IS REQUIRED TO VOTE YOUR COMMON SHARES AT THE VIRTUAL MEETING. REGISTRATION MUST BE COMPLETED AT https://www.computershare.com/Quarterhill SO COMPUTERSHARE CAN PROVIDE YOUR PROXYHOLDER WITH A CONTROL NUMBER BY E-MAIL.

Please contact Kingsdale at 1-877-659-1822 or collect call from outside North America at 1-416-867-2272 or Email at [email protected] if you require assistance. WITHOUT A CONTROL NUMBER, PROXYHOLDERS WILL NOT BE ABLE TO VOTE AT THE VIRTUAL MEETING, BUT CAN ATTEND AS GUESTS.

B. Form of Proxy.

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

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

IF YOU WISH TO ATTEND THE VIRTUAL MEETING AND VOTE IN PERSON, YOU MUST STRIKE OUT THE NAMES OF THE PERSONS NAMED IN THE PROXY AND INSERT YOUR NAME IN THE BLANK SPACE PROVIDED.

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

To be valid, proxies must be deposited with Quarterhill’s Corporate Secretary at 25 King Street West, Suite 1101, Toronto, Ontario, M5L 2A1 or by fax to (613) 688-4894, or to Quarterhill’s transfer agent and registrar, Computershare, at 100 University Avenue, 8[th] Floor, Toronto, Ontario, M5J 2Y1, Attention: Proxy Department in the envelope enclosed, by fax to Computershare at 1-866-249-7775 or (416) 263-9524 or by otherwise following Computershare’s instructions, no later than 9:30 a.m. (Toronto, Ontario time) on April 12, 2021 or the last business day preceding any adjournment of the Meeting.

FOLLOW THE INSTRUCTIONS ON THE PROXY DOCUMENT WHICH YOU RECEIVED AND CONTACT YOUR INTERMEDIARY PROMPTLY IF YOU NEED ASSISTANCE.

United States Non-Registered Holders

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

Requests for registration must be labeled “Legal Proxy” and received no later than 9:30 am (Toronto, Ontario time) on April 12, 2021 . You will then receive a confirmation of your registration by E-mail after we receive your registration materials and you can attend the Meeting and vote your Common Shares at https://web.lumiagm.com/471788589 during the Meeting. Please note that this site may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser.

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

How to Attend and Participate at the Meeting

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

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

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

Log in online at https://web.lumiagm.com/471788589. Please note that this site may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser. We

recommend that you log in at least ONE HOUR prior to the start time of the Meeting.

Click “Login” and, where prompted, enter your Control Number (see below) and Password “quarterhill2021” (case sensitive).

OR

• Click “Guest” and then complete the online form.

For Control Numbers:

registered shareholders: the control number located on the form of proxy or the E- mail confirmation sent to you is your Control Number; or
duly appointed proxyholders (including those chosen by Non-Registered Holders): Computershare will provide the proxyholder with a Control Number by E-mail after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described above.

Possible Difficulties in Accessing the Meeting

Shareholders who have technical questions regarding the Meeting or the virtual portal for the Meeting or who require technical assistance accessing the Meeting website may be able to access technical support by clicking on the “Support” button on the Meeting website. Please note that Meeting website may not be fully accessible on all Internet browsers and if you are unable to access this site on your browser, we suggest trying to access it via a different browser.

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

PRESENTATION OF FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

Quarterhill’s audited financial statements for the financial year ended December 31, 2020 (the “ Financial Statements ”) and the auditor’s report on the Financial Statements will be presented to shareholders at the Meeting. The Financial Statements have been mailed to shareholders who advised us or Computershare that they wished to receive them in accordance with applicable laws. In accordance with the provisions of the CBCA, the Financial Statements are merely presented at the Meeting and will not be voted on.

On March 11, 2021, we filed an Annual Information Form for our financial year ended

December 31, 2020 and our Financial Statements on SEDAR at www.sedar.com that contain, among other things, the financial disclosure (including copies of management’s discussion and analysis of the Financial Statements) required under Multilateral Instrument 52-110 – Audit Committees of the Canadian Securities Administrators. Item 9 of the Annual Information Form includes the information required to be disclosed in Form 52-110F1 of Multilateral Instrument 52-110.

ELECTION OF DIRECTORS

The persons named in the Proxy intend to vote FOR the election of the 8 nominees whose names are set forth below as members of our Board of Directors (the “ Board ”) to hold office until the next annual meeting of Quarterhill’s shareholders or until the election of such director’s successor, unless such director’s office is earlier vacated in accordance with our by-laws.

On March 5, 2013, the Board adopted a policy requiring that any nominee in an uncontested election who receives from the Common Shares voted in that election in person or by proxy a greater number of Common Shares withheld from voting than Common Shares voted in favour of their election, must immediately tender their resignation to the Board, to take effect upon acceptance by the Board. The Board will consider any such resignation and, within 90 days of receiving any such resignation, disclose by press release its decision whether to accept any such resignation and the reasons for its decision.

The Board recommends a vote “FOR” the election of each of its proposed nominees to serve on the Board until the next annual meeting of shareholders. In the absence of a contrary instruction, the persons named in the Proxy intend to vote FOR the election of directors of the proposed nominees whose names and information are set out in the following pages, each of whom has been a member of the Board since the dates indicated.

The Nominees

Set forth on the following pages is information relating to each person proposed to be nominated by management for election as a director at the Meeting. Quarterhill does not have a term limit or retirement policy for our directors. The information provided below has been provided to us by the individuals themselves and has not been independently verified.

The information on the following pages includes the numbers of Common Shares, options to purchase Common Shares (“ Options ”) existing under the Equity Plan and cashvesting restricted stock units (“ Cash RSUs ”) under Quarterhill’s 2007 Restricted Share Unit Plan that each person nominated for election to the Board has advised Quarterhill are beneficially owned, directly or indirectly, or over which control or discretion is exercised, by them at February 28, 2021. None of these nominees holds any other types of awards under the Equity Plan.

The following information also indicates whether each such person is a member of the Board’s audit committee (“ Audit Committee ”), compensation committee (“ Compensation Committee ”), governance committee (“ Governance Committee ”) or nominating committee (“ Nominating Committee ”). The Board does not have an executive committee.

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Director since : May 2015 Age : 59 Independent

ROXANNE ANDERSON, Ottawa ON, Canada

Ms. Anderson is the CEO of March Advisory Inc. specializing in transformation and turnaround mandates, and Senior Vice-President and CFO of the Victorian Order of Nurses. Ms. Anderson has over 30 years of corporate transformation and turnaround experience, including strategic reviews, financial and operational transformation, turnarounds, risk management and governance across a number of industries but with an emphasis on technology.

From September 1985 to July 2012, Ms. Anderson was with PricewaterhouseCoopers LLP holding such roles as Managing Partner of the National Federal Government Services Practice and Managing Partner of the Ottawa office. Since June 2017, Ms. Anderson has been on the Board of Trustees of the Royal Ottawa Health Care Group and Vice Chair of its Finance, Audit and Innovation Committees. In May 2016, Ms. Anderson was appointed a member of the Departmental Audit Committee for Shared Services Canada, a department of the Government of Canada. Ms. Anderson is the co-Chair of the Executive Committee of the Ottawa Chapter of the Institute of Corporate Directors.

Ms. Anderson holds B.Comm. and M.B.A. degrees from McMaster University, Hamilton ON, Canada, is a Fellow Chartered Professional Accountant and a Fellow Chartered Accountant in Ontario, Canada and holds the ICD.D designation from the Institute of Corporate Directors.

Ms. Anderson is an “independent” member of the Board and is a member of the Audit Committee and Chair of the Governance Committee.

Skills & Expertise : Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning

Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning	Skills & Expertise: Accounting & Finance; Corporate Governance; Corporate Transformation & Turnaround; Leadership; Mergers & Acquisitions; Risk Management; and Strategic Planning
Attendance at Board Meetings:
February 26, 2020 �		March 11, 2020 �			May 20, 2020 �			August 5, 2020 �		August 25, 2020 Absent			November 4, 2020 �		December 9, 2020 �			December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 �	Comp Feb 26 2020 N/A		Nom Feb 26 2020 N/A	Gov Mar 4 2020 �		Comp Mar 11 2020 N/A	Nom Mar 11 2020 N/A		Audit May 20, 2020 �		Audit Jun 17 2020 �	Audit Aug 5 2020 �		Audit Nov 4 2020 �		Audit Dec 9 2020 �	Comp Dec 9 2020 N/A		Nom Dec 9 2020 N/A
Securities Held on February 28, 2021: Common Shares:98,891 Cash RSUs:0 Actual Price Paid Value of Common Shares: $148,264(1) Market Value of Common Shares:$413,657 (2) Minimum Equity Ownership: Attained

(1) Based on actual prices paid for such Common Shares on their dates of purchase.

(2) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021. Options Held on February 28, 2021 :

Date of Grant	Expiry Date	Number Granted	Exercise Price	Unexercised	Value of In-the-Money Unexercised Options (1)
July29, 2016	July29, 2022	35,211	$2.84	35,211	$0
May12,2017	May12,2023	46,296	$2.16	46,296	$29,166
May 31,2018	May 31,2024	59,523	$2.02	59,523	$45,833
Aug 7,2019	Aug 7,2025	56,818	$1.76	56,818	$58,523
May25,2020	May25,2026	50,251	$1.99	50,251	$40,201
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Public Board Membership During Past5 Years: None
Public Board Interlocks: None

==> picture [127 x 139] intentionally omitted <==

Director since : April 2020 Age : 64 Independent

DR. MICHEL TEWFIK FATTOUCHE, Calgary AB, Canada

Dr. Fattouche was one of the founders of the original Wi-LAN Inc., Quarterhill’s corporate predecessor, in 1992 and is an inventor of some of the original patents granted to Wi-LAN Inc. From July 1986 to September 2013, Dr. Fattouche was a Professor of Electrical and Computer Engineering in the Schulich School of Engineering at the University of Calgary. He is currently an Emeritus Professor in the Department of Electrical and Computer Engineering in the Schulich School of Engineering. From May 1995 to October 2008, Dr. Fattouche held various other senior officer positions with Times Three Wireless Inc. (formerly Cell-Loc Location Technologies Inc.) and its predecessor, Cell-Loc Inc.

Dr. Fattouche holds Ph.D. and Master of Applied Science degrees from the University of Toronto in Toronto, Ontario, a Bachelor of Science degree in Electrical Engineering from the University of Cairo in Cairo, Egypt and a Bachelor of Science degree in Applied Mathematics from Ain-Shams University in Cairo, Egypt.

Dr. Fattouche is an “independent” member of the Board. Since May 20, 2020, Dr. Fattouche has been a member of each of the Compensation Committee and the Governance Committee.

Skills & Expertise : Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology

Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology	Skills & Expertise: Corporate Governance; Executive Compensation; Leadership; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; and Technology
Attendance at Board Meetings:
February 26, 2020 N/A		March 11, 2020 N/A			May 20, 2020 �		August 5, 2020 �		August 25, 2020 �		November 4, 2020 �			December 9, 2020 �		December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 N/A	Comp Feb 26 2020 N/A		Nom Feb 26 2020 N/A	Gov Mar 4 2020 N/A		Comp Mar 11 2020 N/A	Nom Mar 11 2020 N/A	Audit May 20, 2020 N/A		Audit Jun 17 2020 N/A		Audit Aug 5 2020 N/A	Audit Nov 4 2020 N/A		Audit Dec 9 2020 N/A	Comp Dec 9 2020 �	Nom Dec 9 2020 N/A
Securities Held on February 28, 2021: Common Shares:1,922,494 Cash RSUs:0 Actual Price Paid Value of Common Shares: $4,639,839(1) Market Value of Common Shares:$5,363,758(2) Minimum Equity Ownership: Attained

(1) Based on actual prices paid for such Common Shares on their dates of purchase.

(2) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021.

Options Held on February 28, 2021

Date of Grant	Expiry Date	Number Granted	Exercise Price	Unexercised	Value of In-the-Money Unexercised Options (1)
July29,2016	July29,2022	35,211	$2.84	35,211	$0
May12,2017	May12,2023	46,296	$2.16	46,296	$29,166
May25,2020	May25,2026	50,251	$1.99	50,251	$40,201
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Public Board Membership During Past5 Years: None
Public Board Interlocks: None

==> picture [115 x 122] intentionally omitted <==

Director since : May 2005 Age : 64 Independent

JOHN KENDALL GILLBERRY, Chesley ON, Canada

Mr. Gillberry has been Chairperson of the Board since April 1, 2019 and a member of the Board since 2005. He has been a member of a number of private and public boards of directors and brings that experience to Quarterhill as Chairperson of the Board, Chair of the Nominating Committee and a member of the Compensation Committee.

Mr. Gillberry is the Founder and President of Bayfield Capital Group, a corporate finance advisory firm. Mr. Gillberry is currently the President & Chief Executive Officer and a member of the Board of Directors of Lendified Holdings Inc. He was the Chief Executive Officer of Coreworx Inc. from February 2017 to October 2018. He was a member of the board of GuestLogix Inc. from March 2015 to September 2016, and its interim Chief Executive Officer from September 2015 to September 2016.

Mr. Gillberry holds a Master of Business Administration degree from the University of Western Ontario in London, Ontario.

Mr. Gillberry is an “independent” member of the Board, is Chairperson of the Board, a member of each of the Audit Committee (since May 20, 2020) and the Compensation Committee and is the Chair of the Nominating Committee.

Skills & Expertise : Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; and Technology

Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:
February 26, 2020 �		March 11, 2020 �			May 20, 2020 �				August 5, 2020 �		August 25, 2020 �				November 4, 2020 �			December 9, 2020 �			December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 N/A	Comp Feb 26 2020 �		Nom Feb 26 2020 �	Gov Mar 4 2020 N/A		Comp Mar 11 2020 �		Nom Mar 11 2020 �		Audit May 20 2020 �		Audit Jun 17 2020 �		Audit Aug 5 2020 �		Audit Nov 4 2020 �			Audit Dec 9 2020 �	Comp Dec 9 2020 �		Nom Dec 9 2020 �
Securities Held on February 28, 2021: Common Shares:115,364 Cash RSUs:0 Actual Price Paid Value of Common Shares: $435,503(1) Market Value of Common Shares:$321,866(2) Minimum Equity Ownership: Attained
(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Options Held on February 28, 2021:
Date of Grant			Expiry Date				Number Granted			Exercise Price			Unexercised				Value of In-the-Money Unexercised Options (1)
July29,2016			July29,2022				35,211			$2.84			35,211				$0
May12,2017			May12,2023				46,296			$2.16			46,296				$29,166
May 31,2018			May 31,2024				59,523			$2.02			59,523				$45,833
Aug 7, 2019			Aug 7, 2025				56,818			$1.76			56,818				$58,523
May25,2020			May25,2026				50,251			$1.99			50,251				$40,201
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.

Public Board Membership During Past 5 Years : DataWind Inc. (from July 2014 to October 2016), GuestLogix Inc. (March 2015 to September 2016); Imagination Park Entertainment Inc. (from June 2018 to February 2019); Lendified Holdings Inc. (from October 2020 to present)

Public Board Interlocks : None

==> picture [115 x 146] intentionally omitted <==

Director since : May 2020 Age : 54 Not Independent

PAUL HILL, Toronto ON, Canada

Mr. Hill has been Quarterhill’s President & Chief Executive Officer since June 1, 2020 and a member of the Board since May 20, 2020. Mr. Hill has spent most of his career in leadership roles at public and private technology companies. In addition, Mr. Hill has served on the Boards of Directors of many technology companies, including Firmex Inc. and as Chairman of each of Verafin Inc. and PathFactory Inc.

Prior to Quarterhill, Mr. Hill was Chief Executive Officer of Carta Worldwide, a technology leader in financial transaction processing. Prior to Carta Worldwide, Mr. Hill was Chief Executive Officer of DisclosureNet, which was acquired by Certent in 2016. Prior to DisclosureNet, Mr. Hill was Chief Operating Officer of Clarity Systems and lead IBM’s Performance Management division after the sale of Clarity Systems to IBM in 2010. In the 1990s, Paul was on the senior executive team of Cognos Incorporated (acquired by International Business Machines Corporation in 2008), a world leader in Business Intelligence software.

Mr. Hill is not an “independent” member of the Board because he is Quarterhill’s President & Chief Executive Officer.

Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; Strategic Planning; Technology
Attendance at Board Meetings:
February 26, 2020 N/A		March 11, 2020 N/A				May 20, 2020 �			August 5, 2020 �			August 25, 2020 �				November 4, 2020 �		December 9, 2020 �			December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 N/A	Comp Feb 26 2020 N/A		Nom Feb 26 2020 N/A		Gov Mar 4 2020 N/A			Comp Mar 11 2020 N/A	Nom Mar 11 2020 N/A		Audit May 20 2020 N/A		Audit Jun 17 2020 N/A		Audit Aug 5 2020 N/A		Audit Nov 4 2020 N/A		Audit Dec 9 2020 N/A	Comp Dec 9 2020 N/A		Nom Dec 9 2020 N/A
Securities Held on February 28, 2021: Common Shares:200,000 Cash RSUs:0 Actual Price Paid Value of Common Shares: $401,884(1) Market Value of Common Shares:$558,000(2) Minimum Equity Ownership: Not Attained
(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Options Held on February 28, 2021:
Date of Grant				Expiry Date			Number Granted			Exercise Price				Unexercised			Value of In-the-Money Unexercised Options (1)
May25,2020				May25,2026			1,400,000			$1.99				1,400,000			$1,120,000
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Public Board Membership During Past5 Years: None
Public Board Interlocks: None

==> picture [100 x 139] intentionally omitted <==

Director since : June 2010 Age : 76 Independent

W. PAUL MCCARTEN, Toronto ON, Canada

Mr. McCarten was a partner with the law firm of Borden Ladner Gervais LLP from 1981 to his retirement from that firm on December 31, 2010.

Mr. McCarten holds an LL.B. degree from Queens University in Kingston, Ontario and a Bachelor of Arts degree from Carleton University in Ottawa, Ontario. Mr. McCarten was recently a member of the National Board of Directors of Start 2 Finish and is the former National Secretary of the Crohn’s and Colitis Foundation of Canada, is a former Chair of the Board of Directors of the Canadian Diabetes Association.

Mr. McCarten is an “independent” member of the Board, the Chair of the Compensation Committee and a member of the Nominating Committee. Mr. McCarten was also a member of the Audit Committee until May 20, 2020.

