Quarterhill to Host Virtual Annual and Special Meeting of Shareholders on May 12, 2025

Rhea-AI Summary

Quarterhill Inc. (TSX: QTRH) (OTCQX: QTRHF) has announced its upcoming virtual Annual and Special Meeting of shareholders scheduled for May 12, 2025, at 10:00 a.m. Eastern time. The company has nominated six directors for election to the Board, including four current directors and two new nominees.

The nominees include current directors Rusty Lewis, Chuck Myers, Pasquale T. Deon Sr., and Robin Saunders, alongside new nominees Asha Daniere and Stephen A. Smith. Daniere brings legal and governance expertise from her media and entertainment background, while Smith contributes significant financial and accounting experience from his roles at major public companies.

Shareholders can vote online, via telephone, or mail before May 8, 2025, 10:00 a.m. Eastern time. The virtual meeting will be accessible at meetnow.global/MRFXRDH, where shareholders can participate, vote, and ask questions in real-time following procedures outlined in the Management Information Circular dated April 1, 2025.

Six nominees stand for election to the Board of Directors: Rusty Lewis, Chuck Myers,
Asha Daniere, Pasquale T. (Pat) Deon Sr., Robin Saunders and Stephen A. Smith

TORONTO, April 11, 2025 /PRNewswire/ - Quarterhill Inc. ("Quarterhill" or the "Company") (TSX: QTRH) (OTCQX: QTRHF), announces details of its upcoming Annual and Special Meeting of shareholders ("Meeting") to be held virtually on Monday, May 12, 2025, at 10:00 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 (the "Circular").

SIX NOMINEES STAND FOR ELECTION TO THE BOARD OF DIRECTORS
Four current directors - Rusty Lewis, Chuck Myers, Pasquale T. (Pat) Deon Sr. and Robin Saunders – are standing for election to the Board of Directors (the "Board"), 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 Corporation, she provides strategic and legal counsel to media, entertainment, and technology clients. Ms. Daniere currently serves on the boards of MEGA Uranium Inc. (TSX) and Thunderbird Entertainment Inc. (TSX-V). Her executive experience includes serving as Executive Vice President, Legal and Business Affairs at Blue Ant Media Inc. (2012-2020), 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, NASDAQ), 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. (NYSE). Mr. Smith's extensive executive career includes roles as Co-CEO and CFO of Cara Operations Limited (now Recipe Unlimited) and Executive Vice President, CFO of Loblaw Companies Limited, 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 Rusty 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 (collectively the "Meeting 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").

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. ("Computershare") 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+ at www.sedarplus.ca and under Governance Documents in the Investors Section of the Company's website at www.quarterhill.com.

As in prior years, shareholders have multiple options to cast their vote ahead of the Meeting, which include on-line, via telephone or via 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 10:00 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. To do so, login online at: https://meetnow.global/MRFXRDH. Please login 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 our 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
Quarterhill is a leading provider of tolling and enforcement solutions in the Intelligent Transportation System (ITS) industry. Our goal is technology-driven global leadership in ITS, via organic growth of our 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. For more information: www.quarterhill.com.

Forward-looking Information
This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Such forward-looking statements relate to future events, conditions or future financial performance of ‎ Quarterhill based on future economic conditions and courses of action. All statements other ‎ than statements of historical fact may be forward-looking statements. Such forward-looking statements ‎ are often, but not always, identified by the use of any words such as "seek", "anticipate", "budget", ‎‎ "plan", "goal", "expect" and similar expressions. This news release contains forward-looking statements relating to, among other matters, the Meeting date and matters to be approved thereat as well as Quarterhill's business strategy.

Forward-looking statements involve known and unknown risks, assumptions, ‎uncertainties and other factors that may cause actual results or events to differ materially from those ‎ anticipated in such forward-looking statements. Material risk factors that could cause actual results to differ materially from the forward-looking statements contained in this news release include, among others, demand for Quarterhill's products and services; general economic and market conditions; competition; risks relating to technological advances and cyber-security; force majeure risks; and other risks set forth in the Company's most recent annual information form available on SEDAR+ at www.sedarplus.ca. The Company believes the expectations reflected in ‎ the forward-looking statements are reasonable, but no assurance can be given that these expectations‎ will prove to be correct and such forward-looking statements included in this news release should not be ‎ unduly relied upon. ‎Material factors and assumptions used to develop the forward-looking statements contained in this news release include, among others: Quarterhill's ability to execute on its business plan; demand for Quarterhill's products and services; operating assumptions; and financial projections and cost estimates. Quarterhill has no intention, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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SOURCE Quarterhill Inc.

FAQ

When is Quarterhill's (QTRHF) Annual and Special Meeting in 2025?

Quarterhill's Annual and Special Meeting will be held virtually on Monday, May 12, 2025, at 10:00 a.m. Eastern time.

Who are the new board nominees for Quarterhill (QTRHF) in 2025?

The two new board nominees are Asha Daniere, a legal and media expert, and Stephen A. Smith, a financial executive with extensive public company experience.

What is the deadline for Quarterhill (QTRHF) shareholders to submit proxy votes for the 2025 meeting?

Shareholders must submit proxy voting instructions to Computershare by 10:00 a.m. Eastern time on Thursday, May 8, 2025.

How can shareholders participate in Quarterhill's (QTRHF) 2025 virtual annual meeting?

Shareholders can attend as guests through the live webcast at meetnow.global/MRFXRDH, while registered shareholders and appointed proxyholders can vote and ask questions in real-time.

How many directors are standing for election to Quarterhill's (QTRHF) board in 2025?

Six directors are standing for election, including four current directors (Rusty Lewis, Chuck Myers, Pasquale T. Deon Sr., and Robin Saunders) and two new nominees.