Mr. Rusty Lewis reports

QUARTERHILL TO HOST VIRTUAL ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS ON MAY 12, 2025

Quarterhill Inc. has provided the details of its coming annual and special meeting of shareholders to be held virtually on Monday, May 12, 2025, at 10 a.m. Eastern Time.

At the meeting, registered shareholders and duly appointed proxyholders will have an opportunity to participate, ask questions and vote in real time provided they comply with the applicable procedures set out in Quarterhill's management information circular dated April 1, 2025.

Six nominees stand for election to the board of directors

Four current directors -- Rusty Lewis, Chuck Myers, Pasquale T. (Pat) Deon and Robin Saunders -- are standing for election to the board of directors, along with two new nominees -- Asha Daniere and Stephen A. Smith. Full details regarding all nominees can be found in the circular.

Ms. Daniere and Mr. Smith are seasoned business executives with significant public company board experience. Ms. Daniere brings extensive governance and operational leadership experience to the board. As principal of Asha P. Daniere Professional Corp., she provides strategic and legal counsel to media, entertainment and technology clients. Ms. Daniere currently serves on the boards of Mega Uranium Inc. (Toronto Stock Exchange) and Thunderbird Entertainment Inc. (TSX Venture Exchange). Her executive experience includes serving as executive vice-president, legal and business affairs, at Blue Ant Media Inc. (2012 to 2020), along with prior management roles in both public and private companies. Ms. Daniere began her career as an associate at White & Case LLP in New York. She holds a bachelor of arts from the University of Toronto and a juris doctor from Tulane Law School and is admitted to the bar in both Ontario and New York.

Mr. Smith brings strong accounting and governance expertise to the board. He currently serves as a director of Organigram Holdings (TSX and Nasdaq Stock Market) and Flow Beverage Corp. (TSX) and as chair of the board of CanPR Technology Ltd. (TSX-V). His board leadership extends to previous directorships that include Freshii Inc. (TSX), Newstrike Brands (TSX-V) and CST Brands Ltd. (New York Stock Exchange). Mr. Smith's extensive executive career includes roles as co-chief executive officer and chief financial officer of Cara Operations Ltd. (now Recipe Unlimited) and executive vice-president and chief financial officer of Loblaw Companies Ltd., where he demonstrated leadership in financial oversight, risk management and strategic planning for major public companies. Mr. Smith began his career with PricewaterhouseCoopers and holds a bachelor of commerce from the University of Toronto and a CPA/chartered accountant designation from the Ontario Institute of Chartered Accountants.

"We believe Asha and Stephen will be valuable additions to our board of directors," said Mr. Lewis, chair of the board at Quarterhill. "Their complementary expertise -- Asha's legal and governance background paired with Stephen's financial acumen -- brings valuable perspective as we seek to capitalize on our organic and non-organic growth opportunities. Both nominees have impressive track records guiding public companies through periods of strategic growth, and their addition reflects our commitment to building a board with diverse skills and experiences to drive long-term shareholder value."

To vote ahead of the virtual meeting

Quarterhill is using notice and access to deliver proxy-related materials, including Quarterhill's notice of meeting, circular and related materials, to both registered and non-registered shareholders. Shareholders will receive a notice package containing information on how to vote and access the meeting materials.

The notice package is being mailed (or sent electronically) on or about April 11, 2025. If you have not received your copy of the notice package by April 26, 2025, please contact your broker if you are a non-registered shareholder or contact Computershare Investor Services Inc. if you are a registered shareholder. These materials outline in detail how to participate and vote at the meeting.

The meeting materials will be made available today at Quarterhill's profile on SEDAR+ and under governance documents in the investors section of the company's website.

As in prior years, shareholders have multiple options to cast their vote ahead of the meeting, which include on-line, through telephone or through mail. Details on using each method are included in the circular and the form of proxy (or voting instruction form). Shareholders who are planning to vote ahead of the meeting must submit their proxy voting instructions to Computershare no later than 10 a.m. Eastern Time on Thursday, May 8, 2025.

Attending the virtual meeting as a guest

All shareholders will be able to attend the meeting as guests during the live webcast. Please log in prior to the start time of the meeting on May 12, 2025, to ensure a proper connection.

To vote or ask questions at the virtual meeting

For registered shareholders and duly appointed proxyholders to vote and/or ask questions at the meeting, please follow the instructions set out in the company's circular.

All shareholders wishing to have a question addressed at the virtual meeting can avoid the registration requirements set out in the circular by submitting them to dave.mason@loderockadvisors.com in advance of the meeting. Quarterhill is committed to addressing all appropriate questions submitted by shareholders either live during the meeting or in advance, as timing and circumstances permit.

About Quarterhill Inc.

Quarterhill is a leading provider of tolling and enforcement solutions in the intelligent transportation system (ITS) industry. The company's goal is technology-driven global leadership in ITS through organic growth of its tolling and enforcement businesses and by continuing an acquisition-oriented investment strategy that capitalizes on attractive growth opportunities within ITS and its adjacent markets. Quarterhill is listed on the TSX under the symbol QTRH and on the OTCQX Best Market under the symbol QTRHF.

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