Skills & Expertise : Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Risk Management; and Strategic Planning

Attendance at Board Meetings :

February 26, 2020 �	February 26, 2020 �	March 11, 2020 �	March 11, 2020 �	May 20, 2020 �	August 5, 2020 �	August 5, 2020 �	August 25, 2020 �	August 25, 2020 �	November 4, 2020 �	December 9, 2020 �	December 9, 2020 �	December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 �	Comp Feb 26 2020 �	Nom Feb 26 2020 �	Gov Mar 4 2020 N/A	Comp Mar 11 2020 �	Nom Mar 11 2020 �	Audit May 20 2020 �	Audit Jun 17 2020 N/A	Audit Aug 5 2020 N/A	Audit Nov 4 2020 N/A	Audit Dec 9 2020 N/A	Comp Dec 9 2020 �	Nom Dec 9 2020 �
Securities Held on February 28, 2021: Common Shares:64,783(1) Cash RSUs:0 Actual Price Paid Value of Common Shares: $194,739(2) Market Value of Common Shares:$180,745(3) Minimum Equity Ownership: Attained

(1) Does not include 3,600 Common Shares owned beneficially and of record by Mr. McCarten’s spouse, over which Common Shares Mr. McCarten has irrevocably disclaimed any and all control and direction.

(2) Based on actual prices paid for such Common Shares on their dates of purchase.

(3) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021.

Options Held on February 28, 2021 :

Date of Grant	Expiry Date	Number Granted	Exercise Price	Unexercised	Value of In-the-Money Unexercised Options (1)
July29,2016	July29,2022	35,211	$2.84	35,211	$0
May12, 2017	May12, 2023	46,296	$2.16	46,296	$29,166
May 31,2018	May 31,2024	59,523	$2.02	59,523	$45,833
Aug 7,2019	Aug 7,2025	56,818	$1.76	56,818	$58,523
May25,2020	May25,2026	50,251	$1.99	50,251	$40,201
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Public Board Membership During Past5 Years: None
Public Board Interlocks: None

==> picture [101 x 140] intentionally omitted <==

Director since : April 2007 Age : 74 Independent

RICHARD J. SHORKEY, Lanark ON, Canada

Mr. Shorkey is a Chartered Professional Accountant and Chartered Accountant in the Province of Ontario, Canada who has provided part-time and interim chief financial officer services to several technology companies since September 2002. Mr. Shorkey has more than 40 years of industry experience holding senior financial and general management roles in a number of public and private companies, all of which experience he brings to Quarterhill as Chair of the Board’s Audit Committee.

Mr. Shorkey is a member of the Chartered Professional Accountants of Ontario and of CPA Canada.

Mr. Shorkey is an “independent” member of the Board and the Chair of the Audit Committee.

Skills & Expertise : Accounting & Finance; Corporate Governance; Leadership; Mergers & Acquisitions; Public Company Management; Risk Management; and Strategic Planning

Attendance at Board Meetings :

February 26, 2020 �	February 26, 2020 �	March 11, 2020 �	May 20, 2020 �	May 20, 2020 �	August 5, 2020 �	August 5, 2020 �	August 25, 2020 �	November 4, 2020 �	November 4, 2020 �	December 9, 2020 �	December 9, 2020 �	December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 �	Comp Feb 26 2020 N/A	Nom Feb 26 2020 N/A	Gov Mar 4 2020 N/A	Comp Mar 11 2020 N/A	Nom Mar 11 2020 N/A	Audit May 20 2020 �	Audit Jun 17 2020 �	Audit Aug 5 2020 �	Audit Nov 4 2020 �	Audit Dec 9 2020 �	Comp Dec 9 2020 N/A	Nom Dec 9 2020 N/A
Securities Held on February 28, 2021: Common Shares:56,716(1) Cash RSUs:0 Actual Price Paid Value of Common Shares: $118,340(2) Market Value of Common Shares:$158,238(3) Minimum Equity Ownership: Not Attained

(1) Includes 5,000 Common Shares held by Mr. Shorkey’s spouse.

(2) Based on actual prices paid for such Common Shares on their dates of purchase.

(3) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021.

Options Held on February 28, 2021:

Date of Grant	Expiry Date	Number Granted	Exercise Price	Unexercised	Value of In-the-Money Unexercised Options (1)
July29,2016	July29,2022	35,211	$2.84	35,211	$0
May12,2017	May12,2023	46,296	$2.16	46,296	$29,166
May 31,2018	May 31,2024	59,523	$2.02	59,523	$45,833
Aug 7, 2019	Aug 7, 2025	56,818	$1.76	56,818	$58,523
May25,2020	May25,2026	50,251	$1.99	50,251	$40,201
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Public Board Membership During Past5 Years: None
Public Board Interlocks: None

==> picture [115 x 143] intentionally omitted <==

Director since : June 2006 Age : 58

JAMES DOUGLAS SKIPPEN, Ottawa ON, Canada

Mr. Skippen has been the Vice-Chairperson of Quarterhill since April 2, 2019, prior to which he was Chairman since April 18, 2017 and Quarterhill’s President & Chief Executive Officer from 2006 to April 18, 2017. Mr. Skippen became semi-retired in 2017 although, in addition to being Quarterhill’s Vice-Chairperson, he currently serves as a member of the Boards of Directors or Advisory Boards of certain private companies.

Prior to 2018, Mr. Skippen served in a variety of senior executive roles including Chief Executive Officer, Senior Vice-President, Patent Licensing and General Counsel for various companies for more than 20 years. He has also been a partner and an associate in two major Canadian law firms and has been an Ontario lawyer since 1988.

Not Independent

Skills & Expertise : Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology

Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology	Skills & Expertise: Accounting & Finance; Corporate Governance; Executive Compensation; Leadership; Legal Generally; Mergers & Acquisitions; Patent Licensing & Litigation; Public Company Management; Risk Management; Strategic Planning; Technology
Attendance at Board Meetings:
February 26, 2020 �		March 11, 2020 �			May 20, 2020 �		August 5, 2020 �			August 25, 2020 �		November 4, 2020 �		December 9, 2020 �			December 22, 2020 �
Attendance at Committee Meetings:
Audit Feb 26 2020 N/A	Comp Feb 26 2020 N/A		Nom Feb 26 2020 N/A	Gov Mar 4 2020 �		Comp Mar 11 2020 N/A		Nom Mar 11 2020 N/A	Audit May 20 2020 N/A		Audit Jun 17 2020 N/A	Audit Aug 5 2020 N/A	Audit Nov 4 2020 N/A		Audit Dec 9 2020 N/A	Comp Dec 9 2020 N/A		Nom Dec 9 2020 N/A
Securities Held on February 28, 2021: Common Shares:451,500(1) Cash RSUs: 102,706 Actual Price Paid Value of Common Shares: $2,201,355(2) Market Value of Common Shares:$1,259,685(3) Minimum Equity Ownership: Attained

(1) All Common Shares held by a corporation controlled by a trust in which Mr. Skippen and his spouse are 2 of the trustees.

(2) Based on actual prices paid for such Common Shares on their dates of purchase.

(3) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021.

Options Held on February 28, 2021 :

Date of Grant	Expiry Date	Number Granted	Exercise Price	Unexercised	Value of In-the-Money Unexercised Options (1)
Sept 10,2018	Sept 10,2024	39,473	$2.28	39,473	$20,131
August7, 2019	August7, 2025	56,818	$1.76	56,818	$58,523
May25,2020	May25,2026	50,251	$1.99	50,251	$40,201

(1) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021. Public Board Membership During Past 5 Years : Imagination Park Entertainment Inc. (from June 2018 to February 2019) Public Board Interlocks : None

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Director since : April 2021 Age : 58 Independent

ANNA TOSTO, Ottawa ON, Canada

Ms. Tosto is a partner of the law firm of Fasken Martineau DuMoulin LLP with a practice focussing on corporate financing for the technology and transportation sectors including assisting her clients on asset-based finance as well as mergers, acquisitions, reorganizations and large contract negotiations.

She articled and began her legal career as an associate in the Ottawa office of Gowlings WLG. From there, she moved to McCarthy Tetrault, ultimately becoming the office managing partner. After 20 years at McCarthy's, she moved to Fasken's.

Ms. Tosto holds an LLB from the University of Ottawa in Ottawa, Ontario and was an undergraduate student in History and Political Science at the University of Toronto, St. Michael's College and is member of the Law Society of Ontario as well as multiple industry organizations.

Ms. Tosto is an “independent” member of the Board.

Skills & Expertise : Accounting & Finance; Corporate Governance; Executive Compensation; Legal Generally; Mergers & Acquisitions; Strategic Planning

Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:	Attendance at Board Meetings:
February 26, 2020 N/A		March 11, 2020 N/A			May 20, 2020 N/A		August 5, 2020 N/A		August 25, 2020 N/A			November 4, 2020 N/A			December 9, 2020 N/A		December 22, 2020 N/A
Attendance at Committee Meetings:
Audit Feb 26 2020 N/A	Comp Feb 26 2020 N/A		Nom Feb 26 2020 N/A	Gov Mar 4 2020 N/A		Comp Mar 11 2020 N/A	Nom Mar 11 2020 N/A	Audit May 20 2020 N/A		Audit Jun 17 2020 N/A	Audit Aug 5 2020 N/A		Audit Nov 4 2020 N/A	Audit Dec 9 2020 N/A		Comp Dec 9 2020 N/A		Nom Dec 9 2020 N/A
Securities Held on February 28, 2021: Common Shares:0 Cash RSUs:0 Actual Price Paid Value of Common Shares: $0(1) Market Value of Common Shares:$0(2) Minimum Equity Ownership: Not Attained

(1) Based on actual prices paid for such Common Shares on their dates of purchase.

(2) Based on the TSX closing price of the Common Shares of $2.79 on February 26, 2021, the last trading day of February 2021.

(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.	(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.	(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.	(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.	(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.	(1) Based on actual prices paid for such Common Shares on their dates of purchase. (2) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Options Held on February 28, 2021:
Date of Grant	Expiry Date	Number Granted	Exercise Price	Unexercised	Value of In-the-Money Unexercised Options (1)
N/A	N/A	N/A	N/A	N/A	N/A
(1) Based on the TSX closing price of the Common Shares of$2.79on February26,2021,the last tradingdayof February2021.
Public Board Membership During Past5 Years: None
Public Board Interlocks: None

Except as set forth below, none of our proposed directors is or was, in the 10 years preceding the date of this Circular, a director or executive officer of any company that was, while that person was acting in that capacity, (a) the subject of a cease trade or similar order or an order that denied any such company access to any exemption under securities legislation for a period of more than 30 consecutive days, (b) subject to an event that resulted, after such person ceased to be a director or executive officer, in such company being the subject of any such order or (c) within a year of such person ceasing to act in that capacity, became bankrupt, made a proposal under any bankruptcy or insolvency related legislation 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. Gillberry was a director of GuestLogix Inc. from March 2015 to September 2016 and was its interim chief executive officer from September 2015 to September 2016. We understand that: (1) the Ontario Superior Court of Justice granted an initial order under the Companies’ Creditors Arrangement Act (Canada) on February 9, 2016 staying all claims and actions against GuestLogix and its assets and allowing it to prepare a plan of compromise or arrangement for its creditors; (2) GuestLogix’s securities were suspended from trading on the TSX on February 9, 2016 while it conducted a review of whether it met the TSX’s listing requirements; and (3) on February 18, 2016, the TSX notified GuestLogix that its securities would be delisted from the TSX effective March 18, 2016 for failure to meet the applicable listing conditions.

Mr. Gillberry was also a director of DataWind Inc. from July 2014 to October 2016. We understand that DataWind was subject to a cease trade order from September 7, 2016 to November 25, 2016 and a management cease trade order effective July 6, 2016 by the Ontario Securities Commission for failure to file its audited financial statements and related materials for its financial year ended March 31, 2016 and its interim unaudited financial statements and related materials for the 3-month period ended June 30, 2016, which cease trade orders were revoked on November 25, 2016.

None of our proposed directors, within the 10 years preceding the date of this Circular, has become bankrupt, made a proposal under any bankruptcy or insolvency related legislation 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.

Management does not contemplate that any of the Board nominees listed above will be unable to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the Proxy reserve the right to vote for any nominee in their discretion unless the shareholder has specified in the Proxy that such shareholder’s Common Shares are to be withheld from voting in the election of directors.

Board Skills and Experience

The members of the Board have identified skills, competencies and experience in the following areas as being important to the Board’s contribution to Quarterhill’s long-term strategic success:

Accounting & Finance – meaning being a Chartered Professional Accountant or having a similar designation or being “financially literate” as defined in applicable laws;
Corporate Governance – meaning having current or former experience helping to guide

the governance principles of organizations similar to Quarterhill, having professional experience in corporate governance;

Executive Compensation – meaning having current or former significant experience in human resources generally and/or determining and monitoring compensation matters for organizations similar to Quarterhill, negotiating executive employment agreements and/or designing and implementing incentive and equity plans for organizations similar to Quarterhill;
Leadership – meaning having had a senior officer and/or managerial role in organizations similar to Quarterhill with direct reports and responsibilities over principal business units, divisions or functions of those organizations and/or having a policymaking function for those organizations;
Legal – meaning being a current or former practicing corporate attorney, lawyer, solicitor or barrister;
Mergers & Acquisitions – meaning having proven experience in mergers and acquisitions from an accounting, business, finance and/or legal perspective;
Patent Licensing & Litigation – meaning having significant proven experience in negotiating and/or advising on the negotiation of patent licenses and other patent monetization structures and/or having proven experience in patent litigation from a business or legal perspective;
Public Company Management – meaning having current or former experience as a senior executive of a publicly-listed company and/or as a professional advising the board of directors of a publicly-listed company;
Risk Management – meaning having significant proven experience in identifying and assessing risks to the business, assets and reputation of organizations similar to Quarterhill and implementing solutions to address and alleviate those risks;
Strategic Planning – meaning having significant proven experience in identifying and assessing the business, priorities, stakeholder ambitions and aspirations of organizations similar to Quarterhill to define their organizational strategies and directions and implementing solutions to align these matters through budgeting, finance, staffing and other areas to guide those organizations to pursue those strategies and directions; and
• Technology – meaning having educational background in technology, current or former professional experience in advising on technology matters from a business perspective and/or current or former experience as a senior executive of a technology organization.

The matrix below is provided to assist shareholders in identifying which nominees to the Board have the skills, competencies and experiences identified above. The matrix is also a tool designed to assist the Governance Committee and the Board in identifying the appropriate talent and expertise against the competitive landscape in which we conduct our businesses.

Competencies and Experience	Roxanne Anderson	Michel Fattouche	John Gillberry	Paul Hill	W. Paul McCarten	Richard Shorkey	James Skippen	Anna Tosto
Accounting& Finance	�		�	�	�	�	�	�
Corporate Governance	�	�	�	�	�	�	�	�
Executive Compensation		�	�	�	�		�	�
Leadership	�	�	�	�	�	�	�
Legal					�		�	�
Mergers & Acquisitions	�		�	�		�	�	�
Patent Licensing& Litigation		�	�				�
Public CompanyManagement		�	�	�		�	�

Competencies and Experience	Roxanne Anderson	Michel Fattouche	John Gillberry	Paul Hill	W. Paul McCarten	Richard Shorkey	James Skippen	Anna Tosto
Risk Management	�	�	�	�	�	�	�
Strategic Planning	�	�	�	�	�	�	�	�
Technology		�	�	�			�

STATEMENT OF EXECUTIVE COMPENSATION

The disclosure provided in this Statement of Executive Compensation is provided to communicate to our shareholders about executive compensation paid by Quarterhill in its year ended December 31, 2020 and the decision-making process relating to that compensation.

Compensation Committee

The members of the Compensation Committee are Paul McCarten (Chair), Michel Fattouche and John Gillberry, each of whom is an “independent” director as such term is defined in Section 1.4 of National Instrument 52-110 – “Audit Committees” of the Canadian Securities Administrators. Each of the Compensation Committee members has extensive, direct experience in the area of executive compensation through executive experience and/or membership on boards of directors of public or private entities (each member of the Compensation Committee has experience serving on such boards) and, as such, possesses a thorough understanding of employee and executive compensation. The Board believes that the members of the Compensation Committee are qualified to fulfill their duties.

The Compensation Committee relies, in part, on input from our management to assess individual executive and corporate performance for our directors and executive officers. The Compensation Committee also has the authority to retain independent advisors to provide advice on our compensation practices.

A copy of the Compensation Committee’s Charter that sets out the responsibilities, powers and operation of the Compensation Committee is available at www.Quarterhill.com.

Compensation Consultant

No compensation consultant or advisor was retained to assist the Board or the Compensation Committee in determining compensation for any of our Directors or executive officers in the financial year ended December 31, 2020 and no amounts were paid to any such compensation consultant or advisor in the financial years ended December 31, 2020 or 2019.

Managing Compensation-Related Risk

Hedging Prohibition

As part of Quarterhill’s insider trading policy, our employees and Directors are prohibited from entering into short sales of Quarterhill securities and, other than with respect to Quarterhill issued Options and other securities, from purchasing any put or call options with respect to any Quarterhill securities to specifically prohibit the purchase of financial instruments designed to hedge or offset a decrease in the market value of Common Shares.

