Exhibit 4.6


 








 


AcuityAds Holdings Inc.


 


Notice of Annual Meeting of Shareholders


 


And


 


Management Information Circular


 


May 13, 2021


 



    


     


    










Table
of Contents


 


	MANAGEMENT INFORMATION
    CIRCULAR	1
	 	 
	Meeting Procedures	2
	 	 
	Voting Procedures	3
	 	 
	VOTING SECURITIES AND PRINCIPAL
    SHAREHOLDERS	7
	 	 
	INTEREST OF CERTAIN PERSONS
    IN MATTERS TO BE ACTED UPON	7
	 	 
	PARTICULARS OF ANNUAL MATTERS
    TO BE ACTED UPON	7
	 	 
	Financial Statements	7
	 	 
	Appointment of Auditor	7
	 	 
	Election of Directors	8
	 	 
	COMPENSATION DISCUSSION AND
    ANALYSIS	17
	 	 
	PERFORMANCE GRAPH	19
	 	 
	COMPENSATION GOVERNANCE	20
	 	 
	SUMMARY COMPENSATION TABLE	21
	 	 
	INCENTIVE PLAN AWARDS FOR NAMED
    EXECUTIVE OFFICERS	22
	 	 
	Outstanding Share-Based Awards and Option-Based Awards	22
	 	 
	Value Vested or Earned During the Year	23
	 	 
	PENSION PLAN BENEFITS	23
	 	 
	DEFERRED COMPENSATION PLANS	23
	 	 
	TERMINATION AND CHANGE OF CONTROL
    BENEFITS	23
	 	 
	DIRECTOR COMPENSATION	25
	 	 
	Compensation Philosophy and Objectives	25
	 	 
	Director Compensation Table	25
	 	 
	Incentive Plan Awards for Directors	26
	 	 
	SECURITIES AUTHORIZED FOR ISSUANCE
    UNDER EQUITY COMPENSATION PLANS	28
	 	 
	Description of the Omnibus Incentive Plan	28
	 	 
	Description of the Option Plan	30
	 	 
	Description of the DSU Plan	32
	 	 
	STATEMENT OF CORPORATE GOVERNANCE
    PRACTICES	34
	 	 
	Board of Directors	34
	 	 
	Directorships	35
	 	 
	Board Mandate	35
	 	 
	Position Descriptions	36



 






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Table
of Contents


(continued)


 


	 	Page
	Orientation and Continuing Education	36 
	 	 
	Ethical Business Conduct	36
	 	 
	Nomination of Directors	37
	 	 
	Compensation	37
	 	 
	Assessments	37
	 	 
	Director Term Limits and Other Mechanisms of Board Renewal	37
	 	 
	Policies Regarding Representation of Designated Groups on the Board	38
	 	 
	Consideration of the Representation of Designated Groups in the Director Identification and Selection Process	38
	 	 
	Consideration of the Representation of Designated Groups in Executive Officer Appointments	39
	 	 
	Issuer’s Targets Regarding the Representation of Designated Groups on the Board and in Executive Officer Positions	39
	 	 
	Number of Members of Designated Groups on the Board and in Executive Officer Positions	39
	 	 
	Audit Committee	40
	 	 
	Compensation and Corporate Governance Committee	40
	 	 
	Other Committees	 40
	 	 
	Other Governance Policies	41
	 	 
	OTHER INFORMATION	42
	 	 
	Indebtedness of Directors and Executive Officers	42
	 	 
	Interest of Informed Persons in Material Transactions	43
	 	 
	SHAREHOLDER PROPOSALS	44
	 	 
	ADDITIONAL INFORMATION	44
	 	 
	DIRECTORS’ APPROVAL	44
	 	 
	SCHEDULE A - BOARD MANDATE	A-1



 






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MANAGEMENT
INFORMATION CIRCULAR


 


This management information circular (the “Circular”)
is furnished in connection with the solicitation by management of AcuityAds Holdings Inc. (“AcuityAds” or the “Corporation”)
of proxies to be used at the annual meeting (the “Meeting”) of the holders (“Shareholders”) of
common shares in the capital of the Corporation (“Common Shares”) referred to in the accompanying Notice of Annual
Meeting of Shareholders (the “Notice”) to be held on June 16, 2021, at the time and through the virtual meeting
portal as set forth in the Notice.


 


In light of ongoing public health concerns and
restrictions with respect to the COVID-19 pandemic and in order to protect the health and safety of our shareholders, employees and the
broader community, the Corporation will be hosting the Meeting virtually via live audio webcast. Shareholders will be able to listen,
participate and vote at the Meeting in real time through a web-based platform instead of attending the Meeting in person. For further
information on attending, participating and voting at the Meeting, please see “Meeting Procedures” and “Voting
Procedures” below beginning on pages 4 and 5, respectively.


 


This Circular describes the items to be voted
on at the Meeting as well as the voting process, and provides information about trustee and executive compensation, governance practices
and other relevant matters. The information in this Circular is presented as at May 13, 2021, unless indicated otherwise. The board
of directors of the Corporation (the “Board”) has by written resolution fixed May 7, 2021 as the record date
for the Meeting (the “Record Date”). All dollar amounts referenced herein, unless otherwise indicated, are expressed
in Canadian dollars.


 


In this document, “you” and
 “your” refer to the shareholders of Corporation. “AcuityAds” or the “Corporation”
means AcuityAds Holdings Inc. and its subsidiary entities on a consolidated basis and, in the case of references to matters undertaken
by a predecessor in interest to the Corporation or its subsidiary entities, includes each such predecessor in interest, unless the context
otherwise requires.


 


No person has been authorized to give any information
or to make any representation in connection with any other matters to be considered at the Meeting other than those contained in this
Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.


 


NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA


 


The Corporation is established under the laws
of Canada. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate
and securities laws in Canada. The proxy rules under the United States Securities Exchange Act of 1934, as amended, are not
applicable to the Corporation or this solicitation. Accordingly, this solicitation is not being effected in accordance with such U.S.
laws. Shareholders should be aware that the requirements applicable to the Corporation under Canadian laws may differ from requirements
under corporate and securities laws applicable to corporations in other jurisdictions.


 


The enforcement by investors of civil liabilities
under U.S. federal securities laws or the securities laws of other jurisdictions outside of Canada may be affected adversely by the fact
that the Corporation is formed under the laws of Canada and that certain directors and officers are not residents of the United States.
You may not be able to sue the Corporation or its directors or officers in a Canadian court for violations of U.S. or other foreign securities
laws. It may be difficult to compel the Corporation to subject itself to a judgment of a court outside of Canada.


 


NO SECURITIES REGULATORY AUTHORITY HAS PASSED
UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS AN OFFENCE.


 



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Meeting Procedures


 


When is the Record Date?


 


The Board of Directors has fixed the close of
business on May 7, 2021 as the record date for the Meeting. Only Shareholders of record at the close of business on the Record Date
will be entitled to notice of the Meeting or any adjournment or postponement thereof, and to vote at the Meeting. No Shareholder who
becomes a Shareholder of record after that time will be entitled to vote at the Meeting, or any adjournment or postponement thereof.


 


Who may attend the Meeting?


 


Anyone who holds Common Shares as of the Record
Date or has been appointed proxyholder by such a shareholder, is entitled to attend the Meeting.


 


Who may vote at the Meeting and what are we
voting on?


 


There are two types of shareholders who can vote
at the Meeting: “registered shareholders” and “non-registered shareholders”. Registered shareholders hold their
Common Shares in their own name, and this name appears on the share register maintained by the Corporation’s transfer agent. Non-registered
shareholders hold their Common Shares through an intermediary such as a bank, investment dealer, trust company or other financial institution.
Common Shares held by non-registered shareholders are registered in the name of the applicable intermediary on the share register maintained
by the Corporation’s transfer agent.


 


If you are a registered shareholder and hold
Common Shares as of the close of business on the Record Date, or have been appointed proxyholder by such a shareholder, you have the
right to cast one vote per Common Share on the business matters set out in the accompanying Notice and any other matters which properly
come before the Meeting.


 


If you are a non-registered shareholder, in order
to vote your beneficially owned Common Shares you must carefully follow the instructions provided by the financial intermediary that
manages your account. Without specific instructions, intermediaries are prohibited from voting for their clients. Therefore, non-registered
shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person
at the appropriate time. A non-registered shareholder cannot use a voting instruction form or form of proxy to vote Common Shares directly
at the Meeting. Non-registered shareholders must carefully follow the instructions provided by their financial intermediary if they wish
to vote their Common Shares at the Meeting. Voting instruction forms must be returned sufficiently in advance of the Meeting to have
those Common Shares voted. Please consult with your financial intermediary for further information.


 


How do I attend the Virtual Only Meeting?


 


Registered shareholders and duly appointed proxyholders
will be able to attend the Meeting, ask questions and vote, all in real time, online using the web link and password provided in the
accompanying Notice. Registered shareholders and duly appointed third party proxyholders can vote at the appropriate times during the
Meeting. Guests, including non-registered beneficial shareholders who have not duly appointed a third party proxyholder, can log in and
listen to the Meeting as set out below, but are not able to vote. It is important that you are connected to the internet at all times
during the Meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the
Meeting. You should allow ample time to check into the Meeting online and complete the related procedure.


 






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		·	Log
                                            in using the following link: https://virtual-meetings.tsxtrust.com/1131. We
                                            recommend that you log in at least one hour before the Meeting starts.









 


		·	If you have voting rights, click “I have a control number” and then enter your Control Number and Password “acuityads2021”
(case sensitive).



 


OR


 


		·	If you do not have voting rights, click “I am a Guest” and then complete the online form.



 


Registered
shareholders: The Control Number located on the form of proxy or in the email notification you received is your Control Number.


 


Duly
appointed proxyholders: TSX Trust Company (“TSX Trust”) will provide the proxyholder with a Control Number
by e-mail after the proxy Voting Deadline (as defined below) has passed and the proxyholder has been duly appointed AND registered
as described in “How do I appoint someone else to attend the Meeting and vote my Common Shares for me?” below.


 


United
States Beneficial Owners: To attend and vote at the virtual Meeting, you must first obtain a valid legal proxy from your intermediary
and then register in advance to attend the Meeting. Follow the instructions from your intermediary included with these proxy materials,
or contact your intermediary to request a legal proxy form. After first obtaining a valid legal proxy from your intermediary, to then
register to attend the Meeting, you must submit a copy of your legal proxy to TSX Trust. Requests for registration should be directed
to: TSX Trust Company, 301 – 100 Adelaide Street West Toronto, Ontario M5H 4H1 OR Email at: tsxtrustproxyvoting@tmx.com.


 


Requests
for registration must be labeled as “Legal Proxy” and be received no later than the Voting Deadline (as defined below). You
will receive a confirmation of your registration by email after TSX Trust receives your registration materials. You may attend the Meeting
and vote your shares at during the Meeting using the log in procedure described above. Please note that you are required to register
your appointment at https://tsxtrust.com/resource/en/75.


 


How many shareholders are needed to reach a
quorum?


 


A quorum is reached with at least two persons
present who hold, or represent by proxy, in the aggregate at least 10% of the issued and outstanding Common Shares as at the Record Date,
being the shares entitled to be voted at the Meeting.


 


How many shares are outstanding?


 


The authorized capital of AcuityAds consists of
an unlimited number of Common Shares and an unlimited number of preference shares. As at the Record Date, AcuityAds has 54,637,850 Common
Shares issued and outstanding and no preference shares issued and outstanding. Each Common Share entitles the holder thereof to one vote
on all matters to be acted upon at the Meeting. In accordance with the provisions of the Canada Business Corporations Act (the
 “CBCA”), the Corporation will arrange for the preparation of a list of holders of Common Shares as of the Record Date.


 


Voting Procedures


 


Am I a registered or non-registered shareholder?


 


You are a registered shareholder if you have a
share certificate in your name. You are a non-registered shareholder if your Common Shares are registered in the name of an intermediary
(such as a bank, trust company, trustee, investment dealer, clearing agency or other institution). If you hold your Common Shares through
a brokerage account, it is highly likely you are a non-registered shareholder.


 






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How can I vote if I am a registered shareholder?


 


		·	By casting your vote online in advance at www.voteproxyonline.com, alternatively you may return your completed proxy by mail or deliver
it in accordance with the instructions on your proxy;



 


		·	By attending the Meeting virtually and voting at the prompted times during the Meeting; or



 


		·	By appointing someone else as proxy to attend the Meeting virtually and vote your Common Shares for you, by following the instructions
provided on your proxy.



 


When voting other than at the Meeting, please
ensure you leave sufficient time for your proxy to be received by TSX Trust before 9:30 a.m. (Eastern Daylight Time) on Monday, June 14,
2021 (or a day other than a Saturday, Sunday or holiday which is at least 48 hours before any adjournment or postponement of the Meeting).


