Quarterhill Inc. — Proxy Solicitation & Information Statement 2022

Mar 17, 2022

QUARTERHILL INC.

Security Class

Holder Account Number

Form of Proxy - Annual General and Special Meeting to be held on April 21, 2022

This Form of Proxy is solicited by and on behalf of Management.

Notes to proxy

• 1. Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).
• 1. If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.
• 1. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.
• 1. If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.
• 1. The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.
• 1. The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.
• 1. This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.
• 1. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 9:30 a.m., Eastern Time, on April 19, 2022.

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

• Call the number listed BELOW from a touch tone telephone.

1-866-732-VOTE (8683) Toll Free

• Go to the following web site: www.investorvote.com • Smartphone?

Scan the QR code to vote now.

• You can attend the meeting virtually by visiting the URL provided on the back of this document.

If you vote by telephone or the Internet, DO NOT mail back this proxy.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

CONTROL NUMBER

Appointment of Proxyholder

I/We being holder(s) of securities of Quarterhill Inc. (the "Corporation")
hereby appoint: John Gillberry, Board Chair, or failing this person, Prashant
Watchmaker, Senior Vice-President & General Counsel (the "Management
Nominees")

OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.

Note: If completing the appointment box above YOU MUST go to http://www.computershare.com/Quarterhill and provide Computershare with the name and email address of the person you are appointing. Computershare will use this information ONLY to provide the appointee with a user name to gain entry to the online meeting.

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Corporation to be held online at https://web.lumiagm.com/429372562 on April 21, 2022 at 9:30 a.m., Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

1. Election of Directors	For	Withhold		For	Withhold			For	Withhold	------- Fold
01. Roxanne Anderson			02. Michel Fattouche			03. John Kendall Gillberry
04. Bret Kidd			05. Rusty Lewis			06. James Douglas Skippen
07. Pamela Steer			08. Anna Tosto
								For	Withhold
2. Appointment of Auditors
To appoint Ernst & Young LLP as the auditors of the Corporation and to authorize the directors of the Corporation to fix the auditor's remuneration.
For Against 3. Equity Plan US Addendum Resolution
To approve, with or without variation, the Equity Plan US Addendum Resolution set out at Exhibit A to the Corporation's March 10, 2022 management proxy circular.
For Against 4. Amendment Special Resolution
To approve, with or without variation, the Amendment Special Resolution set out at Exhibit B to the Corporation's March 10, 2022 management proxy circular.										------- Fold
For Against Abstain
5. Shareholder Proposal (set out in Exhibit C of the Corporation's March 10, 2022 management proxy circular).
The Board of Directors and Management recommend that shareholders vote AGAINST the shareholder proposal.
Signature of Proxyholder				Signature(s)			Date
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.
Interim Financial Statements - Mark this box if you would Annual Financial Statements - Mark this box if you would like to receive Interim Financial Statements and NOT like to receive the Annual Financial Statements and accompanying Management's Discussion and Analysis by accompanying Management's Discussion and Analysis by mail. mail.

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.