Compensation Risk Assessment and Mitigation

The Compensation Committee reviews Quarterhill’s compensation practices and policies at least annually and more often if required to deal with specific issues arising between annual reviews. The Compensation Committee and the Board have implemented policies designed to mitigate risk in our compensation policies and practices including the following:

the Compensation Committee’s annual review of our compensation practices ensures that (1) we compensate our executive officers satisfactorily to ensure Quarterhill does not lose employees with critical skills, (2) executive officers have sufficient “at risk” compensation to align their interests with those of our shareholders and (3) our executive officers are motivated to continually improve Quarterhill and our business;
a significant portion of each executive officer’s target compensation under our new executive officer long-term incentive plan is performance-based, “at risk” and aligned to shareholder interests as it depends on the long-term movement of the market price of our Common Shares;
the target performance metrics for any performance restricted stock units (“ PRSUs ”) to issue into Common Share-vesting restricted stock units (“ Share RSUs ”), and the vesting periods, performance targets and hold periods for Options, Cash RSUs, Share RSUs and Common Shares issuing from performance stock units (“ PSUs ”) have been implemented both to mitigate the risk of executive officers generating short-term benefits and to tie compensation to corporate performance and our Common Share price;
under our new executive officer long-term incentive plan, PRSUs make up between 0.00% and 80.00% of the incentive compensation of each executive officer of Quarterhill and its subsidiaries and are substantially linked to Quarterhill’s revenues and earnings thereby aligning our executive officers’ interests directly with our shareholders’ interests;
in addition to cash incentives, any increases to base salary and the determination of any PRSU and Option awards and grants of Share RSUs pursuant to previously granted PRSUs under our executive officer long-term incentive plan are largely based on Quarterhill’s and executive officers’ respective annual performance, thereby providing a strong pay-for-performance link;
the Minimum Equity Ownership Requirements (discussed under the heading “Minimum Equity Ownership Requirement” below) are intended both to align Quarterhill’s executive officers’ personal interests with those of all shareholders and to encourage them not to risk their equity positions for short-term gains; and
the terms of our insider trading policy ensure that Options, deferred stock units (“ DSUs ”), Share RSUs, PSUs and any other Common Share-based awards (“ Other Share Based Awards ”) under the Equity Plan (collectively, “ Awards ”) cannot be granted when Quarterhill has undisclosed material information.

Quarterhill also has an executive compensation clawback policy described under the heading “Executive Clawback Policy” below (the “ Clawback Policy ”). The Clawback Policy addresses situations in which business activities have been undertaken by executive officers that engaged in gross negligence, intentional misconduct or fraud that require the restatement of all or a portion of our financial statements.

Based on Quarterhill’s compensation practices and policies, the Compensation Committee and Board have concluded that there does not appear to be any risks arising from the compensation programs that are reasonably likely to have a material adverse effect on Quarterhill at this time. Our employees are highly sought after, so Quarterhill must ensure that its compensation programs are competitive, or we risk losing valuable and skilled employees.

Named Executive Officers

For the year ended December 31, 2020, for the purposes of National Instrument 51102 – “Continuous Disclosure Obligations” of the Canadian Securities Administrators, Quarterhill’s “named executive officers” (collectively, the “ Named Executive Officers ”) are:

Paul Hill, our President & Chief Executive Officer (our “ CEO ”) since June 1, 2020;
David Cortens, our Interim Chief Financial Officer from October 22, 2019 to October 1, 2020 and Chief Financial Officer of our International Road Dynamics Inc. subsidiary to his retirement from that position on March 1, 2021;
John Rim, our Chief Financial Officer since October 1, 2020;
Rish Malhotra, President & Chief Executive Officer of our International Road Dynamics Inc. subsidiary since May 1, 2020;
Michael Vladescu, President & Chief Executive Officer of our Wi-LAN Inc. subsidiary; and
Prashant Watchmaker, our Senior Vice-President, General Counsel & Corporate Secretary.

Named Executive Officers are generally not present for, nor do they participate in, Compensation Committee or Board discussions or approvals relating to their own compensation.

Compensation Discussion & Analysis

With respect to executive compensation, our Compensation Committee and management strive to: (1) align Quarterhill executive officers’ interests with those of our shareholders by using both smaller short-term cash incentives and larger long-term PRSU-, PSU-, Share RSU and Option-based incentives that are directly correlated with the market price of our Common Shares; and (2) ensure that overall executive compensation is internally equitable within Quarterhill and our subsidiaries, and also competitive externally so we can attract, retain and motivate qualified and committed professionals who will drive our businesses forward successfully.

We believe that an effective executive compensation program founded on these principles is a key element to building long-term shareholder value.

Target Compensation and Base Salary

Quarterhill sets target executive officer compensation based on market rates for similar positions and each executive officer’s expected contribution and past performance. Target compensation is comprised of a guaranteed base salary amount and a performancebased incentive amount which, for 2021 is comprised of cash and/or PRSUs and, for certain individuals, Options. In a year in which we met or exceeded our objectives, an executive officer’s individual contribution was satisfactory and there was substantial increase in the market price of our Common Shares, executive officers would receive their full target compensation. In a year these were not achieved, executive officers would receive less than their full target compensation.

Base salary is generally based on market competitiveness and individual qualifications, experience and performance, and is originally established upon an executive officer joining Quarterhill. An executive officer’s base salary is intended to provide minimum compensation to secure the executive officer’s services. Any increases to an executive officer’s target compensation are entirely “at risk” as they are subject to Quarterhill’s financial performance and the executive officer’s individual performance.

Quarterhill’s determination of the “market” rate and competitiveness of each executive officer role is not based on any single measure or any formal set of measures and benchmarking is not relied upon. Instead, Quarterhill management reviews a number of factors to determine each executive officer’s “market” value including:

publicly available salary guides;
the need to extrapolate information where no reasonable match can be found between the requirements of a specific officer role and the data available to us;
each executive officer’s eligibility to receive short-term and long-term incentives;
reasonable considerations affecting the professional markets where we compete for skills; and
reasonable considerations specific to geographic markets where we compete for talent.

Based on such factors, senior management establishes percentage increases to base salary predicated on how each executive officer’s performance in the year measures against the “market value” of their respective role with Quarterhill and overall market salary movement. For the year ending December 31, 2021, certain Quarterhill and subsidiary executive officers received salary increases of between 0.00% and 2.00%.

Short-term Incentive

Quarterhill’s short-term incentives consist of an annual performance-based cash incentive (the “ Short-Term Incentive ”) forming part of target compensation, paid based on achieving annual corporate revenue (“ Revenue ”) and earnings before taxes, depreciation and amortization (“ EBITDA ”) targets focused on positioning Quarterhill for present and future

success with a discretionary portion based on the Board’s determination of Quarterhill’s annual performance and each individual’s contribution to that performance.

With respect to Messrs. Hill, Rim and Watchmaker, for the year ended December 31, 2020, 35% of their respective Short-Term Incentive was tied to their Revenue target (30% for Mr. Watchmaker), 40% was tied to their EBITDA target and 25% was subject to the Board’s discretion (30% for Mr. Watchmaker). These Revenue and EBITDA targets are calculated with reference to Quarterhill’s consolidated revenues and earnings (i.e. for International Road Dynamics Inc. (between 40% and 43%) and Wi-LAN Inc. (between 57% and 60%) collectively). For the year ending December 31, 2021, an additional target connected to closing corporate acquisitions by Quarterhill and its subsidiaries (“ Acquisitions ”) will be added for Messrs. Hill, Rim and Watchmaker, based on which 30% of Short-Term Incentive will be paid, with the Revenue target being reduced to 25%, the EBITDA target reduced to 35% and the discretionary portion of the Short-Term Incentive being reduced to 10%.

For the year ended December 31, 2020, Mr. Cortens is entitled to Short-Term Incentive based on a portion of the pre-tax profits of International Road Dynamics Inc. Mr. Cortens has retired from our International Road Dynamics Inc. subsidiary effective March 1, 2021 and, as such, is not entitled to receive any amount of Short-Term Incentive for 2021. For the year ended December 31, 2020, 35% of Mr. Malhotra’s Short-Term Incentive is tied to his Revenue target, 40% is tied to his EBITDA target and 25% is subject to the Board’s discretion. Mr. Malhotra’s targets are calculated with reference to revenues and earnings of International Road Dynamics Inc. only. For the year ended December 31, 2020, 30% of Mr. Vladescu’s ShortTerm Incentive is tied to his Revenue (or “bookings”) target, 50% is tied to his EBITDA target and 20% is subject to the Board’s discretion. Mr. Vladescu’s targets are calculated with reference to revenues and earnings of Wi-LAN Inc. only.

The targets are set based on Quarterhill’s and its subsidiaries’ Revenue, EBITDA and, for 2021, Acquisitions goals for the year, all of which are established to be significantly challenging yet realistically attainable for management given anticipated trends. Disclosure of actual dollar amounts for these targets would seriously prejudice Quarterhill’s and its subsidiaries’ respective interests, but these targets represent meaningful increases from Quarterhill’s actual performance for the year ended December 31, 2020 as disclosed in our financial statements for that period. We believe that the use of these targets is well correlated to Quarterhill’s long-term, sustainable financial strength and growth.

Revenue and EBITDA targets are subject to minimum thresholds below which, for International Road Dynamics Inc. targets, no Short-Term Incentive amounts are payable and, for Wi-LAN Inc. targets, from 0% to 30% of related Short-Term Incentive amounts are payable. International Road Dynamics Inc. Revenue minimum threshold is 85% and EBITDA minimum threshold is 60% of the targets. Wi-LAN Inc. Revenue and EBITDA minimum thresholds, are 60% of the targets. The Acquisitions target is based on a number of objective and subjective goals relating to success in Quarterhill completing corporate acquisitions. Each target also provides for leverage up to between 150% and 200% for significant over-target performance over and above the respective goals. Targets are measured against Quarterhill’s annual results achieved in each year and any related cash incentives are paid thereafter.

Each of Messrs. Hill’s, Malhotra’s and Rim’s respective Short-Term Incentive target payments were pro-rated for the portion of the year ended December 31, 2020 during which they held their current roles.

The Named Executive Officer’s Short-Term Incentives for the year ended December 31, 2020 were determined as set out below with corresponding amounts paid in March 2021 (amounts actually paid are reflected under the heading “Incentive Plan Awards – Value Vested or Earned During the Year” below):

Named Executive Officer	Total Short-Term Incentive Target	Actual Short-Term Incentive Paid	Percentage of Target Paid
Paul Hill	$210,000	$136,278	64.89%
John Rim	$50,000	$50,000	100.00%
David Cortens	N/A	$130,000	N/A
Rish Malhotra	$180,000	$143,902	79.95%
Michael Vladescu	$340,000	$325,352	95.69%
Prashant Watchmaker	$174,000	$105,902	60.86%

Long-term Incentive

For 2020 and 2021, the long-term portion of Quarterhill’s executive officer compensation is comprised of PRSUs and Options, provided, however that Mr. Cortens has retired from our International Road Dynamics Inc. subsidiary effective March 1, 2021 and, as such, is not entitled to receive any long-term incentive for 2021.

PRSUs are a Quarterhill obligation to certain employees that Quarterhill will issue a pre-set number of Share RSUs to them in the following year if stipulated performance targets are achieved. For clarity, PRSUs have no value whatsoever and only represent a commitment to grant Share RSUs if, and only if, the stipulated performance targets are achieved. If those targets are achieved, then Share RSUs issue on a one-to-one basis in respect of the related PRSUs until 100% of such target performance metric is achieved, provided that significant over-target performance can result in up to between 150% and 200% of Share RSUs being issued upon PRSUs in any year. Any PRSUs that do not result in the issuance of Share RSUs are immediately forfeited.

Similar to their Short-Term Incentives, with respect to Messrs. Hill, Rim and Watchmaker, for the year ended December 31, 2020, 35% of their respective PRSUs issuance into Share RSUs is tied to their Revenue target (30% for Mr. Watchmaker), 40% is tied to their EBITDA target and 25% is subject to the Board’s discretion (30% for Mr. Watchmaker). The Revenue and EBITDA targets are calculated with reference to our consolidated revenues and earnings (i.e. for International Road Dynamics Inc. (between 40% and 43%) and Wi-LAN Inc. (between 57% and 60%) collectively). For the year ending December 31, 2021, an additional Acquisitions target will be added, based on which 30% of PRSUs will be issued into Share RSUs, with the Revenue target being reduced to 25%, the EBITDA target being reduced to 35% and the discretionary portion of the PRSUs issuance into Share RSUs reduced to 10%.

For the year ended December 31, 2020, 35% of Mr. Malhotra’s PRSUs issuance into Share RSUs is tied to his Revenue target, 40% is tied to his EBITDA target and 25% is subject to the Board’s discretion. Mr. Malhotra’s targets are calculated with reference to revenues and earnings of International Road Dynamics Inc. only. For the year ended December 31, 2020, Mr. Vladescu’s PRSUs issuance into Share RSUs is tied to his EBITDA target only. Mr. Vladescu’s EBITDA target is calculated with reference to revenues and earnings of Wi-LAN Inc. only.

As with the Short-Term Incentive targets, these targets are set based on Quarterhill’s

and its subsidiaries’ Revenue, EBITDA and, for 2021, Acquisitions goals for the year, all of which are established to be significantly challenging yet realistically attainable for management given anticipated trends. Disclosure of actual dollar amounts for these targets would seriously prejudice Quarterhill’s and its subsidiaries’ respective interests, but these targets represent meaningful increases from Quarterhill’s actual performance for the year ended December 31, 2020 as disclosed in our financial statements for that period. We believe that the use of these targets is well correlated to Quarterhill’s long-term, sustainable financial strength and growth.

Revenue and EBITDA targets are subject to minimum thresholds below which, for International Road Dynamics Inc. targets, no Share RSUs will be issued and, for Wi-LAN Inc. targets, from 0% to 30% of related Share RSUs will be issued. International Road Dynamics Inc. Revenue minimum threshold is 85% and EBITDA minimum threshold is 60% of the targets. Wi-LAN Inc. Revenue and EBITDA minimum thresholds, are 60% of the targets. The Acquisitions target is based on a number of objective and subjective goals relating to success in Quarterhill completing corporate acquisitions. Each target also provides for leverage up to between 150% and 200% for significant over-target performance over and above the respective goals. Targets are measured against Quarterhill’s annual results achieved in each year and any Share RSUs are issued thereafter.

The issuance in 2021 into Share RSUs of each of Messrs. Hill’s, Malhotra’s and Rim’s respective PRSUs was pro-rated for the portion of the year ended December 31, 2020 during which they held their current roles.

Share RSUs are awards under the Equity Plan that vest into fully-paid Common Shares equally twice a year over three years after grant (i.e. approximately 16.7% of each grant of Share RSUs vest into Common Shares twice per year). Upon vesting of any Share RSUs to Common Shares, either: (1) the holder must pay the applicable amount of income tax on that conversion in cash to Quarterhill, which Quarterhill will remit to the appropriate authorities; or (2) Quarterhill will reduce the number of Common Shares issuable on that conversion by an appropriate number to reflect the amount of income tax payable based on the market value of the Common Shares on that date and Quarterhill will remit the amount of that income tax to the appropriate authorities. For clarity, Quarterhill does not issue any Share RSUs unless the performance criteria of the related PRSUs have been met or exceeded.

The value of Share RSUs are directly correlated to the market price of our Common Shares as it changes over the three-year period over which the Share RSUs vest and, as such, they fully align our officers’ interests with our shareholders’ interests in increasing Quarterhill’s market value generally and our Common Share market price specifically .

The following sets out the number of Share RSUs issued to Named Executive Officers in 2021 based on Quarterhill’s PRSU obligations and the attainment of all performance criteria.

Named Executive Officer	Target Share RSUs Issuableper PRSUs	Actual Share RSUs Issuedper PRSUs	Percentage of Share RSUs Actually Issued
Paul Hill	106,599	75,141	70.49%
John Rim	11,951	6,332	52.98%
David Cortens	N/A	N/A	N/A
Rish Malhotra	45,685	30,571	66.92%
Michael Vladescu	70,442	70,539	100.14%

Named Executive Officer	Target Share RSUs Issuableper PRSUs	Actual Share RSUs Issuedper PRSUs	Percentage of Share RSUs Actually Issued
Prashant Watchmaker	91,160	52,863	57.99%

Options permit holders to acquire Common Shares at the exercise price established on the Options’ date of grant and align executive officers’ interests with those of shareholders by providing them with the opportunity to become Quarterhill shareholders. Notwithstanding valuations of Options required by financial reporting requirements, however, Options have value to their holders ONLY if the market price of Common Shares exceeds the exercise price of the Options. Whenever the market price of the Common Shares is below the exercise price of any given Options, the Options have no value whatsoever .

The table below sets out, for each Named Executive Officer: (1) the number of Options held at December 31, 2020 and the weighted average exercise price of those Options; and (2) the number of vested Options held at that date with an exercise price lower than $2.56 (the TSX closing price of the Common Shares on that date), the weighted average exercise price of those Options and the aggregate realizable value of those Options at that date, calculated net of exercise price but without taking into consideration any related tax obligations.

Named Executive Officer	Total Options Held	Weighted Average Exercise Price	Vested In-the- Money Options	Weighted Average Exercise Price of Vested In-the Money Options	Aggregate Realizable Value
Paul Hill	1,400,000	$1.99	0	N/A	$0
John Rim	700,000	$2.60	0	N/A	$0
David Cortens	140,000	$1.92	100,000	$1.89	$67,000
Rish Malhotra	105,000	$2.07	30,000	$2.14	$12,600
Michael Vladescu	564,220	$1.59	88,074	$1.33	$108,331
Prashant Watchmaker	299,600	$1.64	56,554	$1.57	$55,988

Named Executive Officers are not being granted Options as part of their respective 2021 total incentive compensation targets.

In 2019, certain Quarterhill executive officers were also granted long term incentives in the form of PSUs which are awards under the Equity Plan that convert into fully-paid Common Shares equally over five years (i.e. 20% per year) if, on an annual basis, the 30-day volume weighted moving average price of the Common Shares on the TSX on each December 31 (the “ 30-Day VWMA Price ”) is 10% higher, each year, than the 30-Day VWMA Price on the December 31 immediately prior to the grant of such PSUs. Unconverted PSUs at the fifth anniversary of their date of grant may also convert into fully-paid Common Shares if the 30-Day VWMA Price that year is 50% higher than the 30-Day VWMA Price on the last day of the year immediately prior to their grant. Other unconverted PSUs at the fifth anniversary of their date of grant are forfeited. Common Shares issued on the conversion of PSUs must be held until the earlier of eight years from the date of grant of the original PSUs and the termination of the applicable officer’s employment with Quarterhill or its subsidiaries.

Certain PSUs granted to Named Executive Officers in 2019 converted into Common Shares on February 28, 2020. Certain additional PSUs will convert into Common Shares on March 12, 2021 as set out in the table below with the resulting Common Shares to be held until the earlier of the termination of such Named Executive Officer’s employment or January 1, 2028. No PSUs were granted in 2020 or 2021.