 


How may I vote if I am a non-registered shareholder?


 


The
majority of investment brokers and dealers now delegate responsibility for obtaining instructions from clients to Broadridge Financial
Solutions, Inc. (“Broadridge”). Broadridge typically asks non-registered shareholders to vote via the internet
at www.proxyvote.com, by telephone using the number listed on the voting instruction form, or by returning the proxy forms
to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the
voting of shares to be represented at the Meeting.


 


If you are a non-registered shareholder and you
receive your materials through an investment dealer or other intermediary, complete and return the forms entitling you to vote by following
the instructions in those forms. The materials are being sent to both registered and non-registered owners of Common Shares (including
non-objecting beneficial owners). If you are a non-registered owner, and the Corporation or its agent has sent these materials directly
to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities
regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation
(and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing
your proper voting instructions.


 


If you are a non-registered shareholder and wish
to vote at the Meeting, you MUST insert your own name in the space provided on the voting information form sent to you by your
intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder,
as described under “How do I appoint someone else to attend the Meeting and vote my Common Shares for me?” below. By
doing so, you are instruction you intermediary to appoint you as its proxyholder. It is important that you carefully follow the instructions
and comply with the signature and return requirements provided by your intermediary.


 


Non-registered shareholders should pay particular
attention to any deadline specified on the voting information form as this deadline may be different (and earlier) than the proxy Voting
Deadline for registered shareholders described below. TSX Trust must receive non-registered shareholders’ voting instructions from
Broadridge in advance of 9:30 a.m. (Eastern Daylight Time) on Monday, June 14, 2021 (or a day other than a Saturday, Sunday
or holiday which is at least 48 hours before any adjournment or postponement of the Meeting).


 






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Do not otherwise complete the request for voting
instructions sent to you as you will be voting at the Meeting. Note that non-registered shareholders cannot use a voting information form
provided by Broadridge to vote their Common Shares directly at the Meeting.





 


How do I appoint someone else to attend the
Meeting and vote my Common Shares for me?


 


Mr. Tal Hayek, the Chief Executive Officer
and a Director of the Corporation and Mr. Jonathan Pollack, the Chief Financial Officer of the Corporation have been named in the
proxy to represent shareholders at the Meeting. Note that Mr. Jonathan Pollack is not related to Mr. Sheldon Pollack, Chairman
of the Board.


 


Registered and non-registered shareholders who
wish to appoint a person (a “third party proxyholder”) other than the management nominees identified in the form of
proxy or voting instruction form as proxyholder (including themselves) to attend and participate at the Meeting as their proxyholder and
vote their Common Shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder
AND register that proxyholder, as described below. Registering your proxyholder is an additional step to be completed IN ADDITION
TO submitting your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder
not receiving a Control Number that is required to vote at the Meeting and only being able to attend as a guest.


 


		·	Step 1 – Submit your form of proxy or voting instruction form: To appoint a third party proxyholder, insert that person’s
name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting
such form of proxy or voting instruction form.



 


		·	Step
                                            2 – Register your proxyholder: To register a third party proxyholder, such third
                                            party proxyholder must contact TSX Trust at TMXEInvestorServices@tmx.com to request
                                            a control number to be represented or voted at the meeting by no later than 9:30 a.m. (Eastern
                                            Daylight Time) on June 14, 2021 (the “Voting Deadline”). It is the
                                            shareholder’s responsibility to advise their third party proxyholder to contact TSX
                                            Trust to request a Control number. Without a Control Number, proxyholders will not be able
                                            to vote at the Meeting but will be able to participate as a guest.



 


Is there a deadline for my proxy to be received?


 


Yes. Your proxy must be received by TSX Trust
Company, 301 – 100 Adelaide Street West Toronto, Ontario M5H 4H1 no later than 9:30 a.m. (Eastern Daylight Time) on Monday,
June 14, 2021. You may also vote by fax, by phone or over the internet by following the instructions on the form of proxy. If the
Meeting is adjourned or postponed, your proxy must be received 48 hours, excluding weekends and holidays, before the adjourned or postponed
meeting date.


 


Late proxies may be accepted or rejected by the
Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy. The Chair
of the Meeting may waive or extend the proxy cut- off without notice.


 


How will my Common Shares be voted if I return
a proxy?


 


Common Shares represented by a proxy will be voted
or withheld from voting, as the case may be, on any ballot that may be called for at the Meeting. A shareholder or intermediary may direct
the manner in which the Common Shares represented by the proxy are to be voted by marking the form of proxy accordingly. Where a choice
is specified, the Common Shares represented by the proxy will be voted or withheld from voting in accordance with the choice specified.
Where no choice is specified in the proxy with respect to a matter identified therein, the Common Shares represented will be voted in
favour of all the resolutions described herein and on any ballot that may be called for on that matter.


 






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What happens if there are amendments or variations
or other matters brought before the Meeting?


 


The form of proxy confers discretionary authority
upon the proxyholder in respect of amendments or variations to the matters identified in the accompanying Notice, and in respect of any
other matters that may properly come before the Meeting.


 


Your voting instructions provided by proxy give
discretionary authority to the person you appoint as proxyholder to vote as he or she sees fit on any amendment or variation to any of
the matters identified in the Notice and any other matters that may properly be brought before the Meeting, to the extent permitted by
law. As of the date hereof, neither the directors nor executive officers of the Corporation are aware of any variation, amendment or other
matter to be presented for a vote at the Meeting.


 


What if I change my mind?


 


If you are a registered shareholder and have voted
by proxy, you may revoke your proxy by delivering to TSX Trust a duly executed proxy with a later date by paper, or by delivering a form
of revocation of proxy. Any new voting instructions, however, will only take effect if received by TSX Trust Company, 301 – 100
Adelaide Street West Toronto, Ontario M5H 4H1 by 9:30 a.m. (Eastern Daylight Time) on Monday, June 14, 2021, or if the
Meeting is postponed or adjourned, no later than 48 hours, excluding weekends and holidays, before the date and time of the postponed
or adjourned meeting.


 


If you are a registered shareholder and have voted
by proxy, you may also revoke your proxy by an instrument in writing executed by a shareholder or by a shareholder’s attorney authorized
in writing (or, if the shareholder is a corporation, by a duly authorized officer or attorney) and deposited at the registered office
of the Corporation at Suite 1200, 70 University Avenue, Toronto, Ontario M5J 2M4 any time up to and including the last business day
preceding the day of the Meeting.


 


If you are a registered shareholder, you may also
revoke your proxy and vote at the Meeting, or any adjournment or postponement thereof, by delivering a form of revocation of proxy to
the Chairman of the Meeting at the Meeting before the vote, in respect of which the proxy is to be used, is taken. You may also revoke
your proxy in any other manner permitted by law.


 


If you are a non-registered shareholder, you may
revoke your proxy or voting instructions in accordance with the procedure set forth in your voting information form or by contacting the
individual who serves your account.


 


Who is soliciting my proxy?


 


Your proxy is being solicited on behalf of management
of AcuityAds for use at the Meeting to be held at the time and place and for the purposes set forth in the accompanying Notice and the
Corporation will pay for the cost of solicitation.


 


Mailing/Delivery of Meeting Materials


 


AcuityAds’ management will solicit proxies
either by mail to your latest address shown on the register of shareholders or by electronic mail to the e-mail address you provided.
Additionally, employees or agents may solicit proxies personally, by email, by telephone or other ways at a nominal cost to the Corporation.


 






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What if I have more questions?


 


If you have any questions about the information
contained in this Circular or need assistance in completing your proxy form, please contact AcuityAds by phone at 416-218-9888 or by mail
at the address shown on the Corporation’s SEDAR profile at www.sedar.com.


 


VOTING
SECURITIES AND PRINCIPAL SHAREHOLDERS


 


The authorized capital of AcuityAds consists of
an unlimited number of Common Shares and an unlimited number of preference shares. As at the Record Date, AcuityAds has 54,637,850 Common
Shares issued and outstanding and no preference shares issued and outstanding. Each Common Share entitles the holder thereof to one vote
on all matters to be acted upon at the Meeting.


 


To the knowledge of the directors and executive
officers of the Corporation, as of the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control
or direction over, voting securities of the Corporation carrying 10% or more of the voting rights attached to any class of voting securities
of the Corporation, except as set forth in the table below.


 


	Name of Shareholder	 	Number of Common Shares

 Held	 	 	Percentage of Common Shares 

Outstanding	 
	Fidelity Investment Canada ULC(1)	 	 	5,625,538	 	 	 	10.296	%



 





 






 Notes:




 


		(1)	Includes Common Shares held by affiliates. The Corporation does not directly have this information and
has relied on public filings provided by Fidelity Investment Canada ULC for the purposes of this disclosure.



 


INTEREST
OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON


 


No (a) director or executive officer of the
Corporation who has held such position at any time during the financial year ended December 31, 2020; (b) proposed nominee for
election as a director of the Corporation; or (c) associate or affiliate of any of the persons in (a) or (b) has any material
interest, direct or indirect, by way of beneficial ownership of securities the Corporation or otherwise, in any matter to be acted upon
at the Meeting, other than the election of directors or the appointment of auditors.


 


PARTICULARS
OF ANNUAL MATTERS TO BE ACTED UPON


 


Financial Statements


 


The Corporation’s audited annual financial
statements for the financial year ended December 31, 2020 and the report of the auditor thereon will be placed before shareholders
at the Meeting, but no vote thereon is required. These documents are available upon request and free of charge from the Corporation and
they can also be found under the Corporation’s profile on SEDAR at www.sedar.com.


 


Appointment of Auditor


 


The auditor of the Corporation is PricewaterhouseCoopers
LLP, Chartered Professional Accountants (“PwC”), PwC Tower, 18 York Street, Suite 2600, Toronto, Ontario M5J 0B2.
PwC was first appointed as auditor of the Corporation on August 18, 2015.


 






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The Board recommends that PwC be re-appointed
to serve as the Corporation’s auditor until the next annual meeting of shareholders, and that shareholders authorize the Board to
fix their remuneration. To be effective, the resolution appointing PwC as the auditor of the Corporation and to authorize the Board to
fix their remuneration must be approved by a majority of the votes (at least 50% plus one) cast by the shareholders who vote at the Meeting
or by proxy at the Meeting on such resolution. Unless authority is withheld, the persons named in the accompanying proxy intend to
vote FOR the appointment of PwC as the auditor of the Corporation until the next annual meeting of shareholders and to authorize the Board
to fix their remuneration.








 


Election of Directors


 


The Corporation’s articles of incorporation
provide that the Board consist of a minimum of three and a maximum of ten directors with the actual number to be determined from time
to time by the Board. The Board currently consists of seven directors and the term of office of each of the present directors expires
at the close of the Meeting. The Board has determined that, at the present time, there will be seven directors. All of the individuals
who have been nominated as directors are currently members of the Board and were elected at the Corporation’s 2020 annual shareholder
meeting, except for Elisabeth Donohue, who is being proposed for election for the first time. At the Meeting, the seven incumbent directors,
set out in the table below, will be proposed for election as directors of the Corporation (the “Nominees”). All Nominees
have established their eligibility and willingness to serve as directors. Each director elected will hold office until the close of the
next annual meeting of shareholders or until such person’s successor is elected or appointed.


 


Unless
authority is withheld, the persons named in the accompanying proxy intend to vote FOR the election of the Nominees. The Corporation’s
management does not contemplate that any of the Nominees will be unable to serve as a director, but if that should occur for any reason
prior to the Meeting, it is intended that discretionary authority will be exercised by the persons named in the accompanying proxy to
vote the proxy for the election of any other person or persons in place of any Nominee or Nominees unable to serve.


 


In
accordance with the requirements of the Toronto Stock Exchange (“TSX”), the Board has adopted a majority voting policy
(the “Majority Voting Policy”), which requires that in an uncontested election of directors, if any nominee receives
a greater number of votes “withheld” than votes “for”, the nominee will tender a resignation to
the chair of the Board promptly following the Meeting. The Compensation and Corporate Governance Committee (the “CCG Committee”)
will consider such offer and make a recommendation to the Board whether to accept it or not. The Board will promptly accept the resignation
unless it determines, in consultation with the CCG Committee, that there are exceptional circumstances that should delay the acceptance
of the resignation or justify rejecting it. The Board will make its decision within 90 days following the meeting of shareholders and
promptly announce it in a press release, and should the Board decline to accept the resignation, the press release will include the reasons
for its decision. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of
the Board or the CCG Committee at which the resignation is considered. A copy of the Corporation’s Majority Voting Policy is available
on the Corporation’s website at www.acuityads.com.


