Quarterhill Inc. ($QTRH)

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Quarterhill Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you'll be deemed to consent to the recording, transfer and use of same. If you disclose personal information of another person in today's meeting, you'll be deemed to represent and warrant to Computershare and the corporation you first obtained or required consent from the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Rusty Lewis, Chair of the Board of Quarterhill. Rusty, the floor is yours.

Good morning, and thank you, everyone, for joining us for the virtual Annual General and Special Meeting of Shareholders of Quarterhill Inc. My name is Rusty Lewis, and I am the Chairman of the Board of Directors of Quarterhill Inc., and I will act as the chairperson for this meeting. Let me take this opportunity to welcome those present to this Annual General and Special Meeting of the Shareholders of Quarterhill, including our CEO, Chuck Myers, and our Vice President of Finance, Ryan and members of our Board. In terms of our agenda today, we will deal first with the formal business of our meeting as described in the proxy materials that were sent to shareholders. Following the formal part of our meeting, we will consider responding to any questions raised. Amanda Bogala of DLA Piper Canada LLP, will act as Secretary of the meeting; and Louise Waltenbury of Computershare Investor Services, Inc. will act as scrutineer of the meeting referred to herein as the scrutineer. I shall now request the secretary to table proof of delivery of the notice of availability of proxy materials, instrument of proxy and accompanying documents to the registered shareholders of the company.

Confirmed.

Proof of such delivery has been cabled and I direct a copy of the affidavit of mailing to be kept by the Secretary with the minutes of this meeting. The bylaws of the company provide that a quorum of shareholders is present if at least 2 persons are present who are or who represent by proxy, shareholders entitled to vote at the meeting who hold -- in the aggregate, at least 25% of the votes attached to the outstanding voting shares entitled to be voted at the meeting. Management of the company has received proxies from 449 shareholders, holding a total of approximately 32.6% of the outstanding voting shares of the company. The scrutineer has confirmed there is a quorum of shareholders present at the meeting. I direct that the final scrutineers' report be kept by the Secretary with the minutes of this meeting. I declare that the meeting is regularly called and properly constituted for the transaction of business. Before we consider the business of the meeting, I would like to outline the voting procedures. We will conduct each vote by way of vote cast through the virtual meeting platform and those submitted by proxy. If you have voted your shares by proxy prior to the start of the meeting, your vote has already been received by the scrutineer. We will now open the polls and at any time during the meeting, registered shareholders who have not submitted a proxy and wish to vote their shares or who wish to change their vote may do so by clicking on the voting button on the screen. The first item of business is the presentation of the audited consolidated financial statements of the company for the year ended December 31, 2025. Together with the auditor's report thereon. The financial statements and the auditor's report have been filed on SEDAR and are available on the virtual meeting platform's dashboard. I move to dispense with the reading of the financial statements and the auditor's report.

I so move.

I second the motion. Motion carries.

The next item of business is fixing the size of the Board of Directors to be elected at the meeting. The Management Information Circular referred to as the circular and the instrument of proxy contemplate fixing the number of directors for the ensuing year 1. May I please have a motion to fix the size of the Board and the number of directors to be elected at this meeting at 7.

I so move.

I second the motion.

We will now proceed with the election of directors. 7 directors will be elected to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed. Ryan, may I ask you to read the nominations, please?

I nominate Ashley Daniere; Pat Dion, Berlin East, Rusty Lewis, Chuck Myers, Robin Saunders and Stephen Smith as Directors of the company to hold office for the ensuing year.

I second the motion.

No other nominees have been received in accordance with the company's bylaws, and therefore, I declare the nominations for directors closed. The next item of business is the appointment of the auditor of the company. The circular and instrument of proxy contemplate the appointment of Ernst & Young Canada LLP as auditor of the company. May I have a motion regarding the appointment of Ernst & Young Canada LLP as auditor of the company until the next Annual General Meeting of Shareholders -- and could this motion provide that the auditor's remuneration be fixed by the Board of Directors.

I so move.

I second the motion.

The next item of business is the approval of the equity plan resolution in the form set out in Exhibit C to the management information circular of the company dated April 16, and 2026, the circular, approving an amendment to the company's 2018 equity incentive plan, the equity plan, -- the purpose of the amendment is to increase the maximum number of common shares subject to adjustment in accordance with the equity plan that may be issued for all purposes pursuant to the equity plan. Together with all other security-based compensation arrangements as defined by the TSX from 12% to 14% of the total common shares of the company issued and outstanding from time to time, calculated on a nondiluted basis. To be effective, the equity plan resolution must be approved by a simple majority of the shareholder votes cast at this meeting in person or by proxy. For all of the reasons stated in the circular, the Board has recommended that the shareholders vote for the approval of the equity plan resolution. In the event that the equity plan resolution is not approved by shareholders at the meeting, then the amendment proposed therein will not come into force and Quarterhill will be able to continue granting awards under the equity plan unamended until May 13, 2027, when approval of unallocated entitlements under the equity plan will expire. May I have a motion that the equity plan resolution in the form set out in Exhibit C of the circular be approved and adopted.

I so move.

I second the motion.

If a shareholder or proxy holder has not yet voted, please do so now. As a reminder, if you have previously voted by proxy, you are not required to vote online. I have been advised by the scrutineer that the preliminary vote report shows that all resolutions have passed and that those nominated as directors of the company have been duly elected as the directors of Quarterhill Inc. Accordingly, I declare the motions carried and the nominees for the Board of Directors elected. I direct the scrutineer's report on voting to be next to the meeting -- the minutes of the meeting. This completes the formal business to be conducted at the meeting. I will call for a motion to terminate the meeting.

I move the meeting be terminated.

I second the motion.

I declare that the formal portion of the meeting is now terminated. This concludes the meeting.

This concludes the meeting. You may now disconnect.