Named Executive Officer	Original PSUs Granted	PSUs Converted to Common Shares on March 12, 2021	Outstanding PSUs following March 12, 2021
Paul Hill	N/A	N/A	N/A
John Rim	N/A	N/A	N/A
David Cortens	N/A	N/A	N/A
Rish Malhotra	N/A	N/A	N/A
Michael Vladescu	35,000	7,000	21,000
Prashant Watchmaker	171,560	34,312	102,936

Executive Clawback Policy

Under Quarterhill’s Executive Clawback Policy, which applies to all executives at the Vice-President level or higher, provided there are no factors that would make reimbursement unfair in the circumstances and it is in the best interests of Quarterhill, the Board may, in its sole discretion, to the fullest extent permitted by applicable laws, require reimbursement of the “after tax” amount of all or a portion of any short-term, medium-term and/or long-term incentive compensation received by an executive officer after December 31, 2013 where:

the amount of such short-term, medium-term and/or long-term incentive compensation was calculated based upon, or contingent on, the achievement of certain financial results that were subsequently and negatively the subject of or affected by a restatement of all or a portion of Quarterhill’s financial statements; and
the executive officer engaged in gross negligence, intentional misconduct or fraud that caused or contributed materially to the need for the restatement as admitted by the executive officer or, in the absence of such admission, as determined by the Board acting reasonably; and
the amount of the short-term, medium-term and/or long-term incentive compensation that would have been awarded to or the profit realized by the executive officer resulting from such short-term, medium-term and/or long-term incentive compensation if the financial results had been properly reported would have been lower than the amount actually awarded, received or realized.

Minimum Equity Ownership Requirement

The Board has established a minimum equity ownership requirement for all Quarterhill officers having a “vice-president” or higher title or performing an equivalent function, including each Named Executive Officer (each, a “ Covered Officer ”) pursuant to which, within five years of becoming a Covered Officer, each Covered Officer must satisfy the following requirements applicable to that Covered Officer (each, a “ Minimum Equity Ownership Requirement ”):

(1) Quarterhill’s CEO must own, directly or indirectly, Common Shares having an aggregate value equal to at least three times the CEO’s then current base salary;
(2) each Senior Vice-President or officer performing an equivalent function (including Quarterhill’s Chief Financial Officer) must own, directly or indirectly, Common Shares, DSUs, vested in-the-money Options, Cash RSUs, Share RSUs and PSUs having an aggregate value equal to at least 100% of such officer’s then current base salary, of which each such officer must own, directly or indirectly, Common Shares and DSUs

equal to half of such amount; and

(3) each Covered Officer other than Quarterhill’s CEO and any Senior Vice-President (or officer performing an equivalent function to a Senior Vice-President) must own, directly or indirectly, Common Shares, DSUs, vested in-the-money Options, Cash RSUs, Share RSUs and PSUs having an aggregate value equal to at least 50% of such Covered Officer’s then current base salary, of which each Covered Officer must own, directly or indirectly, Common Shares and DSUs equal to half of such amount.

The measurement of the value of each Covered Officer’s Common Share, DSU, vested in-the-money Option, Cash RSU, Share RSU and PSU holdings is made on December 31 of each year and is based on, for Common Shares, the higher of (a) the price actually paid or deemed to have been paid for Common Shares and (b) the closing price of the Common Shares on the TSX on that December 31 and, for DSUs, vested in-the-money Options, Cash RSUs, Share RSUs and PSUs, the closing price of the Common Shares on that December 31 less any applicable exercise price. Starting five years after an employee becomes a Covered Officer, until such time as they satisfy the applicable Minimum Equity Ownership Requirement, that employee will receive all cash incentives in the form of DSUs.

At December 31, 2020, the Named Executive Officers owned the following Common Shares, vested in-the-money Options, Cash RSUs and PSUs (no DSUs or Share RSUs were outstanding at that date):

Named Executive Officer	Common Shares Held on December 31, 2020	Vested In-the- Money Options Held on December 31, 2020	Unvested Cash RSUs Held on December 31, 2020	Unvested PSUs Held on December 31, 2020	Aggregate Value of Common Shares, Vested In-the-Money Options, Cash RSUs and PSUs (December 31, 2020 Market Price (1) / Price Actually Paid (2))
Paul Hill	200,000	0	0	0	$512,000 / $401,884
John Rim	0	0	0	0	$0 / $0
David Cortens	4,200(3)	100,000	0	0	$77,752/ $8,785
Rish Malhotra	0	30,000	0	0	$12,600 / $12,600
Michael Vladescu	115,755	88,074	4,609	28,000	$488,143 / $352,878
Prashant Watchmaker	66,055	56,554	2,958	137,248	$583,756 / $261,455

(1) Represents the value of Common Shares, vested in-the-money Options, Cash RSUs and PSUs on December 31, 2020 based on the TSX closing price of the Common Shares of $2.56 on December 31, 2020, less the exercise price of any vested-in-the-money Options.

(2) Represents the value of Common Shares at the prices actually paid by each Named Executive Officer when those Common Shares were originally purchased. The value of vested in-the-money Options, Cash RSUs and PSUs on December 31, 2020 is based on the TSX closing price of the Common Shares of $2.56 on December 31, 2020, less the exercise price of any vested-in-the-money Options.

(3) Includes 1,700 Common Shares held by Mr. Cortens’ spouse.

Each of Messrs. Vladescu and Watchmaker satisfy their respective Minimum Equity Ownership Requirements for the year ended December 31, 2020. Each of Messrs. Hill, Rim and Malhotra is not required to satisfy their respective Minimum Equity Ownership Requirements until the year 2025, five years following their respective appointments to their current roles with Quarterhill. Mr. Cortens retired from our International Road Dynamics Inc. subsidiary effective March 1, 2021.

Performance Graph

The graph below shows Quarterhill’s cumulative total shareholder return on our Common Shares for the period from January 1, 2016 to December 31, 2020 and compares this cumulative total return with the cumulative total return of the S&P/TSX Composite Total Return Index for the same period. All dividends paid by Quarterhill and received by shareholders during the periods shown are assumed to have been reinvested in Common Shares.

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This graph suggests that total shareholder return generally tracked the S&P/TSX Composite Index in 2016 and 2017, but indicates a reduction in total shareholder return through 2018 with a significant recovery from 2019 through 2020. An investment of $100 in Common Shares on January 1, 2016 would have been worth approximately $159 on December 31, 2020, representing a compound annual growth of approximately 9.7%. In comparison, the S&P/TSX Composite Index reported a compound annual growth of approximately 6.2% over the same period.

During the period covered by this graph, compensation for Named Executive Officers does not generally correlate to the market performance of the Common Shares. Named Executive Officer compensation has generally been stable during this period, with certain increases for Messrs. Cortens, Malhotra and Vladescu for the year ended December 31, 2020. Messrs. Hill and Rim, Quarterhill’s our current CEO and Chief Financial Officer respectively, each began their employment with us in the year ended December 31, 2020.

Summary Compensation Table

The table below shows the compensation paid to the Named Executive Officers in respect of the financial years ended December 31, 2020, December 31, 2019 and December 31, 2018.

Name and Principal Position Year Salary ($) Share-Based Awards(1) Option-Based Awards	Non-Equity Incentive Plan Compensation Annual Incentive Plans Long-Term Incentive Plans All Other Compensation (2) Total Compensation
Paul Hill President & Chief Executive Officer(3) 2020 $295,615 -- $936,489(4) 2019 -- -- -- 2018 -- -- --	-- -- -- $1,196,140 -- -- -- -- -- -- -- --
John Rim Chief Financial Officer(5) 2020 $69,154 -- $611,661(6) 2019 -- -- -- 2018 -- -- --	-- -- -- $680,815 -- -- -- -- -- -- -- --
David Cortens Former Interim Chief Financial Officer(7) 2020 $284,641 -- $27,038(8) 2019 $239,237 -- -- 2018 $226,194 $22,197(9) --	$131,000 -- -- $442,679 -- -- -- $239,237 -- -- -- $248,391
Rish Malhotra President & Chief Executive Officer, International Road Dynamics Inc.(10) 2020 $251,603 -- $40,556(8) 2019 $173,755 -- -- 2018 $149,717 -- $34,077(11)	$5,000 -- -- $297,159 $21,750 -- -- $195,505 $10,895 -- -- $194,688
Michael Vladescu President & Chief Executive Officer, Wi-LAN Inc.(12) 2020 $424,154 -- $185,991(13) 2019 $303,652 $31,111(14) $171,306(15) 2018 $313,727 $176,948(16) --	$395,294 -- -- $1,005,438 $12,808 -- -- $518,876 $38,410 -- -- $529,084
Prashant Watchmaker Senior-Vice President, General Counsel & Corporate Secretary 2020 $274,993 -- $63,955(4),(13) 2019 $274,050 $103,759(17) $77,581(15) 2018 $274,050 $214,716(18) --	$38,560 -- -- $377,507 -- -- -- $455,390 $52,724 -- -- $541,490

Notes:

(1) Value of share-based awards calculated using the applicable TSX closing price on the grant date.
(2) Generally represents contributions to Named Executive Officers’ respective registered retirement savings plans and similar payments made by Quarterhill on behalf of such Named Executive Officers; the value of all other perquisites and benefits for each Named Executive Officer was less than the lesser of $50,000 and 10% of such Named Executive Officer’s salary.
(3) Mr. Hill was appointed as Quarterhill’s President & Chief Executive Officer effective June 1, 2020.
(4) Quarterhill granted Options to Messrs. Hill and Watchmaker on May 25, 2020. The valuation of these optionbased awards is based on the Black-Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.67.
(5) Mr. Rim was appointed as Quarterhill’s Chief Financial Officer effective October 1, 2020.
(6) Quarterhill granted Options to Mr. Rim on November 9, 2020. The valuation of these option-based awards is based on the Black-Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.87.
(7) Mr. Cortens was Quarterhill’s Interim Chief Financial Officer from October 22, 2019 to September 30, 2020. Mr. Cortens was the Chief Financial Officer of our International Road Dynamics Inc. subsidiary which we acquired on June 1, 2017 until his retirement from this position effective March 1, 2021.

(8) Quarterhill granted Options to Messrs. Cortens and Malhotra on June 1, 2020. The valuation of these optionbased awards is based on the Black-Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.68.
(9) Represents the value of 15,969 Cash RSUs granted to Mr. Cortens on August 1, 2018 which vested as to 5,324 Cash RSUs on August 1, 2018, 2,662 Cash RSUs on January 1, 2019 and 2,661 Cash RSUs on each of July 1, 2019, January 1, 2020 and July 1, 2020. On the date of grant, these Cash RSUs had a value of $1.39 each, equal to the TSX closing price of the Common Shares on August 1, 2018. The actual value received by Mr. Cortens on the vesting of these Cash RSUs differed from their grant date valuation.
(10) Mr. Malhotra was appointed as President & Chief Executive Officer of Quarterhill’s International Road Dynamics Inc. subsidiary effective June 1, 2020. Prior to June 1, 2020, Mr. Malhotra had been Chief Operating Officer & Executive Vice-President of International Road Dynamics Inc. since 2018.
(11) Quarterhill granted Options to Mr. Malhotra on May 18, 2018. The valuation of these option-based awards is based on the Black-Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.76.
(12) Mr. Vladescu was appointed as President & Chief Executive Officer of Quarterhill’s Wi-LAN Inc. subsidiary effective February 27, 2019. Prior to February 27, 2019, Mr. Vladescu had been Chief Operating Officer of WiLAN Inc. since April 9, 2012.
(13) Quarterhill granted Options to Messrs. Vladescu and Watchmaker on March 2, 2020. The valuation of these option-based awards is based on the Black-Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.62.
(14) Represents the value of: (a) 35,000 PSUs granted to Mr. Vladescu on March 4, 2019, of which 7,000 PSUs vested and resulted in the issuance of 7,000 Common Shares on February 28, 2020 and an additional 7,000 PSUs will vest and result in the issuance of 7,000 Common Shares on March 12, 2021 (in each case, prior to a reduction in the number of such Common Shares by Quarterhill at Mr. Vladescu’s request to address and pay for the withholding and payment of applicable income tax) and up to 21,000 additional PSUs may vest and result in the issuance of up to 21,000 Common Shares between 2022 and 2023; and (b) 7,365 Cash RSUs granted to Mr. Vladescu on March 4, 2019 which vested as to 1,228 Cash RSUs on each of March 4, 2019 and July 1, 2019 and 1,227 Cash RSUs on January 1, 2020, July 1, 2020 and January 1, 2021 and will vest as to 1,227 Cash RSUs on July 1, 2022. On the date of grant, these PSUs and Cash RSUs had a value of $1.35 each, equal to the TSX closing price of the Common Shares on March 4, 2019). The actual value received by Mr. Vladescu on the vesting of any of these PSUs and/or Cash RSUs, if any, will differ from their grant date valuations.
(15) Quarterhill granted Options to Messrs. Vladescu and Watchmaker on March 4, 2019. The valuation of these option-based awards is based on the Black Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.65.
(16) Represents the value of (a) 78,750 Cash RSUs granted to Mr. Vladescu on March 22, 2018 which vested as to 26,250 Cash RSUs on March 22, 2018 and 13,125 Cash RSUs on each of July 1, 2018, January 1, 2019, July 1, 2019 and January 1, 2020 and (b) 12,933 Cash RSUs granted to Mr. Vladescu on March 22, 2018 which vested as to 2,156 Cash RSUs on each of July 1, 2018, January 1, 2019 and July 1, 2018 and as to 2,155 Cash RSUs on January 1, 2020 and July 1, 2020. On the date of grant, these Cash RSUs had a value of $1.93 each, equal to the TSX closing price of the Common Shares on March 22, 2018. The actual value received by Mr. Vladescu on the vesting of any of these RSUs differed from their grant date valuations.
(17) Represents the value of 171,560 PSUs granted to Mr. Watchmaker on March 4, 2019, of which 34,312 PSUs vested and resulted in the issuance of 34,312 Common Shares on February 28, 2020 and 34,312 PSUs will vest and result in the issuance of 34,312 Common Shares on March 12, 2021 (in each case, prior to a reduction in the number of such Common Shares by Quarterhill at Mr. Watchmaker’s request to address and pay for the withholding and payment of applicable income tax) and up to 102,936 additional PSUs may vest and result in the issuance of up to 102,936 additional Common Shares between 2022 and 2023. On the date of grant, these PSUs had a value of $1.35 each, equal to the TSX closing price of the Common Shares on March 4, 2019). The actual value received by Mr. Watchmaker on the vesting of any of these PSUs, if any, will differ from their grant date valuations.
(18) Represents the value of (a) 93,500 Cash RSUs granted to Mr. Watchmaker on March 22, 2018 which vested as to 15,583 Cash RSUs on March 22, 2018, as to 15,584 Cash RSUs on each of July 1, 2018 and January 1, 2019 and as to 15,583 Cash RSUs on each of July 1, 2019, January 1, 2020 and July 1, 2020 and (b) 17,752 Cash RSUs granted to Mr. Watchmaker on March 22, 2018 which vested as to 2,959 Cash RSUs on each of July 1, 2018, January 1, 2019, July 1, 2019, January 1, 2020 and as to 2,958 Cash RSUs on each of July 1, 2020 and January 1, 2021. On the date of grant, these Cash RSUs had a value of $1.93 each, equal to the TSX closing price of the

Common Shares on March 22, 2018. The actual value received by Mr. Watchmaker on the vesting of any of these RSUs differed from their grant date valuations.

Incentive Plan Awards

General information on Quarterhill’s incentive plans is provided under the heading “Security Based Compensation Arrangements” below.

Outstanding Share-Based Awards and Option Based Awards

The following table sets out all of the Options, PSUs and Cash RSUs that had been granted and were outstanding to any of the Named Executive Officers as at December 31, 2020 (no Share RSUs were issued or outstanding at that date).

Name	Option-Based Awards Number of Securities Underlying Unexercised Options Option Exercise Price ($) Option Expiration Date Value of Unexercised In-the-Money Options ($)(1)	Share-Based Awards
		Number of Shares or Units of Shares that Have Not Vested (#)(2) Market or Pay-out Value of Share-Based Awards that Have Not Vested ($) (3)
Paul Hill	1,400,000 $1.99 May25, 2026 $798,000	-- --
John Rim	700,000 $2.60 November 9, 2026 $0	-- --
David Cortens	40,000 $2.01 June 1, 2026 $22,000 100,000 $1.89 June 1, 2023 $67,000	-- -- -- --
Rish Malhotra	60,000 $2.01 June 1, 2026 $33,000 45,000 $2.14 May18, 2024 $18,900	-- -- -- --
Michael Vladescu	300,000 $1.81 March 2, 2026 $225.000 264,220 $1.33 March 4, 2025 $324,991	32,609 $83,479 -- --
Prashant Watchmaker	40,000 $1.99 May 25, 2026 $22,800 60,000 $1.81 March 2, 2026 $45,000 119,660 $1.33 March 4, 2025 $147,182 25,000 $2.16 May12, 2023 $10,000	140,206 $358,927 -- -- -- --

Notes:

(1) Represents the difference between the market value of the Common Shares on December 31, 2020, based on the TSX closing price of the Common Shares of $2.56 on December 31, 2020 and the exercise price of the relevant Options.

(2) Represents unvested PSUs and Cash RSUs held at December 31, 2020.

(3) Represents the market value of Common Shares that may be issued upon the vesting of PSUs outstanding on December 31, 2020 and the pay-out value of unvested Cash RSUs outstanding on December 31, 2020 based on the market value of the Common Shares on December 31, 2020, all based on the TSX closing price of the Common Shares of $2.56 on December 31, 2020. Actual values of Common Share issued on the vesting of PSUs and amounts to be paid out upon the vesting of such Cash RSUs will differ from the values indicated.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth, for each Named Executive Officer, the value vested for all outstanding Option-based and share-based awards and the value earned for all nonequity incentive plan compensation during our financial year ended December 31, 2020.