 


The Corporation’s director Nominees hold
an aggregate of 4,555,649 Common Shares representing approximately 8.34% of the Common Shares issued and outstanding as at the date of
this Circular. The following tables set forth the name, province or state of residence, position held with the Corporation, the date each
Nominee was elected to the Board, principal occupation, a brief biography, committee memberships, the number of Common Shares, Options,
DSUs and RSUs that are beneficially owned, directly or indirectly, or which control or direction is exercised, by each Nominee, and whether
the Nominee meets the share ownership requirements (in accordance with the Share Ownership Policy, as defined below) as at December 31,
2020.


 






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	TAL HAYEK	 	Non-Independent
	Residence:

Ontario, Canada	 	Biography:
	Position with the Corporation:

Co-Founder, Chief Executive Officer and Director

	 	Mr. Hayek has served as AcuityAds’ Chief Executive Officer
since October 2009. In 2004, he founded an ad-tech company, which provided a marketing platform focused on lead generation and customer
acquisition. This company was subsequently sold in 2006 to a public company. Mr. Hayek continued with the company for two years and
was a key contributor in helping the company’s revenue grow to $110 million in 2008.
	Director since:

October 9, 2009

	 	Committees:

                                None

	Principal Occupation:

    President and Chief Executive Officer of the Corporation	 	Public Board Memberships During Last Five Years:


	 	 	AcuityAds	(2009 – Present)


 


	NUMBER OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).
	Common

 Shares	 	Percentage

 of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of 

Common Shares, 

Options, DSUs

 and RSUs	 	 	Total Value of 

Common Shares, 

DSUs and RSUs based 

on a closing market 

price of $14.29 as at

 December 31, 2020.	 
	2,655,801	 	 	4.97	%	 	 	125,000	 	 	 	0	 	 	 	193,304	 	 	 	2,974,105	 	 	$	40,713,710	 



 


SHARE OWNERSHIP POLICY GUIDELINES 


Date by which the Share Ownership Policy
guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: Yes







 



    9


     


    





 


	SHELDON POLLACK	Independent
	Residence:	Biography:
	Ontario, Canada	
    Sheldon Pollack is the President of Ov2 Capital Inc., a private investment
    holding company. Mr. Pollack is a serial entrepreneur – starting his first venture at the age of 16 and co-founded OnX Enterprise
    Solutions at the age of 21. OnX grew to become one of North America’s largest IT services company with revenues of approximately
    $1 Billion. In 2017, OnX was acquired by Cincinnati Bell. Mr. Pollack went on to become co-founder and Chairman of OverActive Media
    Corp., a global e-sports organization and the owner of The Toronto Defiant, Toronto Ultra and The MAD Lions. OverActive Media Corp. was
    recently ranked by Forbes Magazine as one of the world’s most valuable esports organizations.

     

    Mr. Pollack remains an active private and public market investor
    in earlier stage technology companies. He currently serves as Chairman and Director of AcuityAds, Chairman of OverActive Media Corp. and
    is a member of the board of Ov2 Investments 1 and Exelerate Capital.

     

    Mr. Pollack serves on the board of Sunnybrook Hospital Foundation
    and in 2012, he founded AbilityGives.org, a charity dedicated to providing highly specialized equipment to children and young adults with
    special needs.

	Position with the Corporation:
	Chairman and Director
	Director since:
	January 9, 2013
	Principal Occupation:
	Chairman, OverActive Media

 Corp., President, Ov2 Capital Inc.,

Co-Founder of OnX and

Early Stage Investor
	 	Committees:
	 	Mr. Pollack is a member of the Audit Committee and a member of the Compensation and Corporate Governance Committee.
	 	

                                        

                                       Public Board Memberships During Last Five Years:

	 	Exelerate Capital Corp.

OV2 Investment 1 Inc.

AcuityAds	(2018 – Present)

(2016 – Present)

(2013 – Present)


 


	NUMBER
OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).
	Common Shares	 	 	Percentage of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of Common Shares, Options, DSUs and RSUs	 	 	Total Value of Common 

Shares, DSUs and RSUs

 based on a closing market price of $14.29 as at December 31, 2020.	 
	1,759,482	 	 	 	3.29	%	 	 	130,000	 	 	 	103,543	 	 	 	0	 	 	 	1,993,025	 	 	$	26,622,627	 







 


SHARE OWNERSHIP POLICY GUIDELINES


Date by which the Share Ownership Policy guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: Yes






 






    10 


     


    

 





	ROGER DENT	Independent
	Residence:	Biography:
	Ontario, Canada	Mr. Dent has served as the Chief Executive Officer and a director of Quinsam Capital Corporation since December 2013 and is a director of Omni-Lite Industries Canada, Inc., VitalHub Corp., Deveron UAS Corp., and California Nanotechnologies Corp. from 2003 to 2011, he held various positions, including portfolio manager, with Matrix Fund Management Inc., where he managed the Matrix Strategic Small Cap Fund and the Matrix Small Companies Fund.  He was formerly Vice-Chairman of one of Canada’s largest independent investment dealers and was Managing Director and Deputy Manager of Research at CIBC World Markets. He holds a Master of Business Administration from Harvard Business School and a Bachelor of Commerce from Queen’s University.
	Position with the Corporation:
	Director
	Director since:
	July 16, 2014
	Principal Occupation:	Committees:
	Chief Executive Officer of

Quinsam Capital Corporation	Mr. Dent is a member of the Audit Committee and the Chair of the Compensation and Corporate Governance Committee.
	 	Public Board Memberships During Last Five Years:
	 	Omni-Lite Industries Canada, Inc.

VitalHub Corp.

Deveron UAS Corp.

California Nanotechnologies Corp.

AcuityAds

Quinsam Capital Corporation	(2016 – Present)

(2015 – Present)

(2015 – Present)

(2014 – Present)

(2014 – Present)

(2013 – Present)


 


	NUMBER OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).	 
	Common Shares	 	 	Percentage of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of Common Shares, Options, DSUs and RSUs	 	 	Total Value of Common Shares, DSUs and RSUs based on a closing market price of $14.29 as at December 31, 2020.	 
	70,000	 	 	 	0.130	%	 	 	70,000	 	 	 	103,543	 	 	 	0	 	 	 	243,549	 	 	$	2,479,929	 







 


SHARE OWNERSHIP POLICY GUIDELINES


Date by which the Share Ownership Policy guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: Yes






 






    11 


     


    

 


	IGAL MAYER	Independent
	Residence:	Biography:
	Ontario, Canada	Mr. Mayer has over 30 years of experience in the financial services industry. He is the Chief Executive Officer of Kanetix Ltd. since September 2018 and previously was the Co-Chairman and Chief Executive Officer of RDA Insurance Inc. since January 2014. Prior to that, Mr. Mayer held various positions at Aviva plc and Aviva Canada Inc. for over 23 years, including Executive Director, Chief Executive Officer of Aviva Europe, Chief Executive Officer of Aviva North America, Chief Executive Officer of Aviva UKGI and Chief Executive Officer of Aviva Canada.  Mr. Mayer previously served as the Chief Financial Officer at Canadian General Insurance Group, where he led the successful sale of the company.  Mr. Mayer is a Certified Public Accountant and Chartered Accountant with the Canadian Institute of Chartered Accountants and holds a Bachelor of Arts in Economics and Commerce from the University of Toronto.
	Position with the Corporation:
	Director
	Director since:
	July 16, 2014
	Principal Occupation:	Committees:
	Chief Executive Officer of

Kanetix Ltd.	Mr. Mayer is the Chair of the Audit Committee and a member of the Compensation and Corporate Governance Committee.
	 	Public Board Memberships During Last Five Years:
	 	AcuityAds	(2014 – Present)


 


	NUMBER OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).	 
	Common Shares	 	 	Percentage of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of Common Shares, Options, DSUs and RSUs	 	 	Total Value of Common Shares, DSUs and RSUs based on a closing market price of $14.29 as at December 31, 2020.	 
	51,666	 	 	 	0.10	%	 	 	70,000	 	 	 	103,543	 	 	 	0	 	 	 	225,210	 	 	$	2,217,951	 







 


SHARE OWNERSHIP POLICY GUIDELINES


Date by which the Share Ownership Policy guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: Yes






 






    12 


     


    

 


	YISHAY WAXMAN	Independent
	Residence:	Biography:
	Ontario, Canada	Mr. Waxman is an entrepreneur, investor and start-up advisor and has been co-founder and president of Platterz Inc. and president of YW Consulting, a marketing and advertising consulting company, since June 2005.  He has worked in the mobile industry for over 18 years, selling platforms and solutions to more than 350 operators worldwide.  Most recently, he was the co-founder of Jumptap, Inc., which was acquired in November 2013 by Millennial Media.  He holds a Master of Business Administration from Heriot-Watt University (Israel) and a Honours Bachelor of Arts from McMaster University.
	Position with the Corporation:
	Director
	Director since:
	July 16, 2014
	Principal Occupation:	Committees:
	Co-founder and President of

Platterz Inc.	Mr. Waxman is a member of the Audit Committee and a member of the Compensation and Corporate Governance Committee.
	 	Public Board Memberships During Last Five Years:
	 	AcuityAds	(2014 – Present)


 


	NUMBER OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).	 
	Common Shares	 	 	Percentage of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of Common Shares, Options, DSUs and RSUs	 	 	Total Value of Common Shares, DSUs and RSUs based on a closing market price of $14.29 as at December 31, 2020.	 
	18,700	 	 	 	0.04	%	 	 	30,000	 	 	 	92,758	 	 	 	0	 	 	 	141,458	 	 	$	1,592,735	 







 


SHARE OWNERSHIP POLICY GUIDELINES


Date by which the Share Ownership Policy guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: Yes






 






    13 


     


    

 


	COREY FERENGUL	Independent
	Residence:	Biography:
	Illinois, U.S.A.	Mr. Ferengul is an experienced technology executive and investor. Most recently (from September 2017 to October 2018) he served as Executive Chairman and CEO of Magnetic, a leader in AI powered digital advertising, which was sold to Deloitte Digital. He is also a Board Member and active investor for Hyde Park Angels, a leading Midwest angel investment group. Additionally, he serves on Boards of Directors for Provi, dScout and Packback as well as advisory boards for several other companies. Mr. Ferengul was CEO of Undertone, a New York based ad-tech company from 2013 until its sale in 2015. Previously he spent six years as an executive of Rovi Corporation (now Tivo) as Executive VP of Product responsible for corporate and product strategy, engineering, & global marketing.  Earlier in his career he held many roles in large and small organizations such as Platinum Technology (acquired by CA) and Meta Group (acquired by Gartner Group).
	Position with the Corporation:
	Director
	Director since:
	May 28, 2019
	Principal Occupation:	Committees:
	Investor with Hyde Park Angels	Mr. Ferengul is a member of the Audit Committee and a member of the Compensation and Corporate Governance Committee.
	 	 
	 	Public Board Memberships During Last Five Years:
	 	AcuityAds	(2019 – Present)


 


	NUMBER OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).
	Common Shares	 	Percentage of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of Common Shares, Options, DSUs and RSUs	 	 	Total Value of Common Shares, DSUs and RSUs based on a closing market price of $14.29 as at December 31, 2020.
	Nil	 	 	Nil	 	 	 	67,000	 	 	 	0	 	 	 	0	 	 	 	67,000	 	 	Nil







 


SHARE OWNERSHIP POLICY GUIDELINES  


Date by which the Share Ownership Policy guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: No






 






    14 


     


    

 


	ELISABETH DONOHUE	Independent
	Residence:	Biography:
	New York, U.S.A.	Ms. Donohue is an experienced public board director and chief executive officer with extensive expertise in global consumer marketing. Most recently, Ms. Donohue served as CEO of Publicis Spine, a data and technology start-up of Publicis Groupe, and Chief Integration Officer of Publicis Groupe. From 2016 to 2017, she was the Global Brand President at Starcom Worldwide, also a division of Publicis Groupe, and prior to that, she served as CEO of Starcom USA, a division of Starcom Worldwide, from 2009 to 2016. She has significant expertise in marketing and communications, data and analytics and strategic planning. She presently serves on the board of directors of NRG Energy, Inc. as well as two not-for-profit boards, She Runs It and Milton Academy. Ms. Donohue holds a Bachelor of Arts in Organizational Behavior and Management and Business Economics from Brown University.
	Position with the Corporation:
	Proposed New Director
	Director since:
	N/A
	Principal Occupation:	Committees:
	Independent Board Member	None.
	 	Public Board Memberships During Last Five Years:
	 	NRG Energy, Inc.

