Quarterhill Inc. — Proxy Solicitation & Information Statement 2024

Apr 12, 2024

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QUARTERHILL INC.

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Security Class

Holder Account Number

Form of Proxy - Annual and Special Meeting to be held on May 13, 2024

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).

2. 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.

3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

4. 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.

5. 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.

6. 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.

7. 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.

8. This proxy should be read in conjunction with the accompanying documentation provided by Management.

Proxies submitted must be received by 10:00 a.m., Eastern Time, on May 9, 2024.

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

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To Vote Using the Telephone
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• Call the number listed BELOW from a touch tone telephone.

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To Vote Using the Internet
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To Virtually Attend the Meeting
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• Go to the following web site: • You can attend the meeting virtually by visiting the www.investorvote.com URL provided on the back of this document.

• Smartphone?

• 1-866-732-VOTE (8683) Toll Free Scan the QR code to vote now.

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

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Appointment of Proxyholder

I/We being holder(s) of securities of Quarterhill Inc. (the “Corporation”) hereby appoint: Chuck Myers, Chief Executive Officer and Director, or failing this person, Kyle Chriest, Chief Financial Officer (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.

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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 and Special Meeting of shareholders of the Corporation to be held online at https:// web.lumiagm.com/423648212 on May 13, 2024 at 10:00 a.m., Eastern Time, and at any adjournment or postponement thereof.

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

				For	Against	-------
1.Number of Directors						Fold
To fix the number of directors at six (6).
2.Election of Directors For Against	For		Against	For	Against
01. Roxanne Anderson 02. William (Bill) Morris			03. Rusty Lewis
04. Pamela Steer 05. Anna Tosto			06. Chuck Myers
				For	Withhold
3.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.
4.Amending the Equity Plan and Approving the Unallocated Awards				For	Against
To approve, adopt and ratify, with or without modification, the ordinary resolution to amend the Corporation’s 2018 Equity Incentive Plan (the
“Equity Plan”), as more particularly set forth in the management information circular dated April 4, 2024 (the "Circular"), and also to approve the
grant of unallocated awards under the Equity Plan.						-------
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5.Approval of Employee Share Purchase Plan				For	Against
To approve, adopt and ratify, with or without modification, the ordinary resolution, the full text of which is			set forth in the Circular, to authorize and
approve the Corporation's Employee Share Purchase Plan.
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.

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W I N Q

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