Name Paul Hill	Option-Based Awards – Value Vested During the Year ($) (1) $0	Share-Based Awards – Value Vested During the Year ($) (2) --	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($) (3)
			$136,278
John Rim	$0	--	$50,000
David Cortens	$53,666(4)	$10,005(5)	$130,000
Rish Malhotra	$0(6)	--	$143,902
Michael Vladescu	$39,633(7)	$91,567(8)	$325,352
Prashant Watchmaker	$41,940(9)	$148,023(10)	$105,902

Notes:

(1) The value of option-based awards was calculated using the applicable TSX closing price on the vesting date. The amounts reflect the value of the vested Options assuming they were exercised on the vesting date and not realized values.
(2) The value of share-based awards was calculated using the applicable TSX closing price on the vesting date.
(3) Amounts calculated as set out under the heading “Statement of Executive Compensation – Compensation Discussion & Analysis – Short-Term Incentive” earlier in this Circular, and paid in March 2021.
(4) Represents the vesting of: (a) 33,333 Options having an exercise price of $1.89 on November 16, 2020 on which date the closing price of the Common Shares on the TSX was $2.72; and (b) 33,333 Options having an exercise price of $1.89 on November 19, 2020 on which date the closing price of the Common Shares on the TSX was $2.67.
(5) Represents payments in respect of: (a) 2,661 Cash RSUs that vested on January 1, 2020 on which date the closing price of the Common Shares on the TSX was $1.67; and (b) 2,661 Cash RSUs that vested on July 1, 2020 on which date the closing price of the Common Shares on the TSX was $2.09.
(6) Represents the vesting of 15,000 Options having an exercise price of $2.14 on May 18, 2020 on which date the closing price of the Common Shares on the TSX was $1.85.
(7) Represents the vesting of 88,074 Options having an exercise price of $1.33 on March 4, 2020 on which date the closing price of the Common Shares on the TSX was $1.78.
(8) Represents: (a) a payment in respect of 26,585 Cash RSUs that vested on January 1, 2020 on which date the closing price of the Common Shares on the TSX was $1.67; (b) the issuance of 7,000 Common Shares upon the vesting of 7,000 PSUs on February 28, 2020 on which date the closing price of the Common Shares on the TSX was $1.81; and (c) a payment in respect of 16,507 Cash RSUs that vested on July 1, 2020 on which date the closing price of the Common Shares on the TSX was $2.09.
(9) Represents the vesting of: (a) 39,887 Options having an exercise price of $1.33 on March 4, 2020 on which date the closing price of the Common Shares on the TSX was $1.78; (b) 8,334 Options having an exercise price of $2.16 on November 16, 2020 on which date the closing price of the Common Shares on the TSX was $2.72; and (c) 8,333 Options having an exercise price of $2.16 on December 7, 2020 on which date the closing price of the Common Shares on the TSX was $2.72.
(10) Represents: (a) a payment in respect of 28,244 Cash RSUs that vested on January 1, 2020 on which date the closing price of the Common Shares on the TSX was $1.67; (b) the issuance of 34,312 Common Shares upon the vesting of 34,312 PSUs on February 28, 2020 on which date the closing price of the Common Shares on the TSX was $1.81; and (c) a payment in respect of 18,541 Cash RSUs that vested on July 1, 2020 on which date the closing price of the Common Shares on the TSX was $2.09.

Termination and Change of Control Benefits

Pursuant to Mr. Hill’s employment agreement, if his employment were terminated without cause (including by constructive dismissal), Mr. Hill would be entitled to payment of $1,000,000 as a lump sum plus a pro rata portion of Mr. Hill’s target at-risk annual incentive cash bonus to the date of termination, with all awards under the Equity Plan held by Mr. Hill at such termination treated as required under the terms of the Equity Plan.

Pursuant to Mr. Rim’s employment agreement, if his employment were terminated without cause (including by constructive dismissal), Mr. Rim would be entitled to payment of $290,000 as a lump sum plus a pro rata portion of Mr. Rim’s target at-risk annual incentive cash bonus to the date of termination, with all awards under the Equity Plan held by Mr. Rim at such termination treated as required under the terms of the Equity Plan.

Pursuant to Mr. Cortens’ employment agreement with our International Road Dynamics Inc. subsidiary, as amended, if his employment were terminated without cause (including by constructive dismissal), Mr. Cortens would be entitled to: (1) payment of 24 months’ base salary; and (2) treatment of all rights granted under International Road Dynamics Inc. and/or Quarterhill incentive plans to be governed by the provisions of those plans. Mr. Cortens retired from International Road Dynamics Inc. effective March 1, 2021 in accordance with the terms of his employment agreement which provided that he is to receive 24 months of his current base salary following retirement and health benefits for the period to December 31, 2021 in consideration for providing reasonable transition advice and services to International Road Dynamics Inc. and entering into a consulting agreement with Quarterhill to provide future services as may be required.

Pursuant to Mr. Malhotra’s employment agreement with our International Road Dynamics Inc. subsidiary, as amended, if his employment were terminated without cause (including by constructive dismissal), Mr. Malhotra would be entitled to payment of any amount equal to 18 months of his then current salary as a lump sum plus a pro rata portion of Mr. Malhotra’s target at-risk annual incentive cash bonus to the date of termination, with all awards under the Equity Plan held by Mr. Malhotra at such termination treated as required under the terms of the Equity Plan provided that any unvested Options then held by Mr. Malhotra would immediately vest and be exercisable for 90 days following his termination.

Pursuant to Mr. Vladescu’s employment agreement with our Wi-LAN Inc. subsidiary, as amended, if his employment is terminated without cause (including by constructive dismissal), Mr. Vladescu is entitled to: (1) payment of 24 months’ base salary and payment of 2 years’ target annual incentive not to exceed $1,400,000; (2) payment of the cash equivalent of the reasonable replacement value of all benefits to which he would have been entitled during the years following such termination; (3) immediate vesting and payout of all unvested Cash RSUs that would have vested in the next 2 years and that would have otherwise terminated unvested upon his termination of employment; and (4) immediate full vesting of all Options.

Pursuant to Mr. Watchmaker’s employment agreement, as amended, if his employment is terminated without cause (including by constructive dismissal), Mr. Watchmaker is entitled to: (1) payment of 24 months’ base salary, payment of 2 years’ target annual incentive and payment of the cash value of all benefits to which he would have been entitled over the following 24 months; (2) immediate vesting and payout of all unvested Cash RSUs and DSUs that would have vested in the next 2 years and that would have otherwise terminated unvested upon his termination of employment; and (3) immediate full vesting of all Options.

In addition to certain other covenants made by each Named Executive Officer, upon any termination of employment, each Named Executive Officer has also agreed to: (a) not reveal any of Quarterhill’s confidential information following such termination; (b) not, directly or indirectly, induce any employee of Quarterhill to leave the employ of Quarterhill for 2 years (1 year for Mr. Cortens) following such termination; (c) be available following such termination to assist with the orderly transition of their roles, duties and responsibilities with us to their successor(s); (d) cooperate with us in any litigation following termination; and (e) for Messrs. Cortens and Malhotra, not compete with the business of International Road Dynamics Inc. for 1 year following such termination. Further, each of Messrs. Hill, Rim and Malhotra have agreed not to work in any way, directly or indirectly, against Quarterhill or any of our subsidiaries in any negotiations or litigation for an indefinite time following their respective termination of employment.

Payments on Termination

The following provides details regarding the estimated incremental payments from Quarterhill to each Named Executive Officer assuming termination on December 31, 2020.

Name Paul Hill	Salary Based Entitlements $0	Other Cash Based Entitlements $1,000,000	Other Incentive Plan Based Entitlements
			$0
John Rim	$0	$290,000	$0
David Cortens	$473,184	$2,301	$0
Rish Malhotra	$450,000	$144,395	$0
Michael Vladescu	$1,400,000	$18,517	$11,799
Prashant Watchmaker	$898,000	$37,479	$7,572

Director Compensation

The following table provides information regarding compensation paid to nonexecutive members of the Board during our financial year ended December 31, 2020.

	Fees	Share-Based	Option-Based	Non-Equity Incentive	All Other
Name	Earned ($)	Awards ($) (1)	Awards ($)(2)	Plan Compensation ($)	Compensation ($)	Total ($)
Roxanne Anderson	$82,149	--	$43,780	--	--	$125,929
Michel Fattouche	$38,351	--	$43,780	--	--	$82,131
John Gillberry	$217,930	--	$43,780	--	--	$261,711
Ron Laurie	$74,214	--	$43,780	--	--	$117,994
Paul McCarten	$93,549	--	$43,780	--	--	$137,329
Richard Shorkey	$87,909	--	$43,780	--	--	$131,690
James Skippen	$96,230	--	$43,780	--	--	$140,010

Notes:

(1) The value of share-based awards was calculated using the applicable TSX closing price on the grant date.

(2) Quarterhill granted Options to purchase up to 50,251 Common Shares to each non-executive Board member on May 25, 2020. The valuation of these option-based awards is based on the Black-Scholes option valuation model at the time of grant which determined the fair market value of each option at $0.87.

Currently, during our financial year ending December 31, 2020, each non-executive member of the Board is paid an annual base fee of $63,000, the Chair of the Board is paid an additional annual fee of $56,000 and the Vice-Chair of the Board is paid an additional annual fee of $35,000. The chairs of each of the Audit Committee, Compensation Committee, Governance Committee and Nominating Committee are each paid additional annual fees of $25,000, $19,000, $10,000 and $10,000 respectively. Each member of each Board committee, other than their respective chairs, are each paid additional annual fees of $5,000.

Members of the Board who attend meetings in person, away from their place of residence, are entitled, for each such meeting, to additional fees of (a) $2,100 for members residing within a short (e.g. less than 2 hours’) regular flight of the meeting location, (b) $2,800 for members residing within a medium (e.g. between 2 and 5 hours’) regular flight of the meeting location and (c) $3,800 for members residing within a distant (e.g. more than 5 hours’) regular flight of the meeting location. Directors are also reimbursed for their out-of-pocket expenses incurred in carrying out their duties as directors.

Minimum Common Share Ownership Requirement

Effective February 28, 2018, the Board established a demanding and rigorous minimum Common Share ownership requirement for non-executive directors which requires each such director to hold Common Shares having a value equal to 3 times the director’s annual base fee (i.e. 3 times $63,000 per director in 2020 = $189,000) based on the higher of (a) the price actually paid or deemed to have been paid for Common Shares and (b) the closing price of the Common Shares on the TSX on the final trading day of the immediately preceding year. This minimum threshold must be satisfied within 5 years (i.e. by March 1, 2023 for Board members at February 28, 2018). The non-executive members of the Board as at December 31, 2020 held the following Common Shares with the following values:

Name of Board Member	Common Shares Held on December31, 2020	Aggregate Value of Common Shares (December31, 2020 Market Price (1) / Price Actually Paid (2))
Roxanne Anderson	98,981	$253,391 / $148,264
Michel Fattouche	1,922,494	$4,921,585 / $4,639,839
John K. Gillberry	115,364	$295,332 / $435,503
Ron Laurie	38,163	$97,628 / $55,630
W. Paul McCarten	64,783(3)	$165,844 / $194,739
Richard J. Shorkey	56,716(6)	$145,193 / $118,340
James D. Skippen	451,500(7)	$1,155,840 / $2,201,355

Notes:

(1) Represents the value of Common Shares held on December 31, 2020 based on the TSX closing price of the Common Shares of $2.56 on December 31, 2020.

(2) Represents the value of Common Shares at the prices actually paid by the specific member of the Board when such Common Shares were originally purchased as provided to us by that Board member.

(3) Does not include 3,600 Common Shares owned beneficially and of record by Mr. McCarten’s spouse, over which Common Shares Mr. McCarten has irrevocably disclaimed any and all control and direction.

(4) Includes 5,000 Common Shares held by Mr. Shorkey’s spouse.

(5) All Common Shares held by a corporation controlled by a trust in which Mr. Skippen and his spouse are 2 of the trustees.

Directors’ Outstanding Share-Based Awards and Option Based Awards

The following table sets out the Options that had been granted and were outstanding to any of the members of the Board as at December 31, 2020.

Name	Option-Based Awards Number of Securities Underlying Unexercised Options Option Exercise Price ($) Option Expiration Date Value of Unexercised In-the-Money Options ($)(1)	Share-Based Awards
		Number of Shares or Units of Shares that Have Not Vested (#)(2) Market or Payout Value of Share-Based Awards that Have Not Vested ($) (3)
Roxanne Anderson	50,251 $1.99 May 25, 2026 $28,643 56,818 $1.76 August 12, 2025 $45,454 59,523 $2.02 May 31, 2024 $32,142 46,296 $2.16 May 12, 2023 $18,518 35,211 $2.84 July29, 2022 $0	-- -- -- -- -- --
Michel Fattouche	50,251 $1.99 May 25, 2026 $28,643 46,296 $2.16 May 12, 2023 $18,518 35,211 $2.84 July29, 2022 $0	-- -- -- --
John Gillberry	50,251 $1.99 May 25, 2026 $28,643 56,818 $1.76 August 12, 2025 $45,454 59,523 $2.02 May 31, 2024 $32,142 46,296 $2.16 May 12, 2023 $18,518 35,211 $2.84 July29, 2022 $0	-- -- -- -- -- --
Ron Laurie	50,251 $1.99 May 25, 2026 $28,643 56,818 $1.76 August 12, 2025 $45,454 59,523 $2.02 May 31, 2024 $32,142 46,296 $2.16 May 12, 2023 $18,518 35,211 $2.84 July29, 2022 $0	-- -- -- -- -- --
W. Paul McCarten	50,251 $1.99 May 25, 2026 $28,643 56,818 $1.76 August 12, 2025 $45,454 59,523 $2.02 May 31, 2024 $32,142 46,296 $2.16 May 12, 2023 $18,518 35,211 $2.84 July29, 2022 $0	-- -- -- -- -- --
Richard Shorkey	50,251 $1.99 May 25, 2026 $28,643 56,818 $1.76 August 12, 2025 $45,454 59,523 $2.02 May 31, 2024 $32,142 46,296 $2.16 May 12, 2023 $18,518 35,211 $2.84 July29, 2022 $0	-- -- -- -- -- --
James Skippen	50,251 $1.99 May 25, 2026 $28,643 56,818 $1.76 August 10, 2025 $45,454 39,473 $2.28 September 12, 2024 $11,052	129,638 $331,873 -- --

Notes:

(1) Represents the difference between the TSX closing price of the Common Shares of $2.56 on December 31, 2020 and the exercise price of the relevant Options.

(2) Represents unvested Cash RSUs held at December 31, 2020.

(3) Represents the pay-out value of unvested Cash RSUs at December 31, 2020 based on the TSX closing price of the Common Shares of $2.56 on December 31, 2020. Actual amounts to be paid out upon the vesting of such Cash RSUs will differ from such values.

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth, for each member of the Board, the value vested for all outstanding Option-based and share-based awards and the value earned for all non-equity incentive plan compensation during our financial year ended December 31, 2020.

Name Roxanne Anderson	Option-Based Awards – Value Vested During the Year ($) (1) $20,504(3)	Share-Based Awards – Value Vested During the Year ($) (2) --	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
			--
Michel Fattouche	$17,284(4)	--	--
John Gillberry	$20,504(3)	--	--
Ron Laurie	$20,504(3)	--	--
W. Paul McCarten	$20,504(3)	--	--
Richard Shorkey	$20,504(3)	--	--
James Skippen	$3,220(5)	$277,473(6)	--

Notes:

(1) Value of option-based awards was calculated using the applicable TSX closing price on the vesting date in Canadian dollars. The amounts reflect the value of the vested options assuming they were exercised on the vesting date and not realized values.
(2) Value of share-based awards was calculated using the applicable TSX closing price on the vesting date in Canadian dollars.
(3) Represents the vesting of: (a) 19,841 Options having an exercise price of $2.02 on May 31, 2020 on which date the closing price of the Common Shares on the TSX was $1.97; (b) 18,939 Options having an exercise price of $1.76 on August 12, 2020 on which date the closing price of the Common Shares on the TSX was $1.93; (c) 15,432 Options having an exercise price of $2.16 on November 16, 2020 on which date the closing price of the Common Shares on the TSX was $2.72; and (d) 15,432 Options having an exercise price of $2.16 on December 7, 2020 on which date the closing price of the Common Shares on the TSX was $2.72.
(4) Represents the vesting of: (a) 15,432 Options having an exercise price of $2.16 on November 16, 2020 on which date the closing price of the Common Shares on the TSX was $2.72; and (b) 15,432 Options having an exercise price of $2.16 on December 7, 2020 on which date the closing price of the Common Shares on the TSX was $2.72.
(5) Represents the vesting of: (a) 18,939 Options having an exercise price of $1.76 on August 12, 2020 on which date the closing price of the Common Shares on the TSX was $1.93; and (b) 13,157 Options having an exercise price of $2.28 on September 12, 2020 on which date the closing price of the Common Shares on the TSX was $1.83.
(6) Represents payments in respect of: (a) 73,796 Cash RSUs that vested on January 1, 2020 on which date the closing price of the Common Shares on the TSX was $1.67; and (b) 73,796 Cash RSUs that vested on July 1, 2020 on which date the closing price of the Common Shares on the TSX was $2.09.

Security-Based Compensation Arrangements

The Equity Plan and all Common Shares issuable pursuant to Awards granted thereunder were approved by the Board on March 12, 2018 and approved by shareholders on April 18, 2018. On March 10, 2021, the Board amended the Equity Plan to; (1) reduce the maximum number of Common Shares issuable pursuant to Awards from 10% of the issued and outstanding Common Shares to 9.5% of the issued and outstanding Common Shares; (2) clarify that the nature and terms of Other Share-Based Awards (as defined below) are subject to TSX approval; and (3) update certain termination provisions of the Equity Plan as a result of

certain changes in Ontario employment laws. Pursuant to the provisions of the Equity Plan, none of these amendments required the approval of Quarterhill’s shareholders. An up-todate copy of the Equity Plan as amended has been filed as an “Other” document on SEDAR at www.sedar.com on or about March 11, 2021.

The Equity Plan advances Quarterhill’s interests by encouraging our employees, nonexecutive directors and consultants to receive equity-based compensation and incentives, to (1) increase the ownership interests of these persons in Quarterhill, (2) align the interests of these persons with the interests of our shareholders generally, (3) encourage these persons to remain associated with Quarterhill and (4) furnish these persons with additional incentive in their efforts on behalf of Quarterhill. The Board also contemplates that through the Equity Plan, we and our direct or indirect, wholly-owned subsidiaries (“ Subsidiaries ”) will be better able to compete for and retain the services of the individuals needed for Quarterhill’s continued growth and success.

Subject to adjustment pursuant to the terms of the Equity Plan, the maximum aggregate number of Common Shares that may be subject to issuance at any given time in connection with awards granted under the Equity Plan may not exceed 9.5% of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis) at the time of any award grant less any Common Shares issuable under any other Quarterhill “security based compensation arrangements” (as defined by the TSX) of which, there are currently none.