Synacor Inc.	(2020 – Present)

(2017 – 2021)


 


	NUMBER OF SECURITIES BENEFICIALLY OWNED, CONTROLLED OR DIRECTED (as at December 31, 2020).
	Common Shares	 	Percentage of
 Common Shares	 	 	Options	 	 	DSUs	 	 	RSUs	 	 	Total Number of Common Shares, Options, DSUs and RSUs	 	Total Value of Common Shares, DSUs and RSUs based on a closing market price of $14.29 as at December 31, 2020.
	Nil	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	 	Nil	 	 	Nil	 	Nil







 


SHARE OWNERSHIP POLICY GUIDELINES  


Date by which the Share Ownership Policy guidelines are to be met: May 10, 2024Have Share Ownership Policy guidelines been met: No



 






    15 


     


    

 






Corporate Cease Trade Orders, Bankruptcies,
Penalties or Sanctions


 


To the knowledge of the Corporation, no proposed
director of the Corporation is, as at the date hereof, or has been, within the ten years before the date hereof, a director, chief executive
officer or chief financial officer of any company (including AcuityAds) that:


 


		(a)	was subject to a cease trade or similar order, or an order that denied the relevant company access to
any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days and that was issued while
the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or



 


		(b)	was subject to a cease trade or similar order, or an order that denied the relevant company access to
any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days and that was issued after
the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that
occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.



 


To the knowledge of the Corporation, no proposed
director of the Corporation:


 


		(c)	is, as at the date hereof, or has been within the ten years before the date hereof, a director or executive
officer of any company (including AcuityAds) that, while that person was acting in that capacity, or within a year of that person ceasing
to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to
or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold
its assets; or



 


		(d)	has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation
relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or
had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.



 


To the knowledge of the Corporation, other than
as set forth below, no proposed director of the Corporation has been subject to:


 


		(e)	any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory
authority or has entered into a settlement agreement with a securities regulatory authority; or



 


		(f)	any other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable shareholder in deciding whether to vote for a proposed director.



 


Pursuant to the terms of a settlement agreement
dated December 17, 2001 between Mr. Roger Dent and the Ontario Securities Commission, Mr. Dent received a reprimand and
agreed to pay a penalty of $50,000 plus $10,000 in costs to the Ontario Securities Commission in connection with certain trades in which
he was involved while in a conflict of interest position as a result of being an officer and director of Yorkton Securities Inc.


 






    16


     


    

 


COMPENSATION
DISCUSSION AND ANALYSIS


 


The “named executive officers” (as
such term is defined in Form 51-102F6 – Statement of Executive Compensation) of the Corporation during its financial
year ended December 31, 2020 were:


 


		•	Tal Hayek, Co-Founder and Chief Executive Officer;



 


		•	Jonathan Pollack, Chief Financial Officer;



 


		•	Rachel Kapcan, Co-Founder and Vice-President of Client Operations;



 


		•	Joe Ontman, Co-Founder and Chief Business Development Officer; and



 


		•	Oren Hisherik, Chief Information and Technology Officer (collectively, the “NEOs”).



 


The objectives of AcuityAds’ executive compensation
policy are to attract and retain individuals of high caliber to serve as officers of AcuityAds, to motivate their performance in order
to achieve AcuityAds’ strategic objectives, to establish a compensation framework which is industry competitive and to align the
interests of executive officers with the long-term interests of shareholders. AcuityAds endeavours to recognize and reward individual
performance, as well as to place executive compensation within the range of compensation levels in the industry in which it operates,
taking into account the size and scope of its operations.


 


The Corporation’s compensation program for
the NEOs and its other executive officers is comprised of both fixed compensation (i.e., annual base salaries) and performance-based variable
incentive compensation. The allocation of total compensation is intended to reflect both the performance of the Corporation as well as
the Board’s discretionary assessment of an executive officer’s past contributions and ability to contribute to future and
long-term business results, following receipt of a recommendation regarding the same from the CCG Committee.


 


The objective in setting the base salary for each
executive officer (including each NEO) is to recognize market rates of pay for comparable positions in the industry and to acknowledge
the competencies and skills of each of the individuals. The base salary paid to each executive officer (including each NEO) of the Corporation
is reviewed annually by the CCG Committee and approved by the Board as part of its annual review.


 


In respect of fiscal 2020, the annual review by
the CCG Committee led to an increase of base salaries for each of the NEOs as of January 1, 2020 as a result of the increased size
of the business and in accordance with market rates for comparable positions. However, due to the impact of COVID-19, salaries for all
executive officers were reduced by 20% effective April 1, 2020 until May 15, 2020. Executive officers did not receive back-pay
for any amounts during the period in which salaries were reduced as a result of the COVID-19 pandemic.


 


In addition to fixed annual base salaries, each
NEO is also eligible for an annual bonus consisting of: (i) a formulaic bonus set to a specified amount of each his or her annual
base salary payable if the Corporation achieves 100% or more of its budgeted Adjusted EBITDA; and (ii) a discretionary bonus separate
from the formulaic bonus described above in (i) awarded at the Board’s discretion based on various qualitative and quantitative
factors (collectively, the “NEO Bonuses”). Such factors include, but are not limited to: the Corporation’s overall
performance as compared to its budget (i.e. year-over-year revenue growth); the Corporation’s performance relative to the market
in which it operates; transactions and financings completed by the Corporation during the year and the NEO’s individual contributions
towards those transactions; and the Corporation’s cash-flow position. Each NEO is eligible to receive a maximum aggregate bonus
of two times his or her base salary.


 






    17


     


    

 


In 2020, since the Corporation exceeded its budgeted
Annual EBITDA target, the formulaic component of the bonus for each of Mr. Hayek, Ms. Kapcan Mr. Ontman and Mr. Jonathan
Pollack resulted in a bonus equal to 100% of that person’s annual base salary. In the case of Mr. Hisherik, he achieved his
formulaic bonus of 30% of his annual base salary as a result of the Corporation meeting each of the following: (i) 40% of Mr. Hisherik’s
bonus was payable upon the Corporation achieving 100% of its budgeted Adjusted EBITDA; (ii) 40% of Mr. Hisherik’s bonus
was payable upon the Corporation achieving 100% of its budgeted revenue; and (iii) 20% of Mr. Hisherik’s bonus was payable
upon the Corporation achieving objectives set by the management for each fiscal quarter.


 


In addition to the formulaic bonuses earned, each
NEO also received a discretionary bonus based on their individual achievements and due to the strength of the Corporation’s financial
performance during the challenging economic environment resulting from the ongoing COVID-19 pandemic.


 


In prior years, bonuses were generally paid through
the grant of equity compensation, typically in the form of deferred share units (“DSUs”) or restricted share units
(“RSUs”). For the year-ended December 31, 2020, the Corporation awarded bonuses in the form of RSUs, issuing an
aggregate of 847,475 RSUs to NEOs. Mr. Hisherik received a portion of his bonus in the form of cash in the amount of $61,603. The
Corporation recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as
well as align the compensation level of each executive to that executive’s level of responsibility, and, accordingly expects that
NEOs will remain eligible for bonuses in fiscal 2021, including equity-based awards issued pursuant to the Corporation’s Omnibus
Incentive Plan (as defined below).


 


In addition to each NEOs’ eligibility to
receive a bonus, AcuityAds’ other executive officers are also entitled to receive a bonus pursuant to the terms of their respective
employment agreements, which the Corporation may choose to pay in cash, DSUs, performance share units (“PSUs”) and/or
RSUs.


 


In considering whether to award discretionary
bonuses to executive officers, the Board considers the risks associated with the additional compensation, such as the state of the financial
markets, the ability of the Corporation to raise money in such markets, and the need for the Corporation to preserve its capital from
time to time in such markets, compared to the needs of the Corporation to retain and reward experience and qualified individuals to advance
the Corporation’s objectives. In addition to the foregoing risk assessment conducted by the Board, the CCG Committee considers the
implications of the risks associated with the Corporation’s compensation policies and practices at its quarterly committee meetings.
The CCG Committee has not identified any risks arising from the Corporation’s compensation policies and practices that are reasonably
likely to have a material adverse effect on the Corporation.


 


Aside from the NEO Bonuses, which are determined
based on the specific performance criteria of the Corporation, AcuityAds’ executive officers’ compensation is determined by
the Board through discussion and informal assessments of the performance of each individual. The Board does not set specific performance
objectives in assessing the performance of its senior management; rather, the Board uses its experience and judgment in determining an
overall compensation package for such individuals. The Board’s assessment of corporate performance is based on a number of qualitative
and quantitative factors including execution of on-going projects and transactions, operational performance, meeting targeted budgets
and progress on key growth initiatives. The executive officers do not automatically receive any particular award based on the Board’s
determination of overall performance, but rather the determination establishes the background for the Board’s subsequent review
of the officer’s individual performance.


 






    18


     


    

 


The Corporation’s Trading Policy (as defined
below) prohibits directors and NEOs from purchasing financial instruments, including, for greater certainty, prepaid variable forward
contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity
securities granted as compensation or held, directly or indirectly. To the knowledge of the Corporation, as of the date hereof, no director
or NEO has participated in the purchase of such financial instruments.


 


During 2020, the Corporation engaged a compensation
consultant to perform an independent review of executive compensation matters and to assist the CCG Committee in determining the appropriateness
of the Corporation’s current compensation structure. For further information, see “Compensation Governance”.


 


PERFORMANCE
GRAPH


 


The following graph compared the Corporation’s
cumulative total shareholder return to the S&P/TSX SmallCap Index, assuming reinvestment of any dividends and considering a $100 investment
on January 1, 2016, being the first day of the five most recently completed financial years.


 


 


 


The S&P/TSX SmallCap Index was created to
address the needs of investment managers requiring a portfolio index of the small cap market segment of the Canadian equity market, of
which AcuityAds would be considered a part of. Securities must be between $100 million and $1.5 billion in market capitalization and must
have a minimum volume weighted average price of $1.00 over the last three trading days of the month-end prior to an annual review. During
the period covered by the performance graph, the Corporation has exceeded the performance of the benchmark significantly by 1375%. Given
the Corporation’s market capitalization size and size of operations upon inception of the Corporation, volatility has been exceptionally
higher than that of the benchmark. Accordingly, the Corporation’s successful performance over a five-year period has resulted in
a significant return premium relative to the benchmark. The Corporation’s management compensation is tied to the performance of
certain company-specific metrics including but not limited to Adjusted EBITDA performance. Each NEOs bonus payout was determined primarily
by the Corporation’s annual financial performance resulting in awards that have a meaningful direct link to the Corporation’s
financial results for the fiscal year.


 


“Adjusted EBITDA” is a non-IFRS
measure and refers to net income (loss) after adjusting for finance costs, impairment loss, fair value gain, income taxes, foreign exchange
gain (loss), depreciation and amortization, share-based compensation, acquisition and related integration costs, severance expenses and
adjustments to the carrying value of investment tax credits receivable. The Corporation believes that Adjusted EBITDA is useful supplemental
information as it provides an indication of the results generated by the Corporation’s main business activities before taking into
consideration how those activities are financed and taxed and also prior to taking into consideration depreciation of property and equipment
and certain other items listed above. It is a key measure used by the Corporation’s Management and Board to understand and evaluate
the Corporation’s operating performance, to prepare annual budgets and to help develop operating plans.


 






    19


     


    

 


COMPENSATION
GOVERNANCE


 


The Board has charged the CCG Committee with reviewing,
overseeing and evaluating, among other things, the compensation policies of the Corporation. In particular, the CCG Committee is responsible
for appointing and compensating officers, approving succession plans for officers and overseeing any compensation or benefit plans of
the Corporation.


 


The CCG Committee is comprised of five directors,
Messrs. Dent (Chair), Pollack, Mayer, Waxman and Ferengul, all of whom are independent within the meaning of section 1.4 of National
Instrument 52-110 – Audit Committees (“NI 52-110”). All members of the CCG Committee have experience in
reviewing and evaluating compensation matters as a result of their previous roles. For the relevant education and experience of each of
the members of the CCG Committee, please see the biographical summary of each of Messrs. Dent, Pollack, Mayer, Waxman and Ferengul
under the heading “Directors and Officers”. The CCG Committee is responsible for reviewing, at appropriate intervals,
the compensation and benefit levels for members of the Board. The CCG Committee is also responsible for reviewing the compensation and
remuneration policies for employees and officers of the Corporation. For further information on the CCG Committee, see “Statement
of Corporate Governance Practices – Compensation and Corporate Governance Committee”.


 


On October 22, 2020, the Corporation retained
Meridian Compensation Partners, LLC (“Meridian”) to perform an independent review of executive compensation matters
and to assist the CCG Committee in determining the appropriateness of the Corporation’s current compensation structure for senior
executives and directors.


 


	 	 	Year Ended
 December 31, 2020	 	 	Year-Ended December 31, 2019	 
	Executive Compensation-Related Fees	 	$	10,819	 	 	 	Nil	 
	All Other Fees	 	 	Nil	 	 	 	Nil	 
	Total	 	$	10,819	 	 	 	Nil	 



 


By the recommendation of the CCG Committee, the
Corporation has also implemented a policy (the “Share Ownership Policy”) in which each director is required to own
Common Shares (or share equivalents, such as DSUs, RSUs, or PSUs) with a market value equal to three times the annual compensation of
such director. The minimum share ownership requirement must be attained within three (3) years of the date an individual is first
appointed or elected as a director and must be maintained after attainment throughout an individual’s tenure as a director. Notwithstanding
the foregoing, any individual who was a director of the Corporation at the time the Share Ownership Policy was first adopted by the Board
on May 10, 2021, has three (3) years from that date to attain the minimum share ownership requirement.


 






    20


     


    

 


SUMMARY
COMPENSATION TABLE


 


The following table provides information regarding
compensation earned by the NEOs for the financial years ended December 31, 2020, December 31, 2019 and December 31, 2018. 


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Non-Equity
    Incentive Plan Compensation ($)	 	 	 	 	 	 
	Name
and Principal Position	 	 	Year	 	 	 	Salary

                                            ($)	 	 	Share-Based
Awards ($)(1)	 	Option-Based
Awards ($)(2)	 	Annual
    Incentive Plans	 	Long-Term
    Incentive Plans	 	Pension
    Value
 ($)	 	All
other Compensation ($)	 	Total
Compensation ($)
	Tal
Hayek(3)

Chief Executive Officer

Ontario, Canada	 	 	2020

                                            2019
 2018	 	 	 	214,500

                                            180,000
 180,000	 	 	779,005(7)

    Nil
 Nil	 	Nil

    Nil
 153,750	 	Nil

    Nil
 Nil	 	N/A

    N/A
 N/A	 	N/A

    N/A
 N/A	 	N/A

    N/A
 N/A	 	993,505

    180,000
 333,750
	Jonathan
    Pollack(4)

 Chief Financial Officer 

Ontario, Canada	 	 	2020

                                            2019
 2018(4)	 	 	 	214,500
                                            

180,000

 123,500	 	 	578,000(7)


    Nil

    Nil	 	Nil
    

    Nil 

    358,750	 	Nil
    

    Nil

    Nil	 	N/A
    

    N/A 

    N/A	 	N/A
    

    N/A 

    N/A	 	N/A

                                                                                N/A

                                                                                N/A
	 	792,500


    180,000

 482,250
	Oren
    Hisherik(5)(6)

 Chief Information and Technology Officer
 Ontario, Canada	 	 	2020


                                            2019	 	 	 	219,375
                                            

178,798	 	 	572,291
    

18,750	 	Nil

    61,698	 	61,603


    33,088	 	N/A

                                                                                N/A
	 	N/A

                                                                                N/A
	 	N/A

    N/A	 	853,269
    

292,334
	Rachel
    Kapcan

 Vice President of Client Operations 

Ontario, Canada	 	 	2020
                                            

2019

 2018	 	 	 	214,500


                                            180,000 

180,000	 	 	755,911(7)


    Nil

    Nil	 	Nil
    

    Nil 

    153,750	 	Nil
    

    Nil 

    4,500	 	N/A

    N/A

    N/A	 	N/A
    

    N/A 

    N/A	 	N/A
    

    N/A 

    N/A	 	970,411
    

180,000

 338,250
	Joe
    Ontman (3)

 Chief Revenue Officer

Ontario, Canada	 	 	2020


                                            2019 

2018	 	 	 	214,500


                                            180,000 

180,000	 	 	761,554(7)


    Nil 

    Nil	 	Nil

    Nil 

    153,750	 	Nil
    

    Nil

    Nil	 	N/A
    

    N/A 

    N/A	 	N/A

    N/A 

    N/A	 	N/A

    N/A 

    N/A	 	976,054


    180,000

 333,750



 





 






 Notes:




 


		(1)	On March 4, 2021, each of the NEO’s received 17,045 RSUs in connection with their 2020 bonus,
calculated based on the closing price of the Common Shares on the TSX on March 3, 2021 of $22.00.



 


		(2)	The grant date fair value of option-based awards was calculated based on the Black-Scholes option pricing
model. The Black-Scholes option pricing model was selected as it is a widely used financial method to determine the fair value of Options.
No option-based awards were granted to the NEOs during the year-ended December 31, 2020.



 


		(3)	No compensation was paid to Messrs. Hayek and Ontman in their capacities as directors of the Corporation
for the financial years ended December 31, 2020, December 31, 2019 and December 31, 2018.



 


		(4)	Jonathan Pollack received 500,000 Options when he joined the Corporation on May 9, 2018, calculated
using the Black-Scholes method, based on the grant date fair value of the Options.



 


		(5)	Mr. Hisherik received 50,000 Options when he joined the Corporation on February 18, 2019, calculated
using the Black-Scholes method, based on the grant date fair value of the Options.



 


		(6)	Mr. Hisherik joined the Corporation on February 18, 2019.



 


		(7)	On August 14, 2020, AcuityAds issued additional RSUs to Tal Hayek, Jonathan Pollack, Joe Ontman,
and Rachel Kapcan in lieu of cash bonuses. Mr. Hayek was issued 193,304 RSUs, Mr. Pollack was issued 97,129 RSUs, Mr. Ontman
was issued 184,954 RSUs, and Ms. Kapcan was issued 182,254 RSUs.



 






    21


     


    

 


INCENTIVE
PLAN AWARDS FOR NAMED EXECUTIVE OFFICERS


 


Outstanding Share-Based Awards and Option-Based Awards


 


The following table provides information regarding
all incentive plan awards for each NEO outstanding as of December 31, 2020.


 


	 	Option-Based
    Awards	 	Share-Based Awards
	Name	 	Number
    of Securities Underlying Unexercised Options
 (#)	 	Option
    Exercise 

    Price
 ($)	 	Option

    Grant
 Date	 	Option

    Expiration
 Date	 	Value
    of Unexercised In-the- Money Options
 ($)(1)	 	Number
    of Shares or Units of Shares that 

    have not

    Vested
 (#)	 	Market
    or Payout
 Value of Share-Based Awards that have not 

    Vested
 ($)	 	Market
    or Payout
 Value of 

    Vested Share-

    Based 

    Awards
 not Paid Out 

    or 

    Distributed
 ($)(2)
	Tal
    Hayek	 	125,000	 	1.71	 	March 14,
    2019	 	March 14,
    2024	 	1,572,500	 	210,349	 	3,005,887	 	Nil
	Jonathan
    Pollack	 	125,000

    166,667	 	1.71

    0.64	 	March 14,
    2019 
May 10, 2018	 	March 14,
    2024 
May 10, 2023	 	1,572,500
    
2,275,005	 	17,045	 	243,573	 	Nil
	Oren Hisherik	 	50,000	 	1.71	 	March 14,
    2019	 	March 14,
    2024	 	209,671	 	114,225	 	1,632,275	 	77,666
	Rachel Kapcan	 	125,000	 	1.71	 	March 14,
    2019	 	March 14,
    2024	 	1,572,500	 	199,299	 	2,847,983	 	Nil
	Joe Ontman	 	125,000	 	1.71	 	March 14,
    2019	 	March 14,
    2024	 	1,572,500	 	201,999	 	2,886,566	 	Nil




 





 






Notes:




 


		(1)	Calculated
                                            based on the difference in value between the exercise price of the Options and the closing
                                            price of the Common Shares on the TSX on December 31, 2020 of $14.29. Any unexercised
                                            Options may never be exercised and actual gain, if any, on exercise will depend on the value
                                            of the Common Shares on the date of exercise.



 


		(2)	These
                                            amounts represent the cash value of all outstanding DSUs and RSUs granted to the NEOs if
                                            they were settled on December 31, 2020 based on the closing price of the Common Shares
                                            on the TSX of $14.29 on December 31, 2020.



 






    22


     


    

 






Value Vested or Earned During the Year


 


The following table provides information regarding
the value on pay-out or vesting of incentive plan awards for each NEO for the financial year ended December 31, 2020.


 


	Name	 	Option Awards – Value Vested During the Year
 ($)(1)
	 	 	Share Awards – Value Vested During the Year
 ($)(2)
	 	 	Non-Equity Incentive
 Plan Compensation – Value Earned During the Year ($)	 
	Tal Hayek	 	N/A	 	 	N/A	 	 	N/A	 
	Jonathan Pollack	 	 	91,667	 	 	 	N/A	 	 	 	N/A	 
	Oren Hisherik	 	 	Nil	 	 	 	33,860	 	 	 	61,603	 
	Rachel Kapcan	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 
	Joe Ontman	 	 	N/A	 	 	 	N/A	 	 	 	N/A	 



 


 






 Notes:  




 


		(1)	Based on the number of Options that vested during the year and calculated based on the difference between
the market price of the Common Shares on the TSX and the exercise price of the Options on the vesting date. Any unexercised Options may
never be exercised and actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.



 


		(2)	These amounts represent the cash value of all outstanding DSUs and RSUs granted to the NEOs if they were
exercised on December 31, 2020 based on the closing price of the Common Shares on the TSX of $14.29 on December 31, 2020.



 


PENSION
PLAN BENEFITS


 


The Corporation does not have a pension plan and
does not provide any pension plan benefits.


 


DEFERRED
COMPENSATION PLANS


 


The Corporation does not have a deferred compensation
plan.


 


TERMINATION
AND CHANGE OF CONTROL BENEFITS


 


AcuityAds is party to employment agreements with
each of the NEOs (collectively, the “Employment Agreements”), with the exception of Jonathan Pollack with whom AcuityAds
is party to an independent contractor agreement (the “Independent Contractor Agreement”). Each such Employment Agreement
and Independent Contract Agreement contain certain termination and change of control provisions.


 


Where Mr. Hayek, Ms. Kapcan and Mr. Ontman’s
employment has been terminated by AcuityAds without cause, each is entitled to receive a severance payment, in lieu of notice, of the
greater of (i) a lump sum amount equal to 12 months of his or her then current annual salary plus the bonus for the calendar year
plus any entitlement in respect of vacation pay, and (ii) such amount he or she would otherwise be entitled pursuant to applicable
law. Benefits will cease 12 months after the effective date of termination or such later date pursuant to applicable law. If the benefits
provider does not permit the continuation of benefits for these periods, the benefits shall cease on the date the provider ceases to provide
such benefits to Mr. Hayek, Ms. Kapcan or Mr. Ontman. All Options granted to Mr. Hayek, Ms. Kapcan and Mr. Ontman
and issued pursuant to the Option Plan terminate, unexercised, 90 days from the effective date of termination.


 


For the purposes of Mr. Hayek, Ms. Kapcan
and Mr. Ontman’s Employment Agreements, a “change of control” means the occurrence of a transaction or series of
transactions as a result of which AcuityAds becomes controlled by a person other than the founding shareholders of AcuityAds (i.e. Tal
Hayek, Rachel Kapcan, Joe Ontman and Nathan Mekuz). AcuityAds is deemed to be controlled by a person if such person, together with any
of its affiliates, beneficially owns shares of AcuityAds carrying more than 50% of its voting rights ordinarily exercisable at meetings
of shareholders of AcuityAds, with such rights being sufficient to elect a majority of the directors of AcuityAds.


 






    23 


     


    




 


If there is a change of control of AcuityAds,
Mr. Hayek, Ms. Kapcan or Mr. Ontman may, within 30 days of learning of such change of control, give notice to AcuityAds
to terminate their employment, which shall be treated as a termination by AcuityAds without cause.


 


If Mr. Hisherik’s employment has been
terminated by AcuityAds without cause (and not for the reason of change of control), he is entitled to receive a severance payment, in
lieu of notice, of a lump sum amount equal to four months base salary, any accrued wages up to the date of termination, and continuation
of certain benefits and as required by applicable employment laws). In the event of a termination within 12 months of a change of control,
Mr. Hisherik is entitled to a severance payment equal to 12 months’ base salary.


 


The severance payment shall be full satisfaction
of any and all entitlement that Mr. Hisherik may have with respect to: (i) notice of termination or payment in lieu of such
notice; (ii) severance pay; or (iii) any other payments Mr. Hisherik may otherwise be entitled pursuant to applicable law,
provided that the severance payment shall not be a smaller amount than that to which Mr. Hisherik would otherwise be entitled under
applicable law, in which case Mr. Hisherik shall receive the greater of the two amounts.


 


If Jonathan Pollack’s employment has been
terminated by AcuityAds without cause, he is entitled to a termination fee in the amount of $45,000.


 


The following table sets out the estimated incremental
payments, payables and benefits, assuming that a termination without cause or termination within 30 days of a change of control took place
on December 31, 2020.