At December 31, 2020, 114,322,032 Common Shares were issued and outstanding, 9.5% of which would be 10,860,593 Common Shares. At December 31, 2020, Options to purchase up to 6,810,789 Common Shares and PSUs convertible into up to 165,248 Common Shares were outstanding under the Equity Plan and no other awards were outstanding under the Equity Plan. As such, at December 31, 2020, there were 3,884,556 Common Shares available for grant in respect of future awards under the Equity Plan. The Equity Plan is an “evergreen” plan and, as such, subject to certain limits, Common Shares issued pursuant to awards under the Equity Plan will be available for re-grant under the Equity Plan. Common Shares subject to granted Awards that have expired, are forfeited, surrendered, cancelled or otherwise terminated prior to exercise or settlement of those Awards in Common Shares will be added back to the Common Shares available for grant under the Equity Plan. Common Shares will not be deemed to have been issued under the Equity Plan with respect to any portion of an Award that is settled in cash.

Under the Equity Plan, the Board may, at any time, appoint a committee of the Board to, among other things, interpret, administer and implement the Equity Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with the Equity Plan. The Board and/or the Compensation Committee may also, at any time, appoint one or more senior Quarterhill officers to, among other things, interpret, administer and implement the Equity Plan on behalf of the Board and/or the Compensation Committee in accordance with such terms and conditions as the Board and/or the Compensation Committee may prescribe, consistent with the Equity Plan. The Board, Compensation Committee or any such senior officer(s) conducting such actions is referred to in the Equity Plan as the “ Granting Authority ”.

Eligible participants to be granted Awards under the Equity Plan are any employee or officer of Quarterhill or its Subsidiaries (an “ Employee ”), any member of the Board who is not

an Employee (a “ Director ”) and any person who is not an Employee or Director but who is engaged to provide services to Quarterhill or any Subsidiary for at least 12 continuous months (other than relating to a distribution of securities) under a written contract and who spends or will spend a significant amount of time and attention on Quarterhill’s or its Subsidiaries’ business (a “ Consultant ” and, together with Employees and Directors, “ Eligible Participants ”).

The maximum number of Common Shares issuable at any time under the Equity Plan to Quarterhill insiders and their associates and affiliates (“ Insiders ”) under all “security based compensation arrangements” may not exceed 9.5% of the then issued and outstanding Common Shares. The maximum number of Common Shares issued to Insiders under all “security based compensation arrangements” within any one-year period may not exceed 9.5% of the then issued and outstanding Common Shares. The maximum number of Common Shares which may be issued to any one Insider within any one-year period may not exceed 5% of the then issued and outstanding Common Shares. The number of Common Shares reserved for issuance to all Directors under the Equity Plan may not exceed 1% of the then issued and outstanding Common Shares. The aggregate Fair Market Value (defined below) of all Common Shares reserved for issuance pursuant to all Awards granted to any one Director in any one calendar year may not exceed $150,000, of which value not more than $100,000 may be comprised of Options.

The ” Fair Market Value ” of the Common Shares is the closing trading price per Common Share on the TSX (or if the Common Shares are not then listed on the TSX, then on the stock exchange on which the Common Shares are then traded) on the last trading day before the applicable date on which there was a closing price or, if the Common Shares are not listed on any stock exchange, then a price determined by the Board and/or the Compensation Committee.

The Equity Plan includes provision for the grant of Options, DSUs, Share RSUs, PSUs and Other Share-Based Awards. Settlement of vested DSUs, Share RSUs, PSUs and Other Share-Based Awards may be made by delivering Common Shares acquired in the open market and/or issued from treasury, or by making a cash payment equal to the number of DSUs, Share RSUs, PSUs and Other Share-Based Awards multiplied by the Fair Market Value of the Common Shares on the date immediately preceding the settlement date, or by a combination of these methods. The manner of settlement for DSUs, Share RSUs, PSUs and Other Share-Based Awards will be determined by the Compensation Committee in its sole discretion. All awards granted pursuant to the Equity Plan will be subject to all statutory tax withholdings under applicable tax laws.

DSUs are notional units that each have the same value as one Common Share and may be used by Quarterhill as a way to pay directors’ fees. Under the Equity Plan, Directors may choose, subject to restrictions and procedures imposed by the Equity Plan and applicable law, to take all or part of their fees in DSUs. DSUs may be paid out to Directors as Common Shares or in cash, at the discretion of the Board and/or the Compensation Committee, when they retire from the Board. We believe the use of DSUs can have the advantage of encouraging higher levels of share ownership by Directors, thereby aligning their interests more closely with those of our shareholders while also preserving our cash.

Share RSUs are share units which are granted to Eligible Participants and vest over time. Share RSUs are paid out to the holder at some later date but no later than 3 years from the year in which the Share RSUs were granted. Share RSUs are not the same as, nor do they

replace in any manner, Cash RSUs otherwise granted to Quarterhill employees and Board members, which Cash RSUs may only be settled in cash, not in Common Shares.

Generally, PSUs are performance-based share units which may be granted to Eligible Participants and conditioned on individual and/or corporate performance criteria established upon the grant of any PSUs against which actual performance can be compared. PSUs are paid out to the holder at a later date. Currently granted PSUs are described in greater detail under the heading “Compensation Discussion & Analysis – Long-term Incentive” above.

“ Other Share-Based Awards ” are rights that may be granted by the Granting Authority that are not Options, Share RSUs or PSUs and that are denominated in, or with reference to, Common Shares and/or payable in, or with reference to, Common Shares. Other ShareBased Awards will provide us with flexibility in structuring appropriate compensation plans while staying within the Board and shareholder approved provisions of the Equity Plan.

The exercise price per Common Share for Options is fixed by the Granting Authority but under no circumstances can the exercise price at the time of the grant be less than the Fair Market Value of the Common Shares on that date.

The term of Options granted will be determined by the Granting Authority and specified in the agreement under which that Option is granted, but will generally be 6 years, provided that no Option may have a term that exceeds 10 years from its date of grant and provided further that any Option that would otherwise expire during any period during which Quarterhill imposes trading restrictions on its Employees, Directors and/or Insiders, will have its term extended by 10 business days following the expiration of that period. The Granting Authority may determine the vesting schedule of any Share RSU or PSU at the time of grant. PSUs generally vest based on performance criteria as determined by the Granting Authority.

Issuances to Eligible Participants for their vested Share RSUs or PSUs will be as soon as reasonably possible following the date on which the Share RSUs or PSUs become vested.

Awards granted under the Equity Plan are non-transferable and non-assignable to anyone other than to the estate of an Eligible Participant in the event of death and then only in accordance with the terms of the Equity Plan.

If an Eligible Participant dies or terminates employment due to retirement from active employment with Quarterhill or a Subsidiary (as determined in accordance with Quarterhill’s policies or as otherwise specified by the Board and/or Compensation Committee) (“ Retirement ”) or has their employment with Quarterhill or a Subsidiary become frustrated due to the happening of one or more supervening events or occurrences amounting to a radical transformation in such employment that is not the fault of such Eligible Participant, Quarterhill and/or such Subsidiary (“ Frustration ”), then: (a) they, their executor or administrator of their estate may exercise their Options that were vested at the date of such death, Retirement or Frustration prior to the earlier of the date that is 12 months following the date of such death, Retirement or Frustration and the date on which such Option expires; (b) a pro-rated portion of any unvested Share RSUs will immediately vest based on the number that would have vested on the next expected vesting date; (c) all other Awards will be forfeited; and (d) their eligibility to receive further Awards will terminate.

If an Eligible Participant resigns from Quarterhill, (a) they may exercise their Options

that were vested at the date of such resignation prior to the earlier of the date that is 90 days following such resignation and the date on which such Options expire; (b) all other Awards will be forfeited to Quarterhill; and (c) their eligibility to receive further Awards will terminate.

If an Eligible Participant’s employment is terminated and that Eligible Participant is entitled to the minimum applicable statutory period of notice of termination pursuant to applicable law, then: (a) they may exercise their Options that were vested at the date of such termination prior to the earlier of the date that is 90 days following such termination and the date on which such Options expire; (b) a pro-rated portion of any unvested Share RSUs will immediately vest based on the number that would have vested on the next expected vesting date; (c) all other Awards will be forfeited; and (d) their eligibility to receive further Awards will terminate. If an Eligible Participant’s employment is terminated and that Eligible Participant is not entitled to the minimum applicable statutory period of notice of termination pursuant to applicable law (or a Director is terminated for breach of fiduciary duty), any Awards held by them will immediately expire and terminate.

Under the Equity Plan, a “ Change of Control ” means the happening of any of the following events:

(i) any transaction at any time and by whatever means pursuant to which (A) Quarterhill goes out of existence by any means, except any corporate transaction or reorganization in which the proportionate voting power among holders of securities of the entity resulting from the transaction or reorganization is substantially the same as the proportionate voting power of such holders of Quarterhill voting securities immediately prior to the transaction or reorganization or (B) any person or any group of 2 or more persons acting jointly or in concert (other than Quarterhill, a Subsidiary, an employee benefit plan of Quarterhill or of any of its Subsidiaries, including the trustee of any such plan acting as trustee) acquires the direct or indirect “beneficial ownership” (as defined in the CBCA) of, or acquires the right to exercise control or direction over, Quarterhill securities representing more than 50% of the then issued and outstanding Common Shares in any manner whatsoever, including as a result of a take-over bid, an exchange of securities, an amalgamation of Quarterhill with any other entity, an arrangement, a capital reorganization or any other business combination or reorganization;
(ii) the sale, assignment or other transfer of all or substantially all of the assets of Quarterhill to a person other than a Subsidiary;
(iii) the dissolution or liquidation of Quarterhill except in connection with the distribution of assets of Quarterhill to one or more persons which were Subsidiaries immediately prior to such event;
(iv) the occurrence of a transaction requiring approval of Quarterhill’s shareholders whereby Quarterhill is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other person (other than a short form amalgamation or exchange of securities with a Subsidiary); or
(v) the Board passes a resolution to the effect that, for the purposes of some or all granted Awards, an event described in any of (i) to (iv) above has occurred.

Under the Equity Plan, “ Change of Control Price ” means the highest price per Common Share paid in any transaction reported on a stock exchange or paid or offered in any bona fide transaction related to a potential or actual Change of Control at any time during the 5 trading days (or if the Common Shares are not listed on any stock exchange, during the 3-month period) preceding a Change of Control, as determined by the Board in its discretion.

Unless otherwise determined by the Granting Authority at or after their grant: (1) any Options outstanding immediately prior to the occurrence of a Change of Control, but which are not then exercisable, will become fully exercisable upon the occurrence of a Change of Control; and (2) all outstanding vested Options will be cashed out at the Change of Control Price, less the applicable exercise price for such Options, as of the date such Change of Control is determined to have occurred, or as of such other date as the Board and/or the Compensation Committee may determine prior to the Change of Control. Outstanding Options may only be so cashed out if the Change of Control Price is higher than the exercise price for such outstanding Options. If the Change of Control Price is equal to or lower than the exercise price for such outstanding Options, the Board and/or the Compensation Committee may terminate such outstanding Options. Further, the Board and/or the Compensation Committee may provide for the conversion or exchange of any outstanding Options into or for options, rights or other securities in any entity participating in or resulting from the Change of Control. In addition, the Board and/or the Compensation Committee may determine, in their discretion, that Options outstanding, but which are not then exercisable, shall not become exercisable and shall be cancelled in the event of a Change of Control.

Unless otherwise determined by the Granting Authority at or after their grant: (1) any RSUs, DSUs, PSUs or Other Share-Based Awards outstanding immediately prior to the occurrence of a Change of Control shall become fully vested upon the occurrence of a Change of Control; and (2) any RSU, DSU, PSU or Other Share-Based Award outstanding immediately prior to the occurrence of a Change of Control shall be cashed out at the Change of Control Price as of the date such Change of Control is deemed to have occurred, or as of such other date as the Board and/or the Compensation Committee may determine prior to the Change of Control. Further, the Board and/or the Compensation Committee may provide for the conversion or exchange of any RSU, DSU, PSU or Other Share-Based Award into or for rights or other securities in any entity participating in or resulting from the Change of Control. In addition, the Board and/or the Compensation Committee may determine, in their discretion, that outstanding RSUs, DSUs, PSUs or Other Share-Based Awards shall not become vested and shall be cancelled and forfeited to Quarterhill upon a Change of Control.

Subject to the rules and policies of any stock exchange on which the Common Shares are listed and applicable law, the Board and/or the Compensation Committee may, without notice or shareholder approval, amend the Equity Plan and/or granted Awards to make amendments:

(i) to the general vesting provisions of any Award;
(ii) to the general term of each Option provided that no Option held by an Insider may be extended beyond its original expiry date and no Option may be exercised after the 10th anniversary of its date of grant;
(iii) to the termination of employment provisions of the Equity Plan;

(iv) to add covenants of Quarterhill for the protection of Eligible Participants, provided that the Board and/or the Compensation Committee is of the good faith opinion that such additions will not be prejudicial to the rights or interests of such Eligible Participants;
(v) not inconsistent with the Equity Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board and/or the Compensation Committee, having in mind the best interests of Eligible Participants, it may be expedient to make, including amendments that are desirable as a result of changes in law in any jurisdiction where an Eligible Participant resides, provided that the Board and/or the Compensation Committee is of the opinion that such amendments and modifications will not be prejudicial to the interests of Eligible Participants;
(vi) which, on the advice of counsel to Quarterhill, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, provided that the Board and/or the Compensation Committee is of the opinion that such changes or corrections will not be prejudicial to the rights and interests of Eligible Participants; or
(vii) that do not specifically require TSX and/or Quarterhill shareholder approval under the Equity Plan.

Generally pursuant to the Equity Plan, the Board and/or the Compensation Committee may alter, change or impair any rights or increase any obligations with respect to any previously granted Award with the consent of the Eligible Participant holding that Award.

None of the following amendments may be made to the Equity Plan without approval of the TSX (if Quarterhill has any securities listed on the TSX at that time) and the approval of Quarterhill’s shareholders:

(i) amendments to the Equity Plan which would increase the number of issuable Common Shares, otherwise than in accordance with the terms of the Equity Plan;
(ii) amendments to the Equity Plan which would increase the number of Common Shares issuable to Insiders, otherwise than in accordance with the terms of the Equity Plan;
(iii) amendments to the Equity Plan which would increase the number of Common Shares issuable to Directors, otherwise than in accordance with the terms of the Equity Plan;
(iv) amendments that would extend the exercise period of any Options beyond the original expiry;
(v) amendments that would increase (1) the maximum number of Common Shares reserved for issuance to Directors or (2) the maximum aggregate value of the Fair Market Value of all Common Shares reserved for issuance pursuant to all Awards granted to any one Director in any one calendar year;
(vi) amendments that would permit the transfer or assignment of any Award for any reason other than an Eligible Participant’s estate planning;

(vii) amendments that would reduce the exercise price of any Options, otherwise than in accordance with the terms of the Equity Plan;
(viii) amendments that would result in the cancellation of any Options held by any Eligible Participant and the related reissue of Options or other entitlements to that person;
(ix) amendments to other provisions of the Equity Plan listed above that require TSX and shareholder approval for amendments; and
(x) the addition of any form of financial assistance to an Employee or Director not otherwise provided for in the Equity Plan.

Quarterhill provides no financial assistance to participants to facilitate the purchase of securities under the Equity Plan.

The annual “burn rate” of all awards granted under the Equity Plan and Quarterhill’s 2001 Share Option Plan that was terminated effective April 18, 2018 (together with the Equity Plan, collectively, the “ Plans ”) for the years ended December 31, 2020, 2019 and 2018 is set out below as calculated in accordance with TSX requirements.

	Year Ended December31, 2020	Year Ended December31, 2019	Year Ended December31, 2018
Plans Burn Rate(1)	3.91%(2)	1.91%	3.25%(3)

(1) The burn rate is equal to the number of awards granted under the Equity Plan and/or Quarterhill’s previous 2001 Share Option Plan during the applicable financial year divided by the weighted average number of Common Shares outstanding during the applicable financial year. For the financial year ended December 31, 2020, we granted Options to purchase up to 4,571,757 Common Shares and had a weighted average of 116,939,833 Common Shares outstanding. For the financial year ended December 31, 2019, we granted Options to purchase up to 1,183,918 Common Shares and PSUs that could convert into up to 1,091,020 Common Shares, and we had a weighted average of 118,817,466 Common Shares outstanding. For the financial year ended December 31, 2018, we granted Options to purchase up to 3,854,626 Common Shares and had a weighted average of 118,768,728 Common Shares outstanding.
(2) The Options granted in the year ended December 31, 2020 includes 1,400,000 “inducement” Options granted to Paul Hill as additional consideration for joining Quarterhill in 2020 without which, the annual burn rate for the financial year ended December 31, 2020 would have been 2.71% representing Options to purchase up to 3,171,757 Common Shares and a weighted average of 116,939,833 Common Shares outstanding.
(3) The Options granted in the year ended December 31, 2018 included 1,400,000 “inducement” Options granted to Doug Parker as additional consideration for joining Quarterhill in 2018 without which, the annual burn rate for the financial year ended December 31, 2018 would have been 2.07% representing Options to purchase up to 2,454,626 Common Shares and a weighted average of 118,768,728 Common Shares outstanding. Mr. Parker resigned from Quarterhill effective October 1, 2019 and all of his 1,400,000 Options terminated without being exercised.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table summarizes the number of Common Shares authorized for issuance from treasury under Quarterhill’s equity compensation plans as at December 31, 2020.

Plan Category Equity compensation plans approved by security holders Equity compensation plans not approved bysecurityholders Total	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) 6,976,037(1) 0 6,976,037(3)	Weighted-average exercise price of outstanding options, warrants and rights (b) $1.97 N/A $1.97	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
			(c)
			3,884,556(2) 0
			3,884,556(4)

(1) Represents Common Shares issuable pursuant to the exercise of Options and vesting of PSUs issued and outstanding under the Equity Plan at December 31, 2020.

(2) Quarterhill’s only equity compensation plan, the Equity Plan, provides for the issuance of up to 9.5% of the issued and outstanding Common Shares at any given time, being 10,860,593 Common Shares at December 31, 2020 (i.e. 9.5% of 114,322,032 issued and outstanding Common Shares at that date).

(3) Represents approximately 6.10% of the 114,322,032 issued and outstanding Common Shares at December 31, 2020.