 


	Name	 	Aggregate base

 salary ($)	 	 	Aggregate 

bonus ($)	 	Options/DSUs
    

    ($)(1)	 	 	Other benefits
 ($)	 	 	Total

    ($)(2)	 
	Tal Hayek	 	 	220,000	 	 	Nil	 	 	Nil	 	 	 	N/A	 	 	 	220,000	 
	Jonathan Pollack(3)	 	 	N/A	 	 	N/A	 	 	N/A	 	 	 	45,000	 	 	 	45,000	 
	Oren Hisherik(4)	 	 	56,250
                                                                                      / 225,000	 	 	Nil	 	 	Nil	 	 	 	N/A	 	 	 	56,250
                                                                                      / 225,000	 
	Rachel Kapcan	 	 	220,000	 	 	Nil	 	 	Nil	 	 	 	N/A	 	 	 	220,000	 
	Joe Ontman	 	 	220,000	 	 	Nil	 	 	Nil	 	 	 	N/A	 	 	 	220,000	 



 


 






 Notes:




 


		(1)	Based on the closing price of the Common Shares on the TSX on December 31, 2020 of $14.29.



 


		(2)	Totals do not include any entitlements in respect of vacation benefits.



 


		(3)	Jonathan Pollack is entitled to a termination fee in the amount of $45,000.



 


		(4)	In the event of a termination without cause (for the reason other than change of control), Mr. Hisherik
is entitled to $56,250. In the event of a termination within 12 months of a change of control, Mr. Hisherik is entitled to $225,000.



 






    24 


     


    

 


DIRECTOR
COMPENSATION


 


Compensation Philosophy and Objectives


 


The directors of the Corporation are compensated
through directors’ fees, which are paid in Options. In 2020, each director received 30,000 Options and the chairs of each committee
received an additional 5,000 Options. In addition, the chair of the board received an additional 10,000 Options.


 


Directors of the Corporation are entitled to reimbursement
for all actual reasonable and appropriate expenditures (including business travel expenses, if applicable) incurred by them in carrying
out their respective duties and responsibilities as directors of the Corporation. The CCG Committee reviews the compensation of the directors
on an annual basis, considering such factors as time commitment, responsibility and compensation provided by comparative companies. Based
on its annual review, the CCG Committee will make recommendations to the Board when it deems changes in compensation are needed.


 


Director Compensation Table


 


The following table provides information regarding
compensation earned by each director (who is not also a NEO) for the financial year ended December 31, 2020.


 


	Name(1)	 	Fees 

Earned ($)	 	Share-
 Based 

Awards ($)
	 	 	Option-
 Based 

Awards ($)
	 	 	Non-Equity Incentive Plan Compensation ($)	 	Pension Value ($)	 	 	All Other Compensation ($)	 	Total ($)	 
	Sheldon Pollack	 	Nil	 	 	Nil	 	 	 	33,863	 	 	N/A	 	 	N/A	 	 	N/A	 	 	33,863	 
	Igal Mayer	 	Nil	 	 	Nil	 	 	 	29,630	 	 	N/A	 	 	N/A	 	 	N/A	 	 	29,630	 
	Roger Dent	 	Nil	 	 	Nil	 	 	 	29,630	 	 	N/A	 	 	N/A	 	 	N/A	 	 	29,630	 
	Yishay Waxman	 	Nil	 	 	Nil	 	 	 	25,397	 	 	N/A	 	 	N/A	 	 	N/A	 	 	25,397	 
	Corey Ferengul	 	Nil	 	 	Nil	 	 	 	25,397	 	 	N/A	 	 	N/A	 	 	N/A	 	 	25,397	 



 


 






 Notes:




 


		(1)	No compensation was paid to Messrs. Hayek and Ontman in their capacities as directors of the Corporation.
For a summary of the compensation paid to Messrs. Hayek and Ontman in their capacities as executive officers of the Corporation,
see “Summary Compensation Table” above.



 


		(2)	The grant date fair value of option-based awards was calculated based on the Black-Scholes option pricing
model. The Black-Scholes option pricing model was selected as it is a widely used financial method to determine the fair value of Options.



 






    25 


     


    

 


Incentive Plan Awards for Directors


 


Outstanding Share-Based Awards and Option-Based
Awards


 


The following table provides information regarding
all incentive plan awards for each director (who is not also a NEO) outstanding as of December 31, 2020.


  


	 	 	Option-Based
Awards	 	 	Share-Based Awards	 
	Name(1)	 	Number
    of 

    Securities 

    Underlying

    Unexercised 

    Options
 (#)	 	 	Option
    

    Exercise

    Price ($)	 	 	Option
    Grant

    Date	 	Option

    Expiration Date	 	Value
    of
 Unexercised

    In-the-Money
 Options
 ($)(2)	 	 	Number

    of Shares

    or Units
 of Shares

    that have

    not Vested
 (#)	 	Market
    or

    Payout
 Value of
 Share-Based 

    Awards 

    that have 

    not Vested ($)	 	Market
    or
 Payout
 Value of
 Vested Share-Based

    Awards

    not Paid Out

    or Distributed 

    ($)	 
	Sheldon Pollack	 	 	50,000	 	 	$	4.60	 	 	March
    14, 2017	 	March 14,
    2022	 	 	484,500	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	40,000 	 	 	$	1.71	 	 	March 14,
    2019	 	March 14,
    2024	 	 	503,200	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	40,000 	 	 	$	1.59	 	 	March 4,
    2020	 	March 4,
    2025	 	 	508,000	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	N/A 	 	 	 	N/A	 	 	N/A	 	N/A	 	 	N/A	 	 	Nil	 	Nil	 	 	1,058,074	 
	Igal Mayer	 	 	35,000	 	 	$	1.71	 	 	March 14,
    2019	 	March 14,
    2024	 	 	440,300	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	 35,000	 	 	$	1.59	 	 	March 4,
    2020	 	March 4,
    2025	 	 	444,500	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	N/A 	 	 	 	N/A	 	 	N/A	 	N/A	 	 	N/A	 	 	Nil	 	Nil	 	 	1,058,074	 
	Roger Dent	 	 	35,000	 	 	$	1.71	 	 	March 14,
    2019	 	March 14,
    2024	 	 	440,300	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	35,000 	 	 	$	1.59	 	 	March 4,
    2020	 	March 4,
    2025	 	 	444,500	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	N/A 	 	 	 	N/A	 	 	N/A	 	N/A	 	 	N/A	 	 	Nil	 	Nil	 	 	834,150	 
	Yishay
    Waxman	 	 	30,000	 	 	$	1.59	 	 	March 4,
    2020	 	March 4,
    2025	 	 	381,000	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	N/A 	 	 	 	N/A	 	 	N/A	 	N/A	 	 	N/A	 	 	Nil	 	Nil	 	 	Nil	 
	Corey Ferengul	 	 	50,000	 	 	$	1.06	 	 	Sept. 12,
    2018	 	Sept. 12,
    2023	 	 	15,500	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	30,000 	 	 	$	1.55	 	 	May 29,
    2019	 	May 29,
    2024	 	 	-	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	30,000 	 	 	 	1.59	 	 	March 4,
    2020	 	March 4,
    2025	 	 	381,000	 	 	N/A	 	N/A	 	 	N/A	 
		 	 	N/A 	 	 	 	N/A	 	 	N/A	 	N/A	 	 	N/A	 	 	Nil	 	Nil	 	 	Nil	 





  







 






Notes:    




 


		(1)	For a summary
                                            of share-based and option-based awards granted to Messrs. Hayek and Ontman, see “Incentive
                                            Plan Awards for Named Executive Officers” above.



 


		(2)	Calculated based
                                            on the difference in value between the exercise price of the Options and the closing price
                                            of the Common Shares on the TSX on December 31, 2020 of $14.29. Any unexercised Options
                                            may never be exercised and actual gain, if any, on exercise will depend on the value of the
                                            Common shares on the date of exercise.



 






    26 


     


    

 


Value Vested or Earned During the Year


 


The following table provides information regarding
the value on pay-out or vesting of incentive plan awards for each director (who is not also a NEO) for the financial year ended December 31,
2020.


 


	Name(1)	 	 	Option awards – Value vested during the year(2)(3)
 ($)	 	 	Share awards – Value vested during the year
 ($)
	 	Non-equity incentive plan compensation – Value earned during the year
 ($)
	Sheldon Pollack(3)	 	 	 	Nil	 	 	Nil	 	N/A
	Igal Mayer(3)	 	 	 	Nil	 	 	Nil	 	N/A
	Roger Dent(3)	 	 	 	Nil	 	 	Nil	 	N/A
	Yishay Waxman(3)	 	 	 	Nil	 	 	Nil	 	N/A
	Corey Ferengul(4)	 	 	 	33,999	 	 	Nil	 	N/A



 


 






 Notes:




 


		(1)	For a summary of share-based on option-based awards granted to Messrs. Hayek and Ontman, see “Incentive
Plan Awards for Named Executive Officers” above.



 


		(2)	Based on the number of Options that vested during the year and calculated based on the difference between
the market price of the Common Shares on the TSX and the exercise price of the Options on the vesting date. Any unexercised Options may
never be exercised and actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.



 


		(3)	Certain Options granted to Messrs. Pollack, Mayer, Dent and Waxman vested on March 13, 2020
and had a nil value as they were out-of-the-money on such date (based on an exercise price of $1.71 and the Corporation’s closing
share price on the TSX of $1.05 on the date of vesting).



 


		(4)	Certain Options granted to Mr. Ferengul vested on May 29, 2020 and September 11, 2020.
The Options vested on May 29, 2020 and had a nil value as they were out-of-the-money on such date (based on an exercise price of
$1.55 and the Corporation’s closing share price on the TSX of $1.05 on the date of vesting). 16,666 Options vested on September 11,
2020 had value of $33,999 on such date based on an exercise price of $1.06 and the Corporation’s closing share price on the TSX
of $3.10 on the date of vesting.



 






    27 


     


    

 


SECURITIES
AUTHORIZED FOR ISSUANCE UNDER

EQUITY COMPENSATION PLANS


 


The following table provides details of securities
authorized for issuance as of December 31, 2020 pursuant to the Corporation’s omnibus long-term incentive plan (the “Omnibus
Incentive Plan”), the existing amended and restated stock option plan (the “Option Plan”), and the legacy
third amended and restated deferred share unit plan (the “DSU Plan”) of the Corporation, which were the only compensation
plans under which equity securities of the Corporation were authorized for issuance as of December 31, 2020.


 


	Plan
    Category	 	Number
                                            of securities to be issued upon exercise of outstanding options and rights (a)
	 	Weighted-average
                                            price of outstanding options and rights (b)
	 	 	Number
    of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(1)(2)(3)(c)
	Equity
    compensation plans approved by securityholders	 	1,900,519
    Options
 1,168,619 DSUs
 1,223,945 RSUs		
	$1.69

                                                                                N/A
	 	 	8,013,304
    equity-based awards available for issuance under the Omnibus Incentive Plan
	Equity
    compensation plans not approved by securityholders	 	Nil	 	 	N/A	 	 	N/A
	Total	 	4,293,083	 		$1.69	 	 	8,013,304



 


 






Notes:




 


		(1)	Options are comprised
                                            of Options awarded under the Omnibus Incentive Plan and the Option Plan. The Corporation
                                            ceased granting awards under the Option Plan following the approval of the Omnibus Incentive
                                            Plan by the board on April 13, 2020 and subsequent approval by shareholders on June 16,
                                            2020. However, Options that were issued prior to April 13, 2020 under the Option Plan
                                            remain outstanding and are governed by the terms of the Option Plan.



 


		(2)	DSUs are comprised
                                            of DSUs awarded under the Omnibus Incentive Plan and the DSU Plan. The Corporation ceased
                                            granted award under the DSU Plan following the approval of the Omnibus Incentive Plan by
                                            the board on April 13, 2020 and subsequent approval by shareholders on June 16,
                                            2020. However, DSUs that were issued prior to April 13, 2020 under the DSU Plan remain
                                            outstanding and are governed by the terms of the DSU Plan.



 


		(3)	The maximum number
                                            of Common Shares reserved for issuance, in the aggregate, under the Omnibus Incentive Plan,
                                            the Option Plan, the DSU Plan and any other security-based compensation arrangement, collectively,
                                            is 15% of the aggregate number of Common Shares issued and outstanding from time to time.
                                            As of the date of this Circular, there are 54,637,8450 Common Shares issued and outstanding.



 


Description of the Omnibus Incentive Plan


 


The
Omnibus Incentive Plan was approved by the Board effective April 13, 2020 and was first approved by shareholders at the Corporation’s
Annual General and Special Meeting held on June 16, 2020. Capitalized terms used but not defined in this section of the Circular
shall have the meanings ascribed thereto in the Omnibus Incentive Plan, which can be found on the Corporation’s SEDAR profile at
www.sedar.com.


 


The Omnibus Incentive Plan is designed to promote
the alignment of interests among employees, directors, officers and shareholders of the Corporation. The Omnibus Incentive Plan allows
for a variety of equity-based awards that provide different types of incentives to be granted to certain officers, directors, employees
and consultants (in the case of Options, PSUs and RSUs) and non-employee directors (in the case of DSUs). Options, PSUs, RSUs and DSUs
are collectively referred to herein as “Awards”. Each Award represents the right to receive Common Shares, or in the case
of PSUs, RSUs and DSUs, Common Shares or cash, in accordance with the terms of the Omnibus Incentive Plan.


 






    28 


     


    

 


The Plan Administrator (as defined in the Omnibus
Incentive Plan) is determined by the Board, and is presently the CCG Committee, which is made up of independent directors. The Omnibus
Incentive Plan may in the future be administered by the Board itself or delegated to a committee of the Board. The Plan Administrator
may grant Awards to eligible participants, as applicable. Participation in the Omnibus Incentive Plan is voluntary and, if an eligible
participant agrees to participate, the grant of Awards will be evidenced by a grant agreement with each such participant. The interest
of any participant in any Award is not assignable or transferable, whether voluntary, involuntary, by operation of law or otherwise, other
than by will or the laws of descent and distribution.


 


The Omnibus Incentive Plan provides that appropriate
adjustments, if any, will be made by the Plan Administrator in connection with a reclassification, reorganization or other change of the
Corporation’s Common Shares, share split or consolidation, distribution, merger or amalgamation, in the Common Shares issuable or
amounts payable to preclude a dilution or enlargement of the benefits under the Omnibus Incentive Plan.


 


The maximum number of Common Shares reserved for
issuance, in the aggregate, under the Omnibus Incentive Plan, the Option Plan, the DSU Plan and any other security-based compensation
arrangement, collectively, is 15% of the aggregate number of Common Shares issued and outstanding from time to time. As of the date of
this Circular, there are 54,637,850 Common Shares issued and outstanding, and a total of 1,292,186 Options and 2,219,761 DSUs issued and
outstanding, including 35,000 Options and 1,389,638 DSUs awarded under the Omnibus Incentive Plan, and 1,257,186 Options and 830,123 DSUs
issued under the predecessor Option Plan and DSU Plan, respectively. Accordingly, the Corporation may grant additional Awards under the
Omnibus Incentive Plan as the maximum has not yet been reached. As at the date of this Circular, the issued and outstanding Options and
DSUs, in aggregate, represent approximately 6.4% of the issued and outstanding Common Shares.


 


The Omnibus Incentive Plan is considered an “evergreen”
plan, since the shares covered by awards which have been exercised shall be available for subsequent grants under the Omnibus Incentive
Plan and the number of awards available to grant increases as the number of issued and outstanding shares increases. As an evergreen plan,
the Omnibus Incentive Plan will be subject to shareholder approval every three years pursuant of the rules of the TSX. Awards may
be granted under to the Omnibus Incentive Plan to those eligible to receive Awards thereunder until June 16, 2023, three years from
the date of the shareholder meeting at which Omnibus Incentive Plan was approved by shareholders, at which time renewal approval of the
Omnibus Incentive Plan must be sought.


 


Unless requisite shareholder approval has been
obtained (or unless permitted otherwise by the rules of the TSX): (i) the maximum number of Awards which may be granted to any
one individual under all of the Corporation’s share compensation arrangements within any one-year period must not exceed 5% of the
Common Shares issued and outstanding at the time of the Award; (ii) the maximum number of Awards which may be granted to any one
consultant under all of the Corporation’s share compensation arrangements within any one-year period must not exceed 2% of the Common
Shares issued and outstanding at the time of the Award; (iii) the maximum number of Common Shares issuable to insiders of the Corporation
under all of the Corporation’s share compensation arrangements at any time must not exceed 10% of the outstanding Common Shares
on a non-diluted basis; and (iv) the maximum number of Common Shares issued to insiders of the Corporation under all of the Corporation’s
share compensation arrangements within any one-year period must not exceed 10% of the outstanding Common Shares on a non-diluted basis.


 






    29 


     


    

 


Unless the Plan Administrator decides otherwise,
the participant’s grant agreement will provide that any Options granted will vest over a 3 year period as follows: 1/3 at the first
anniversary of the date of such grant and 1/3 each subsequent anniversary for the remaining two years following the first anniversary
of the date of such grant. Otherwise, Options granted under the Omnibus Incentive Plan vest in accordance with the terms of the applicable
grant agreement. An Option shall be exercisable during a period established by the Plan Administrator which shall commence on the date
of the grant and shall terminate no later than ten years after the date of the granting of the Option or such shorter period as the Plan
Administrator may determine. The minimum exercise price of an Option will be determined based on the closing price of the Common Shares
on the TSX on the last trading day before the date such Option is granted.


 


Certain events, including termination for cause,
resignation, retirement, termination other than for cause, and death or long-term disability may impact the rights of holders of Options.
Such events and related impact are set forth in the Omnibus Incentive Plan, and are subject to the terms of a participant’s employment
agreement, grant agreement, and the change of control provisions described below.


 


The terms and conditions of grants of RSUs, PSUs
and DSUs (including the quantity, type of award, grant date, vesting conditions, vesting periods, settlement, settlement date and other
terms and conditions with respect to these Awards) as well as the impact of certain prescribed events on the respective holder, are set
out in the participant’s grant agreement.


 


In the event of a change of control of the Corporation,
the Plan Administrator will have the discretion to, among other things, accelerate the vesting of outstanding awards, settle outstanding
awards in cash or exchange outstanding awards for similar awards of a successor company. In addition, the Plan Administrator may, in its
sole discretion, suspend or terminate the Omnibus Incentive Plan at any time, or from time to time, amend, revise or discontinue the terms
and conditions of the Omnibus Incentive Plan or of any securities granted under the Omnibus Incentive Plan and any grant agreement relating
thereto, subject to any required regulatory and TSX approval, provided that such suspension, termination, amendment, or revision will
not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Incentive Plan or as required
by applicable laws.


 


The Plan Administrator may amend the Omnibus Incentive
Plan or any Awards granted under the Omnibus Incentive Plan at any time without the consent of a participant provided that such amendment
shall: (i) not adversely alter or impair any Award previously granted except as permitted by the terms of the Omnibus Incentive Plan;
(ii) be in compliance with applicable law and subject to any regulatory approvals including, where required, the approval of the
TSX; and (iii) be subject to shareholder approval, where required by law, the requirements of the TSX or the Omnibus Incentive Plan,
provided however that shareholder approval shall not be required for certain prescribed, non-prejudicial amendments, as set forth in the
Omnibus Incentive Plan.


 


Description of the Option Plan


 


Since the adoption of the Omnibus Incentive Plan,
no further awards have been or will be granted under the Option Plan. However, Options that were issued prior to April 13, 2020 under
the Option Plan remain outstanding and are governed by the terms of the Option Plan.


 


As at the date of this Circular, 1,292,186 Options
are issued and outstanding, and have not been cancelled, exercised or expired, under the Option Plan.


 


The Options that remain outstanding under the
Option Plan are non-assignable and were granted for a term of five years from the date of grant. Notwithstanding, if the date on which
an Option expires occurs during any period imposed by the Corporation, pursuant to its insider trading policies or otherwise, during which
an optionee may be restricted from trading in securities of the Corporation (a “Blackout Period”) or within two business
days after the last day of a Blackout Period, the date of the expiry of such Option will become the tenth business day following the end
of the Blackout Period.


 






    30 


     


    

 



 


In the event of a change of control of the Corporation
(or an impending change of control), the Board will have the discretion to deal with outstanding Options in the manner it deems fair and
reasonable in the circumstances, which may include accelerated vesting or expiry of the Options. Under the Option Plan, a change of control
is deemed to occur if one of the following events has taken place:


 


		•	the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution
of the Corporation;



 


		•	a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any of its
affiliates and another corporation or other entity, as a result of which the holders of Common Shares immediately prior to the completion
of the transaction hold less than 50% of the outstanding voting securities of the successor corporation immediately after completion of
the transaction;



 


		•	any person or combination of persons at arm’s length to the Corporation and its affiliates acquires or becomes the beneficial
owner of, directly or indirectly, more than 50% of the voting securities of the Corporation, whether through the acquisition of previously
issued and outstanding voting securities, or of voting securities that have not been previously issued, or any combination thereof, or
any other transaction having a similar effect;



 


		•	a resolution is adopted to wind-up, dissolve or liquidate the Corporation; or



 


		•	as a result of or in connection with:



 


		o	(A) a contested election of directors of the Corporation;
or



 


		o	(B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving the Corporation or any
of its affiliates and another corporation or other entity (a “Transaction”), fewer than 50% of the Corporation’s
directors following the Transaction are persons who were directors of the Corporation immediately prior to such Transaction.



 


Options issued under the Option Plan vest at the
discretion of the Board, subject to the rules or policies of the TSX and certain specified limitations. Notwithstanding, unless otherwise
permitted by the TSX, Options awarded to consultants performing investor relations activities must vest in stages over 12-months with
no more than one-quarter vesting in any three-month period.


 


The Board may at any time amend the Option Plan
or any Options granted thereunder, subject to the receipt of all applicable regulatory approvals, provided that no such amendment may,
without the consent of affected optionees, materially decrease the rights or benefits accruing to such optionees or materially increase
the obligations of such optionees. For greater certainty, the Option Plan provides that the Board may amend or terminate the Option Plan
or any Options granted thereunder without obtaining shareholder approval of such amendments or termination, other than the following amendments
which shall be subject to the approval of shareholders (together with all applicable regulatory approvals): (i) amendments to the
definition of categories of persons eligible to participate in the Option Plan; (ii) amendments to the maximum number or percentage
of Common Shares (or other securities) issuable under the Option Plan; (iii) the limitations under the Option Plan on the number
of Options that may be granted to any one person or any category of persons; (iv) the method for determining the exercise price of
Options; (v) the maximum term of Options; (vi) the expiry and termination provisions applicable to Options; (vii) any reduction
in the exercise price if the Option holder is an insider of the Corporation at the time of the proposed amendment; and (viii) any
other provision that is required to be approved by shareholders under applicable law (including, without limitation, the rules, regulations
and policies of the TSX).


 






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Description of the DSU Plan


 


Since the adoption of the Omnibus Incentive Plan,
no further awards have been or will be granted under the DSU Plan. However, DSUs that were issued prior to April 13, 2020 under the
DSU Plan remain outstanding and are governed by the terms of the DSU Plan.


 


The DSU Plan is designed to promote the alignment
of interests among employees, directors, officers and shareholders of the Corporation. The CCG Committee of the Board is responsible for
administering the DSU Plan, subject to the overriding authority of the Board to make all determinations and take all other actions in
connection with or in relation to the DSU Plan as it may deem necessary or advisable. A DSU issued under the DSU Plan is a bookkeeping
entry representing a future right to receive one Common Share in accordance with the terms of the DSU Plan. Previous grants of DSUs are
taken into account when considering new grants. Capitalized terms used but not defined in this section of the Circular shall have the
meanings ascribed thereto in the DSU Plan.


 


As at the date of this Circular, 2,219,761 DSUs
are issued and outstanding, and have not been cancelled, exercised or expired, under the DSU Plan.


 


Subject to applicable income tax and other withholdings
as required by law, the value of the vested DSUs redeemed by or in respect of a Participant will be paid to the Participant, at the election
of the Participant, in the form of Common Shares. Any vesting conditions (which may include time restrictions, performance conditions
or a combination of both) for DSUs was determined by the CCG Committee in advance of any grants. The Board may also, in its sole and absolute
discretion, accelerate and/or waive any vesting or other conditions for all or any DSUs for any Participant at any time and from time
to time.


 


The value of each DSU awarded by the Corporation
is equal to the Market Price (as defined in the DSU Plan) of the Common Shares at the time the DSU is awarded. The value of the DSU increases
or decreases as the price of the Common Shares increases or decreases, thus promoting alignment of the interest of a Participant with
the shareholders. DSUs generally vest upon redemption, subject to the discretion of the Board, and are credited to a Participant’s
DSU Account.


 


The value of the DSUs credited to a Participant’s
DSU account is redeemable upon the Participant delivering a written notice of redemption to the Corporation. In the event of termination,
the redemption date specified in the notice must be dated within 90 days of such event of termination. Common Shares deliverable upon
redemption of DSUs must be delivered within five Trading Days following the applicable redemption date. No fractional Common Shares will
be issued pursuant to the DSU Plan and a fractional DSU will not be entitled to a Common Share or any cash payment on a redemption.