(4) Represents approximately 3.40% of the 114,322,032 issued and outstanding Common Shares at December 31, 2020.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

Management is not aware of any indebtedness outstanding to Quarterhill by any of our current or former directors, executive officers or other Quarterhill employees, any nominees for director or any of their respective associates or affiliates, or any guarantees, support agreements, letters of credit or similar arrangements provided by Quarterhill or our subsidiaries to any such persons, at any time since the commencement of our last completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

There are no interests of any directors, officers or holders of over 10% of the Common Shares, or any directors or officers of any holders of over 10% of the Common Shares, or any affiliates or associates of any of the foregoing, in any transactions of Quarterhill during the financial year ended December 31, 2019 or in any proposed transaction that have materially affected or that would materially affect Quarterhill or any of our subsidiaries.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

Quarterhill provides insurance for the benefit of its directors and officers against liability incurred by them in these capacities. The current aggregate policy limit for this insurance policy is $30,000,000 with deductible amounts of $250,000 to $2,500,000 payable by Quarterhill. The aggregate annual premium for this insurance policy in the financial year ended December 31, 2020 was $555,450 paid by Quarterhill.

NORMAL COURSE ISSUER BID

On August 10, 2020, Quarterhill put in place a normal course issuer bid (the “ NCIB ”) pursuant to which we have the right but not the obligation to purchase up to 11,303,777 Common Shares, representing approximately 10% of the 113,037,776 Common Shares in our public float as of July 31, 2020. The NCIB will expire on August 9, 2021. As of February 28, 2021, we have repurchased 2,206,636 Common Shares under the NCIB, all of which have been cancelled. Quarterhill will provide a copy of our notice to the TSX relating to the NCIB without charge to any shareholder upon written request to our Corporate Secretary.

APPOINTMENT OF AUDITORS

Unless a shareholder directs its Common Shares to be withheld from voting in the appointment of auditors, Quarterhill management will vote the Proxy solicited in this Circular to re-appoint Ernst & Young Canada LLP, Chartered Accountants, as Quarterhill’s auditors to hold office until the next annual meeting of shareholders and to authorize the directors to fix the auditors’ remuneration. Ernst & Young Canada LLP was first appointed as our auditors on November 30, 2020. Prior to November 30, 2020, Quarterhill’s auditors were PricewaterhouseCoopers LLP who acted for us since October 25, 2006.

PARTICULARS OF MATTERS TO BE ACTED UPON

Equity Plan Resolution

At the Meeting, Quarterhill’s shareholders will be asked to consider, and if thought advisable, to approve, with or without variation, the Equity Plan Resolution substantially in the form set out in Exhibit A to this Circular, approving all of the unallocated Awards issuable pursuant to the Equity Plan and approving the granting of Awards under the Equity Plan until April 14, 2024. To become effective, the Equity Plan Resolution must be approved by a majority of the votes cast at the Meeting.

Pursuant to the TSX’s rules, unallocated options, rights or other entitlements under a TSX listed issuer’s security based compensation arrangements that do not have a fixed maximum number of securities issuable must be approved by a majority of the issuer’s directors and by the issuer’s securityholders every three years. Because the Equity Plan does not have a fixed number of Common Shares issuable thereunder, but permits the issuance of up to an aggregate of 9.5% of the outstanding Common Shares from time to time, Quarterhill is seeking shareholder approval at the Meeting of all of the unallocated Awards issuable pursuant to the Equity Plan in accordance with this requirement.

Quarterhill obtained shareholder approval for the Equity Plan (including approval of its then unallocated Awards under the Equity Plan) at its annual and special meeting of shareholders on April 18, 2018, which approval expires on April 18, 2021 unless reapproved by shareholders prior to that date. An up-to-date copy of the Equity Plan as amended has been filed as an “Other” document on SEDAR at www.sedar.com on or about March 11, 2021.

As of February 28, 2021, there are Options outstanding under the Equity Plan to purchase up to 6,718,705 Common Shares and PSUs outstanding under the Equity Plan to

issue up to 165,248 Common Shares (collectively representing approximately 6.02% of the 114,394,116 issued and outstanding Common Shares at that date), leaving 3,983,488 unallocated Common Shares available for future Awards grants under the Equity Plan representing approximately 3.48% of the outstanding Common Shares, based on the 114,394,116 issued and outstanding Common Shares at February 28, 2021. Quarterhill does not currently have any other security based compensation arrangement.

If approval is obtained at the Meeting, Quarterhill will not be required to seek further approval of the grant of unallocated Awards under the Equity Plan until our 2024 annual shareholders’ meeting (provided that such meeting is held on or prior to April 14, 2024). If approval is not obtained at the Meeting, Common Shares which have not been allocated pursuant to granted Awards as of April 14, 2021 and Common Shares issuable pursuant to granted Awards outstanding as of April 14, 2021 that are subsequently cancelled, terminated or exercised will not be available for a new grant of Awards under the Equity Plan. Common Shares allocated pursuant to previously granted Awards will continue to be unaffected by the approval or disapproval of the Equity Plan Resolution.

Recommendation of the Board of Directors

Effective March 10, 2021, the Board approved all of the unallocated Awards issuable pursuant to the Equity Plan subject to approval by Quarterhill’s shareholders at the Meeting. Quarterhill has been advised that the directors and senior officers of Quarterhill and its subsidiaries intend to vote all Common Shares held by them in favour of the approval of the Equity Plan Resolution. In the absence of a contrary instruction, the persons designated by management of Quarterhill in the enclosed form of proxy intend to vote FOR the Equity Plan Resolution.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58101 ”) requires issuers to disclose the corporate governance practices that they have adopted. National Policy 58-201 – Corporate Governance Guidelines (“ NP 58-201 ”) provides guidance on governance practices. Quarterhill is also subject to Multilateral Instrument 52-110 – Audit Committees (“ MI 52-110 ”), which has been adopted in various Canadian provinces and territories and which prescribes certain requirements in relation to audit committees including Quarterhill’s Audit Committee.

In addition, the CBCA requires prescribed corporations, including Quarterhill, to disclose certain prescribed information (the “ CBCA Diversity Requirements ”) respecting diversity among their boards of directors and their senior management (i.e. for Quarterhill, the Chair and Vice-Chair of the Board, our President & Chief Executive Officer and Chief Financial Officer, each vice-president in charge of one of our principal business units, divisions or functions and each individual who performs a policy-making function for Quarterhill (collectively, “ Senior Management ”)).

The disclosure on corporate governance practices required by each of NI 58-101 and the CBCA Diversity Requirements is provided at Exhibit B to this Circular and the disclosure on audit committees required by MI 52-110 is provided in Quarterhill’s current Annual Information Form dated March 11, 2021 and filed on SEDAR at www.sedar.com.

PARTICULARS OF OTHER MATTERS

Management knows of no other matters to come before the Meeting other than the matters referred to in the Notice of Meeting, however, if any other matters which are not now known to management should properly come before the Meeting, the Proxy will be voted upon such matters in accordance with the best judgment of the person voting the Proxy.

SHAREHOLDER PROPOSALS

Any person entitled to vote at the 2022 annual meeting of Quarterhill’s shareholders, who desires to raise a matter at such meeting, must comply with the applicable provisions of the CBCA and may submit a proposal to Quarterhill no later than December 18, 2021 outlining the matter as specified in section 137 of the CBCA.

ADDITIONAL INFORMATION

Additional information concerning Quarterhill may be found on SEDAR at www.sedar.com. Financial information is provided in Quarterhill’s comparative financial statements and management’s discussion and analysis (“ MD&A ”) for our most recently completed financial year.

Information (including copies of financial statements and MD&A) can be obtained free of charge by making a request of Quarterhill’s Investor Relations Department at (613) 6884330 or at [email protected].

DIRECTORS’ APPROVAL

The undersigned hereby certifies that the directors of Quarterhill have approved the contents and the sending of this Circular.

DATED: March 10, 2021

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Prashant Watchmaker Senior Vice-President, General Counsel & Corporate Secretary

Exhibit A Equity Plan Resolution

WHEREAS the Board of Directors (the “ Board ”) of Quarterhill Inc. (“ Quarterhill ”) adopted the Quarterhill Inc. 2018 Equity Incentive Plan on March 12, 2018 which was approved by Quarterhill’s shareholders on April 18, 2018 and amended by the Board on March 10, 2021 (as so amended, the “ Equity Plan ”), which Equity Plan does not have a fixed maximum number of common shares issuable;

AND WHEREAS the rules of Toronto Stock Exchange provide that all unallocated options, rights or other entitlements under a security based compensation arrangement which does not have a fixed number of maximum securities issuable, be approved every 3 years;

BE IT RESOLVED THAT:

all unallocated options, rights or other entitlements under the Equity Plan be and are hereby approved;
Quarterhill have the ability to continue granting options, rights or other entitlements under the Equity Plan until April 14, 2024, which is the date that is 3 years from the date of the shareholder meeting at which shareholder approval is being sought; and
any Quarterhill director or officer be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director and officer may, in their discretion, determine to be necessary in order to give full effect to the intent and purpose of this resolution.

Exhibit B Statement of Corporate Governance Practices

1. Board of Directors
(a) Disclose the identity of directors who are independent.	During the year ended December 31, 2020, Roxanne Anderson, Michel Fattouche, John Gillberry, Ron Laurie, Paul McCarten and Richard Shorkey were “independent” directors (as that term is defined in Multilateral Instrument 52-110 – “Audit Committees” of the Canadian Securities Administrators).
(b) Disclose the identity of directors who are not independent, and describe the basis for that determination.	James D. Skippen is not “independent” because he was Quarterhill’s Executive Chair until August 16, 2018 Paul Hill, who was appointed to the Board on May 20, 2020, was not an “independent” director because he has been Quarterhill’s President & Chief Executive Officer since June 1,2020.
(c) Disclose whether or not a majority of directors are independent.	The Board is currently comprised of 7 members, 5 of whom are “independent” directors.
(d) If a director is presently a director of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the director and the other issuer.	Other than John Gillberry, none of the members of the Board are currently directors of any other reporting issuer (or the equivalent). Mr. Gillberry is a director of Lendified Holdings Inc., a reporting issuer in the Provinces of British Columbia,Alberta and Ontario.
(e) Disclose whether or not the independent directors hold regularly scheduled meetings at which non- independent directors and members of management are not in attendance. If the independent directors hold such meetings, disclose the number of meetings held since the beginning of the issuer’s most recently completed financial year.	“Independent” directors hold regularly scheduled meetings as part of quarterly Board meetings at which non-independent directors and members of management are not in attendance and may also call such meetings at any time in their discretionA. The members of the Board have held 6 such meetings since January 1, 2020. The Audit Committee also has discussions with the auditors without management present. “Independent” directors have unfettered access to information regarding Quarterhill’s activities and have the ability to engage outside advisors and the power to meet independentlyof management.
(f) Disclose whether or not the chair of the board is an independent director. If the board has a chair or lead director who is an independent director, disclose the identity of the independent chair or lead director, and describe their role and responsibilities.	Mr. Gillberry was appointed Chairperson of the Board effective April 1, 2019 and is an “independent” member of the Board. Mr. Gillberry ensures that the Board operates independently of management and that directors have a contact in a leadership role who is “independent”.
(g) Disclose the attendance record of each director for all board meetings held since the beginning of the issuer’s most recently completed financial year.	Please refer to the attendance record for each member of the Board disclosed in their respective personal information contained at pages 10 to 16 of Quarterhill’s accompanying Management Information Circular (the “Circular”). Mr. Ron Laurie was also a member of the Board until March 10, 2021 and attended each meeting of the Board held in 2020 and 2021 until that date.

A Although Mr. Skippen has generally attended such meetings, the Board considers Mr. Skippen to be actually independent of Quarterhill’s management and believes these meetings enabled open and candid discussion among Quarterhill’s “independent” directors.

2. Board Mandate
Disclose the text of the board’s written mandate.	The text of the Board’s written mandate is set out in Exhibit Cto the accompanyingCircular.
3. Position Descriptions
(a) Disclose whether or not the board has developed written position descriptions for the chair and the chair of each board committee.	The Board has developed written position descriptions for the Chairperson of the Board and for the chairs of each Committee.
(b) Disclose whether or not the board and CEO have developed a written position description for the CEO.	The Board has developed a written position description for the Chief Executive Officer.
4. Orientation and Continuing Education
(a) Briefly describe what measures the board takes to orient new directors regarding (i) the role of the board, its committees and its directors, and (ii) the nature and operation of the issuer’s business	Quarterhill has an onboarding process for new Board members to address orientation matters. Following the election of any new director, Quarterhill provides that director with copies of its charter documents, all of its most recent public disclosures, internal policies and hosts the new director at its next quarterly business update meeting to learn the fundamentals of our business. In addition, all members of the Board are encouraged to meet members of Quarterhill’s and its subsidiaries senior management teams and to attend our quarterly business update meetings to remain up-to- date on Quarterhill’s business.
(b) Briefly describe what measures, if any, the board takes to provide continuing education for its directors. If the board does not provide continuing education, describe how the board ensures that its directors maintain the skill and knowledge necessary to meet their obligations as directors	Most regularly scheduled Board meetings include educational components relating to the fundamentals of our business taught by Quarterhill executives and our Corporate Secretary provides regular updates to the Board on corporate governance developments. Information on seminars and conferences is also passed along to directors but attendance at such events is not mandatory. The cost of attendance at seminars and conferences ispaid byQuarterhill.
5. Ethical Business Conduct
(a) Disclose whether or not the board has adopted a written code for the directors, officers and employees. If the board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the board monitors compliance with its code, or if the board does not monitor compliance, explain whether and how the board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuer’s most recently completed financial year that pertains to any conduct of a director or executive officer that constitutes a departure from the code.	The Board has adopted a written Code of Business Conduct and Ethics (the “Code”), with respect to which: (i) a copy of the Code is available on our website at www.Quarterhill.com and at www.sedar.com; (ii) the Code provides for a reporting mechanism to the Board and (iii) there has been no material change report filed that pertains to any conduct of a director or an executive officer that constitutes a departure from the Code
(b) Describe any steps the board takes to ensure directors exercise independent	The Code requires that directors be free of conflicting interests when theyrepresent Quarterhill in business

judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.	dealings or are making recommendations which could influence our subsequent actions. Directors and officers must also bring any potential or actual conflict of interest situation to the attention of the Chairperson of the Board for discussion,review and written approval if required.
(c) Describe any other steps the board takes to encourage and promote a culture of ethical business conduct.	The Board believes that the Code together with Quarterhill’s Corporate Disclosure and Confidentiality Policy, Insider Trading Policy and Whistleblower Protection Policy on Financial Matters are sufficient to encourage and promote a culture of ethical business conduct within Quarterhill.
6. Nomination of Directors
(a) Describe the process by which the board identifies new candidates for board nomination. (b) Disclose whether or not the board has a nominating committee composed entirely of independent directors. (c) If the board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee.	The Nominating Committee, in consultation with the Chairperson and the Chief Executive Officer, is responsible for identifying qualified director candidates pursuant to the Nominating Committee Charter, a copy of which can be accessed at www.Quarterhill.com. The Nominating Committee is currently composed of Messrs. Gillberry and McCarten, each of whom is an “independent” director. The Nominating Committee Charter sets out the responsibilities, powers and operation of the NominatingCommittee.
7. Compensation
(a) Describe the process by which the board determines the compensation for the issuer’s directors and officers	Please refer to the “Compensation Discussion and Analysis” and “Statement of Executive Compensation” sections in the accompanyingManagement ProxyCircular.
(b) Disclose whether or not the board has a compensation committee composed entirelyof independent directors.	The Compensation Committee is currently composed of Messrs. Fattouche, Gillberry and McCarten, each of whom is an “independent” director.
(c) If the board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee.	The Charter of the Compensation Committee can be accessed atwww.Quarterhill.com and sets out the responsibilities, powers and operation of the Compensation Committee.
8. Other Board Committees
If the board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.	The only other standing committee of the Board is the Governance Committee whose mandate is generally to take a leadership role in shaping corporate governance for Quarterhill by overseeing and assessing the functioning of the Board and its committees and developing, implementing and assessing effective corporategovernanceprocesses andpractices.
9. Assessments
Disclose whether or not the board, its committees and individual directors are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for the assessments. If assessments are not regularly conducted, describe how the board satisfies itself that the board, its committees, and its individual directors are performing effectively.	The Nominating Committee has the ongoing responsibility of assessing the effectiveness of the Board as a whole, the committees of the Board and the contribution of individual directors. Evaluation criteria include such factors as the attendance record of individual Board members and the effectiveness of their participation at Board meetings. The Nominating Committee has implemented an annual anonymous survey relating to the effectiveness of the Board and its members to be completed by all Board members, the results of which are compiled by the Chair of the NominatingCommittee and shared with and

	discussed by the Nominating Committee and the Board as a whole.
10. Director Term Limits
Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.	Quarterhill has not adopted term limits or other mechanisms of board renewal. The Board does not believe it should limit the number of terms for which an individual may serve on the Board. Directors who have served on the Board for a longer period of time are better able to provide valuable insight into Quarterhill’s operations and future based on their experience with, and understanding of, our business, history, objectives, industry and challenges. The Board believes that imposing arbitrary term limits on directors would implicitly devalue continuity among Board members and risk excluding experienced Board members. The Board believes that a balance must be struck between ensuring fresh ideas and points of view on the Board, while retaining the insight, experience and other benefits of continuity provided by longer serving directors. On at least an annual basis, the Board and the Nominating Committee each considers the participation and value of each Board member and makes recommendations to adjust Board membershipwhen appropriate.
11. Policies Regarding the Representation of Designated Groups on the Board
(a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women, Aboriginal peoples, persons with disabilities, members of visible minorities (collectively, the “Designated Groups”) as directors. If the issuer has not adopted such a policy, disclose why it has not done so.	Quarterhill is committed to diversity and inclusion at all levels in the workplace including on the Board. This includes a commitment to ensuring there are no systemic barriers or biases in our policies, procedures and practices. We believe that supporting a diverse workplace is a business imperative to attract and retain the brightest and most talented individuals. The Board has adopted a written policy (the “Board Diversity Policy”) relating to the identification and nomination of members of Designated Groups.
(b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions; (ii) the measures taken to ensure that the policy has been effectively implemented; (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy; and (iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy.	(i) The Board Diversity Policy: (1) recognizes that Quarterhill is committed to a merit-based system for Board composition within a diverse and inclusive culture which is free of conscious and unconscious bias and discrimination; (2) requires, in considering potential new candidates for the Board, with an intent to increasing Board diversity, the Nominating Committee to consider candidates respective merits based on a balance of background, skills, experience and knowledge and also to take into account considerations such as gender, age, aboriginal status, disabilities, visible minority status and other important personal aspects; (3) requires any search firm engaged to identify new candidates for the Board, to be specifically directed to include diverse candidates; and (4) requires the Nominating Committee, in its annual review of the size and composition of the Board, to identify imbalances or gaps, as well as opportunities that may be associated with further diversification and to work towards endorsing a balanced representation in terms of director tenure and age,and fosteringof

	diversity in terms of positions of leadership and nomination of new Board members. (ii) We believe we currently comply with the provisions of the Board Diversity Policy. As positions open on the Board, Quarterhill will fill those positions in accordance with the provisions of the Board Diversity Policy. (iii) We believe we currently comply with the objectives of the Board Diversity Policy. (iv) The Nominating Committee undertakes an annual review of the Board Diversity Policy and its implementation together with its annual review of the Board and reports its conclusions to the Board as a whole. As positions open on the Board, Quarterhill will fill those positions in accordance with the provisions of the Board DiversityPolicy.
12. Consideration of the Representation of Designated Groups in the Director Identification and Selection Process
Disclose whether and, if so, how the board or nominating committee considers the level of representation of Designated Groups on the board in identifying and nominating candidates for election or re- election to the Board. If the issuer does not consider the level of representation of Designated Groups on the board in identifying and nominating candidates for election or re-election to the board, disclose the issuer’s reasons for not doing so.	Pursuant to the Board Diversity Policy, the Nominating Committee, in its annual review of the size and composition of the Board, is required to identify imbalances or gaps, as well as opportunities that may be associated with further diversification and to work towards endorsing a balanced representation in terms of director tenure and age, and fostering of diversity in terms of positions of leadership and nomination of new Board members.
13. Consideration Given to the Representation of Designated Groups in Executive Officer / Senior Management Appointments
Disclose whether and, if so, how the issuer considers the level of representation of Designated Groups in executive officer / senior management positions when making executive officer / senior management appointments. If the issuer does not consider the level of representation of Designated Groups in executive officer / senior management positions when making executive officer / senior management appointments, disclose the issuer’s reason for not doing so.	As noted, Quarterhill is committed to diversity and inclusion at all levels in the workplace and we believe that supporting a diverse workplace is a business imperative to attract and retain the brightest and most talented individuals. We have adopted a general diversity policy relating to the hiring of all employees including executive officers / Senior Management (the “General Diversity Policy”) that contains similar requirements to the Board Diversity Policy. Pursuant to the General Diversity Policy, we promote and support principles of diversity and inclusivity in all decisions regarding recruitment, hiring, promotion, compensation, employee development (such as training) and all other terms and conditions of employment.
14. Issuer’s Targets Regarding the Representation of Designated Groups on the Board and in Executive Officer / Senior Management Positions
(a) For the purposes of this Item, a “target” means a number or a percentage, or a range of numbers or percentages, adopted by the issuer of Designated Groups on the issuer’s board or in	(b) The Board has set a target going forward that at least 25.0% of the members of the Board will be women. Otherwise, Quarterhill has not generally adopted a target regardingeachgroupthat ispart of the definition of

executive officer / senior management positions of the issuer by a specific date. (b) Disclose whether the issuer has adopted a target regarding each group that is part of the definition of Designated Groups on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so. (c) Disclose whether the issuer has adopted a target regarding each group that is part of the definition of Designated Groups in executive officer / senior management positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so. (d) If the issuer has adopted a target referred to in either (b) or (c), disclose (i) the target and (ii) the annual and cumulative progress of the issuer in achievingthe target.	Designated Groups on the Board due to the small size of the Board and the need to consider a balance of relevant criteria in each individual appointment. The Board has, however, implemented the Board Diversity Policy, expects future Board vacancies to be filled based on the terms of that policy. (c) Quarterhill has not adopted a target regarding each group that is part of the definition of Designated Groups in executive officer / Senior Management positions due to the small size of that group of persons (currently 6 such persons) and the need to consider a balance of relevant criteria in each individual appointment. Quarterhill has, however, implemented the General Diversity Policy and expects future executive officer vacancies to be filled based on the terms of that policy. (d) The Board has set a target going forward that at least 25.0% of the members of the Board will be women; if all of the current nominees are elected to the Board at the Meeting, then 25.0% of the Board members will be women.
15. Number of Members of Designated Groups on the Board and in Executive Officer / Senior Management Positions
(a) Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are members of each group that is part of the definition of Designated Groups. (b) Disclose the number and proportion (in percentage terms) of executive officers / senior management of the issuer, including all major subsidiaries of the issuer, who are members of each group that is part of the definition of Designated Groups.	(a) Of the eight nominees for election to the Board at the Meeting: (i) two nominees are women and, if those nominees are elected to the Board at the Meeting, then 25.0% of the Board members will be women; and (ii) one nominee, is a person with a disability and, if that nominee is re-elected to the Board at the Meeting, then 12.5% of the Board members will be a person with a disability. No other group that is part of the definition of Designated Groups is currently represented on the Board. (b) Of Quarterhill’s and its major subsidiaries’ 9 executive officers / Senior Management at March 10, 2021: (i) one such person (representing approximately 11.1% of all such executive officers / Senior Management) is a woman; and (ii) three such persons (representing approximately 33.3% of all such executive officers / Senior Management) are persons who are members of visible minorities. No other group that is part of the definition of Designated Groups is currently represented in Quarterhill’s and its major subsidiaries’ executive officers / Senior Management.

executive officer / senior management
positions of the issuer by a specific date.
(b) Disclose whether the issuer has
adopted a target regarding each group
that is part of the definition of Designated
Groups on the issuer’s board. If the issuer
has not adopted a target, disclose why it
has not done so.
(c) Disclose whether the issuer has
adopted a target regarding each group
that is part of the definition of Designated
Groups in executive officer / senior
management positions of the issuer. If the
issuer has not adopted a target, disclose
why it has not done so.
(d) If the issuer has adopted a target
referred to in either (b) or (c), disclose (i)
the target and (ii) the annual and
cumulative progress of the issuer in
achievingthe target.

Designated Groups on the Board due to the small size of
the Board and the need to consider a balance of relevant
criteria in each individual appointment. The Board has,
however, implemented the Board Diversity Policy,
expects future Board vacancies to be filled based on the
terms of that policy.
(c) Quarterhill has not adopted a target regarding each
group that is part of the definition of Designated Groups
in executive officer / Senior Management positions due
to the small size of that group of persons (currently 6
such persons) and the need to consider a balance of
relevant
criteria
in
each
individual
appointment.
Quarterhill has, however, implemented the General
Diversity Policy and expects future executive officer
vacancies to be filled based on the terms of that policy.
(d) The Board has set a target going forward that at least
25.0% of the members of the Board will be women; if all
of the current nominees are elected to the Board at the
Meeting, then 25.0% of the Board members will be
women.

15. Number of Members of Designated Groups on the Board and in Executive Officer / Senior Management
Positions

(a) Disclose the number and proportion (in
percentage terms) of directors on the
issuer’s board who are members of each
group that is part of the definition of
Designated Groups.
(b) Disclose the number and proportion (in
percentage terms) of executive officers /
senior
management
of
the
issuer,
including all major subsidiaries of the
issuer, who are members of each group
that is part of the definition of Designated
Groups.

(a) Of the eight nominees for election to the Board at the
Meeting: (i) two nominees are women and, if those
nominees are elected to the Board at the Meeting, then
25.0% of the Board members will be women; and (ii) one
nominee, is a person with a disability and, if that nominee
is re-elected to the Board at the Meeting, then 12.5% of
the Board members will be a person with a disability. No
other group that is part of the definition of Designated
Groups is currently represented on the Board.
(b) Of Quarterhill’s and its major subsidiaries’ 9 executive
officers / Senior Management at March 10, 2021: (i) one
such person (representing approximately 11.1% of all
such executive officers / Senior Management) is a
woman; and (ii) three such persons (representing
approximately 33.3% of all such executive officers /
Senior Management) are persons who are members of
visible minorities. No other group that is part of the
definition of Designated Groups is currently represented
in Quarterhill’s and its major subsidiaries’ executive
officers / Senior Management.

Exhibit C Mandate of the Board of Directors of Quarterhill Inc.

QUARTERHILL INC.

BOARD OF DIRECTORS MANDATE

Appointment and Composition

Directors of Quarterhill Inc. (“ Quarterhill ”) are elected annually by shareholders and, together with those appointed to fill vacancies or appointed as additional directors throughout the year, collectively constitute the Quarterhill Board of Directors (the “ Board ”). The Board will subsequently elect a Chairperson of the Board (the “ Chairperson ”) who is not an executive officer of Quarterhill or any of its subsidiaries (collectively, the “ QH Group ”) or each of a Chairperson who is an executive officer of any QH Group member and a lead director who is not an executive officer of any QH Group member. The Board may also elect a Vice-Chairperson of the Board who is not an executive officer of Quarterhill or any of its subsidiaries.

The composition of the Board, including the qualification of its members, shall comply with the applicable requirements of the Canada Business Corporations Act , the Toronto Stock Exchange and applicable securities regulatory authorities, as adopted or in force or amended from time to time. At least 25% of the directors must be “resident Canadian” as defined by the Canada Business Corporations Act and at least a majority of members of the Board should qualify as “independent” directors in accordance with the rules of applicable securities regulators (collectively, the “ Independence Rules ” and references herein to “independent” shall have the meaning given in the applicable Independence Rules).

Accountability and Mandate

The Board has the statutory power and obligation to supervise the management of Quarterhill. The Board’s relationship with Quarterhill is guided by a fiduciary principle that requires each director to act honestly and in good faith with a view to Quarterhill’s best interests. In exercising their powers and discharging their duties, every director must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Board’s primary role is one of stewardship. The Board oversees the operations of Quarterhill and supervises its management, which is responsible for the day-to-day conduct of its business. The Board establishes Quarterhill’s policies, monitors its strategic direction and evaluates, on an ongoing basis, whether resources are being managed in a manner consistent with the enhancement of shareholder value, ethical considerations and corporate social responsibility.

In fulfilling all its roles, the Board and its individual members conduct themselves in compliance with Quarterhill’s Code of Business Conduct and Ethics (the “ Code ”) and Quarterhill’s Corporate Disclosure and Confidentiality Policy (the “ Disclosure Policy ”) including, without limitation, the confidentiality provisions of each of the Code and the Disclosure Policy, and Board members may not use any information received from Quarterhill for any personal or otherwise inappropriate purposes.

The Board also discharges its responsibilities through standing committees which currently include the following committees: Audit; Compensation; Governance; and Nominating. The charter of each standing committee prescribes its duties and responsibilities and is reviewed periodically by the Board.

In carrying out its responsibilities, the Board focuses on the following specific matters:

(a) ensuring the protection and advancement of shareholder value;
(b) setting Quarterhill’s moral and ethical norms and satisfying itself, to the extent feasible, as to the integrity of Quarterhill’s Chief Executive Officer (the “ CEO ”) and other executive officers and that the CEO and other executive officers create a culture of integrity throughout Quarterhill;
(c) reviewing and assessing the adequacy of Quarterhill’s strategic corporate policies including its Insider Trading Policy, the Disclosure Policy, the Code and other relevant policies associated with ensuring an effective system of corporate governance (collectively, the “ Policies ”), including making any amendments to any Policy;
(d) monitoring compliance with each Policy, authorizing and overseeing the investigation of any alleged breach of any Policy by any employee of any QH Group company or any member of the Board and granting any waivers with respect to any such breach if and to the extent appropriate;
(e) reviewing all related party transactions involving Board members or QH Group employees, discussing the business rationales for any such transactions and determining whether appropriate disclosures have been made by any such Board members or employees to the Board as a whole;
(f) receiving reports from legal counsel evidencing any material violation of applicable laws by Quarterhill or any breaches of fiduciary duties;
(g) establishing procedures for effective Board meetings and otherwise ensuring that processes, procedures and structures are in place to ensure that the Board functions independently of Quarterhill management and without any conflicts of interest;
(h) appointing the members of each of the Board’s standing committees including the chairperson of each such standing committee;
(i) approving the compensation for individual directors, with input from the Compensation Committee;
(j) adopting a strategic planning process and approving, on an annual basis, a strategic plan which takes into account the opportunities and risks of Quarterhill’s business;
(k) identifying the principal risks of Quarterhill’s business, ensuring the implementation of appropriate systems to monitor and manage those risks and monitoring and reviewing Quarterhill’s risk exposures and the steps management has taken to monitor and control such exposures;

(l) succession planning for Quarterhill and the Board including annually reviewing Quarterhill’s management’s development and succession plans including recruitment, training and evaluation matters contained therein;
(m) approving the compensation of each of Quarterhill’s senior executives with input from the Compensation Committee and approving any major changes to QH Group compensation programs and any significant restructuring of any QH Group members;
(n) approving the corporate communications policy in line with the Disclosure Policy and overseeing its effective implementation, with primary emphasis on communication with shareholders;
(o) approving annual and interim financial results, MD&A, management proxy circulars and their publication pursuant to the recommendations of the Audit Committee;
(p) overseeing internal control and management information systems;
(q) setting up measures for receiving feedback from shareholders;
(r) overseeing all matters relating to Quarterhill’s legal, regulatory and financial integrity; and
(s) adopting, pursuant to the recommendation of the Governance Committee, a system of corporate governance policies and practices, including reviewing and approving Quarterhill’s annual corporate governance disclosure as contained in Quarterhill’s annual management proxy circular.

Individual Directors

The Board seeks directors from diverse professional and personal backgrounds with both a broad spectrum of experience and expertise and a reputation for business acumen and integrity. Potential new directors are assessed on their individual qualifications as well as skill, age and experience in the context of the needs of the Board. Individual directors are also expected to:

prepare for each Board and committee meeting and maintain an excellent Board and committee meeting attendance record;
participate fully and frankly in Board deliberations and discussions and demonstrate a willingness to listen to others’ opinions and consider them;
think, speak and act independently and be willing to raise tough questions in a manner that encourages open discussion;
focus inquiries on issues related to strategy, policy and results rather than day-to-day issues of corporate management;
participate on committees and become knowledgeable about the duties, purpose and goals of each committee;

become knowledgeable about Quarterhill’s business and the industries in which it operates, including the regulatory, legislative, business, social and political environments;
participate in director orientation and development programs;
become acquainted with senior managers;
visit Quarterhill offices when appropriate; and
annually review this Mandate and any other documents used by the Board in fulfilling its responsibilities.

Measures for Receiving Shareholder Feedback

Quarterhill has developed the Disclosure Policy to facilitate consistent disclosure practices aimed at informative, timely and broad dissemination of material information to the market in compliance with applicable securities laws and the applicable rules and policies of the Toronto Stock Exchange. The Disclosure Committee established under the Disclosure Policy is responsible for overseeing and monitoring communications with, and responses to inquiries from, both institutional and individual investors and the financial community consistent with the Disclosure Policy’s objectives.

Quarterhill’s spokespersons as appointed by the Disclosure Committee from time to time are available to shareholders by telephone, fax and e-mail and Quarterhill maintains extensive material of interest to shareholders and investors on Quarterhill’s web site at www.Quarterhill.com.

General

The Board shall review and assess the adequacy of this Mandate annually. Nothing in this Mandate is intended, or is to be construed, to impose on any member of the Board a standard of care or diligence that is in any way more onerous or extensive than the standard required by law.

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AI assistant

Quarterhill Inc. — AGM Information 2021

44504_rns_2021-03-19_2ccd449f-8098-4357-b230-7344cba84c2f.pdf

QUARTERHILL INC. NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

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

QUARTERHILL INC.

MANAGEMENT INFORMATION CIRCULAR MARCH 10, 2021

A summary of the information shareholders will need to attend the Meeting online is provided below.

The Meeting

The Proxy

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

Revoking Your Proxy

Voting Your Proxy

Interest of Certain Persons in Matters to be Acted Upon

Advice to Non-Registered Holders of Common Shares

If you received these materials from Computershare

You should follow the instructions on the request for voting instructions and contact Kingsdale at 1-877-659-1822 or collect call from outside North America at 1-416-867-2272 or by Email at [email protected] if you require assistance.

If you received these materials from your Intermediary

A. Request for Voting Instructions.

B. Form of Proxy.

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

FOLLOW THE INSTRUCTIONS ON THE PROXY DOCUMENT WHICH YOU RECEIVED AND CONTACT YOUR INTERMEDIARY PROMPTLY IF YOU NEED ASSISTANCE.

United States Non-Registered Holders

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

How to Attend and Participate at the Meeting

recommend that you log in at least ONE HOUR prior to the start time of the Meeting.

OR

• Click “Guest” and then complete the online form.

Possible Difficulties in Accessing the Meeting

PRESENTATION OF FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

ELECTION OF DIRECTORS

The Nominees

ROXANNE ANDERSON, Ottawa ON, Canada

DR. MICHEL TEWFIK FATTOUCHE, Calgary AB, Canada

JOHN KENDALL GILLBERRY, Chesley ON, Canada

Public Board Interlocks : None

Director since : June 2010 Age : 76 Independent

W. PAUL MCCARTEN, Toronto ON, Canada

Attendance at Board Meetings :

Options Held on February 28, 2021 :

Director since : April 2007 Age : 74 Independent

Attendance at Board Meetings :

Options Held on February 28, 2021:

JAMES DOUGLAS SKIPPEN, Ottawa ON, Canada

Not Independent

Options Held on February 28, 2021 :

ANNA TOSTO, Ottawa ON, Canada

Board Skills and Experience

STATEMENT OF EXECUTIVE COMPENSATION

Compensation Committee

Compensation Consultant

Managing Compensation-Related Risk

Hedging Prohibition

Compensation Risk Assessment and Mitigation

Named Executive Officers

Compensation Discussion & Analysis

Target Compensation and Base Salary

Short-term Incentive

Long-term Incentive

Executive Clawback Policy

Minimum Equity Ownership Requirement

Performance Graph

Summary Compensation Table

Notes:

Incentive Plan Awards

Notes:

Incentive Plan Awards – Value Vested or Earned During the Year

Notes:

Termination and Change of Control Benefits

Payments on Termination

Director Compensation

Notes:

Minimum Common Share Ownership Requirement

Directors’ Outstanding Share-Based Awards and Option Based Awards

Incentive Plan Awards – Value Vested or Earned During the Year

Notes:

Security-Based Compensation Arrangements

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Quarterhill Inc. AGM Information 2021