 


Upon the occurrence of a Change of Control, all
of a Participant’s unvested DSUs will automatically become vested DSUs on the date such change of control occurs and all of such
Participant’s vested DSUs will be redeemed in accordance with the terms of the DSU Plan in a manner that allows the Participant
to participate in such Change of Control only if it is completed prior to the date of an event of termination (if any), as determined
by the Board in its sole discretion.


 


DSUs are non-assignable. During the lifetime of
the Participant, a vested DSU is redeemable only by the Participant or, upon the death of a Participant, the Participant’s beneficiary
or estate.


 


If the number of outstanding Common Shares is
increased or decreased as a result of a stock split, consolidation or recapitalization and not as a result of the issuance of Common Shares
for additional consideration or by way of stock dividend, the Board may make appropriate adjustments to the number of DSUs credited to
a Participant. Any determinations by the Board as to the required adjustments shall be made in its sole and absolute discretion and all
such adjustments shall be conclusive and binding for all purposes under the DSU Plan.


 






    32


     


    

 


Whenever cash dividends or distributions are paid
on the Common Shares, additional DSUs will be credited to the Participant’s DSU Account with respect to Vested DSUs. The number
of such additional DSUs will be calculated by multiplying the per Common Share dividend rate by the number of Vested DSUs held at that
time in the Participant’s DSU account.


 


If the applicable redemption date for DSUs held
by any Participant occurs during or within ten business days of the expiration of a blackout period applicable to such Participant, then
the redemption date for such DSUs shall be extended to the close of business on the tenth business day following the expiration of the
blackout period.


 


The Board reserves the right, in its sole discretion,
to suspend or terminate the DSU Plan, or any portion thereof, at any time without obtaining the consent of any Participant by giving notice
thereof to each Participant, provided that such suspension or termination may not materially adversely affect the rights already accrued
under the DSU Plan by a Participant without the consent of the Participant.


 


Subject to those provisions of applicable law
and regulatory requirements (including the rules, regulations and policies of the TSX), if any, that require shareholder approval, the
Board reserves the right to amend the DSU Plan or the terms and conditions of DSUs issued or rights acquired under the DSU Plan without
obtaining the approval of shareholders, except for the following types of amendments or modifications: (i) amendments to increase
the number of Common Shares reserved for issuance, including an increase in the fixed maximum number of Common Shares, or a change from
a fixed maximum number of Common Shares to a fixed maximum percentage of Common Shares; (ii) amendments for the purpose of extending
eligibility to participate in the DSU Plan to persons who are not “Eligible Persons” as defined in the DSU Plan; (iii) amendments
for the purpose of permitting DSUs issued or other rights or interests acquired under the DSU Plan to be transferred or assigned other
than in accordance with the DSU Plan; (iv) amendments to increase the insider participation limits; and (v) amendments to the
amending provision of the DSU Plan.


 


In accordance with the requirements of section
613 of the TSX Company Manual, the following table sets out the burn rate of the awards granted under the Corporation’s security-based
compensation arrangements as at the end of the financial years ended December 31, 2020, December 31, 2019 and December 31,
2018. The burn rate is calculated by dividing the number of awards granted during the relevant financial year by the weighted average
number of securities outstanding for the applicable fiscal year.


 


	 	 	Year Ended
 December 31, 2020	 	 	Year Ended
 December 31, 2019	 	 	Year Ended
 December 31, 2018	 
	Number of Options granted under the Omnibus Incentive Plan	 	 	45,000	 	 	 	N/A	 	 	 	N/A	 
	Number of Options granted under the Option Plan	 	 	350,000	 	 	 	1,153,500	 	 	 	985,000	 
	Number of DSUs/RSUs granted under the Omnibus Incentive Plan	 	 	1,321,074	 	 	 	N/A	 	 	 	N/A	 
	Number of DSUs granted under the DSU Plan	 	 	204,008	 	 	 	381,304	 	 	 	701,808	 
	Weighted average of outstanding securities for that fiscal year(1)	 	 	49,720,186	 	 	 	45,286,998	 	 	 	39,134,484	 
	Annual Burn Rate (Options)(2)	 	 	1	%	 	 	3	%	 	 	3	%
	Annual Burn Rate (DSUs/RSUs)(2)	 	 	3	%	 	 	1	%	 	 	2	%



 






    33


     


    

 





 






 Notes:




 


		(1)	The weighted average number of securities outstanding during the period is the number of securities outstanding
at the beginning of the period, adjusted by the number of securities bought back or issued during the period multiplied by a time-weighting
factor. The time weighting factor is the number of days that the securities are outstanding as a proportion of the total number of days
in the period; a reasonable approximation of the weighted average is adequate in many circumstances. The weighted average number of securities
outstanding is calculated in accordance with the CPA Canada Handbook, as such may be amended or superseded from time to time.



 


		(2)	The burn rate is calculated by dividing the number of Options or DSUs/RSUs (as applicable) granted during
the applicable fiscal year by the weighted average number of securities outstanding for the applicable fiscal year.



 


STATEMENT
OF CORPORATE GOVERNANCE PRACTICES


 


The Corporation recognizes the importance of corporate
governance to the effective management of the Corporation and to the protection of the employees and shareholders. The Corporation’s
approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Corporation
are effectively managed so as to enhance shareholder value.


 


National Instrument 58-101 – Disclosure
of Corporate Governance Practices (“NI 58-101”) requires issuers to disclose certain corporate governance practices
they have adopted. As required by NI 58-101 and other applicable regulatory instruments, the following disclosure describes the Corporation’s
corporate governance policies and initiatives.


 


Board of Directors


 


Meetings of the Board


 


The Board fulfills its mandate at regularly scheduled
meetings or as required. The directors are kept informed of the Corporation’s operations at these meetings as well as through information
provided by management at other times during the year. The frequency of the meetings and the nature of the meeting agendas are dependent
upon the nature of the business and affairs which the Corporation faces from time to time.


 


At each meeting of the Board, the independent
directors of the Corporation are encouraged to, in their discretion, meet in the absence of management and non-independent directors to
hold an open and candid discussion.


 


Directors are expected to attend all meetings
of the Board and the committees upon which they serve and to come to such meetings fully prepared (including having conducted a full review
of all documentation sent prior to the meeting).


 


Prior to each Board meeting, the Chairman of the
Board, Sheldon Pollack, shall discuss the agenda items for the meeting with the Chief Executive Officer, and circulate an agenda and materials
for the meeting to the Board.


 


Independence


 


Pursuant to NI 52-110, an independent director
is one who is free from any direct or indirect relationship which could, in the view of the Board, be reasonably expected to interfere
with a director’s independent judgement.


 


The Board has considered the relationship of each
of the directors to the Corporation and has determined that all of the director Nominees are independent within the meaning of NI 52-110,
other than Mr. Hayek, Chief Executive Officer of the Corporation.


 






    34


     


    

 


The Corporation has also taken steps to ensure
that adequate structures and processes are in place to permit the Board to function independently of management and, if deemed appropriate,
additional independent committees may be appointed from time to time.


 


Directorships


 


No directors of the Corporation serve together
as directors on the boards of other public companies. The following table sets out each director’s current directorship(s) with
any other reporting issuer (or the equivalent of a reporting issuer):


 


Director Reporting Issuer


 


Roger Dent:


 


Quinsam Capital Corporation

California Nanotechnologies Corp.

Omni-Lite Industries Canada, Inc.

VitalHub Corp.

Deveron UAS Corp.


 


Sheldon Pollack:


 


OV2 Investment 1 Inc.


 


Exelerate Capital Corp


 


Elisabeth Donohue:


 


NRG Energy, Inc.


 


Board Mandate


 


The Board is responsible for representing the
shareholders of the Corporation, enhancing and maximizing shareholder value and conducting the business and affairs of the Corporation
ethically and in accordance with the highest standards of corporate governance. The Board has adopted the written mandate set forth in
Schedule A, which describes the duties and responsibilities of the Board in the following areas:


 


		•	delegations and approvals of authority;



 


		•	strategic planning and risk management;



 


		•	corporate ethics and integrity;



 


		•	appointment and supervision of management and, as appropriate, succession planning;



 


		•	monitoring of financial reporting and management;



 


		•	corporate disclosure and communications;



 


		•	corporate policies; and



 


		•	review of its mandate.



 






    35


     


    

 


Position Descriptions


 


Our Board has adopted a written position description
for the chair of the Board. The written position description sets out the chair of the Board’s key responsibilities, including,
among others, duties related to:


 


		•	establishing procedures to govern the Board’s work and ensuring the Board’s full discharge of its duties;



 


		•	chairing Board meetings and meetings of shareholders;



 


		•	identifying guidelines for the selection of, and evaluation of conduct of, the directors;



 


		•	liaising between the Board and management; and



 


		•	carrying out duties as requested by the Board as a whole.



 


Our Board has adopted a written position description
for each of our committee chairs which sets out each of the committee chair’s key responsibilities, including, among others, duties
relating to setting committee meeting agendas, chairing committee meetings and working with the respective committee and management to
ensure, to the greatest extent possible, the effective functioning of the committee.


 


Our Board has adopted a written position description
for our Chief Executive Officer which sets out the key responsibilities of our Chief Executive Officer, including, among other duties
in relation to providing overall leadership, strategic planning and business and organizational management.


 


Orientation and Continuing Education


 


Through the CCG Committee, new directors will
be provided with an orientation and education program regarding the business and operations of the Corporation, and will have opportunities
to set up meetings and discussions with senior management and other Board members. New directors will also be provided with written information
about the duties and obligations of Board members and will receive documents from recent meetings. The Corporation will tailor the orientation
of each new Board member to that Board member’s individual needs and areas of interest.


 


Board members are encouraged to communicate with
management and auditors, to keep themselves current with industry trends and developments and changes in legislation with management’s
assistance and to attend related industry seminars.


 


Ethical Business Conduct


 


In fulfilling its mandate and approving various
decisions put forth by management, the Board ensures that the measures taken by management comply with Canadian securities regulations
and other applicable legislation. Members of the Board are aware of their fiduciary duties in their capacity as directors, which are set
out in the CBCA. In exercising their powers and discharging their duties, members of the Board are required to act honestly and in good
faith with a view to the best interests of the Corporation, and to exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.


 


The Board has adopted a written code of ethics
entitled the “Code of Business Conduct and Conflict of Interest Policy” (the “Business Code”), which applies
to all employees, contractors, consultants and agents of the Corporation. The purpose of the Business Code is to, among other things,
ensure that the Corporation, and all of its employees, contractors, consultants and agents, adhere to the highest ethical standards in
all of its business activities. A copy of the Business Code is available on request from the Corporation.


 






    36


     


    

 


The Audit Committee is responsible for compliance
issues relating to the Business Code, and the Corporation’s Whistle Blowing Policy (described below) contains the procedures by
which an individual can report actual or potential violations of the Business Code to the Corporate Secretary or the Audit Committee.
The Business Code provides that any violations of the Business Code by any employee may be grounds for disciplinary action including termination.
Pursuant to the Business Code, employees, contractors, consultants and agents of the Corporation are required to disclose to the Corporation
any possible conflicts of interest and obtain approval to pursue such interest. The fiduciary duties placed on individual directors pursuant
to corporate legislation and the common law, and the conflict of interest provisions under corporate legislation which restrict an individual
director’s participation in decisions of the Board in which the director has an interest, ensure that the Board operates independently
of management and in the best interests of the Corporation.


 


Nomination of Directors


 


Directors serve one-year terms and are elected
at each annual meeting of shareholders. The Board is responsible for identifying nominees who it believes have the competencies and skills
to facilitate effective decision making. The Chair and Chief Executive Officer are consulted and have input in the nomination process.
There is no retirement policy for directors.


 


Compensation


 


Through the CCG Committee, the Board reviews the
compensation of directors to ensure that the compensation of directors realistically reflects the responsibilities and risks involved
in being an effective director. The Board also reviews the compensation of the Chief Executive Officer and Chief Financial Officer to
ensure that it is competitive within the industry and that the form of compensation aligns the interests of such officers with those of
the Corporation. When making determinations of the Chief Executive Officer’s compensation level, the CCG Committee will evaluate
the Chief Executive Officer’s performance against the Corporation’s corporate goals and objectives.


 


The Corporation has engaged Meridian Compensation
Partners, LLC as an independent compensation consultant to the Corporation and the Corporation has implemented the Share Ownership Policy
in which each director is required to own shares (or share equivalents, such as DSUs) with a market value equal to three times the annual
compensation of such director. Please see “Compensation Governance” for additional information.


 


Assessments


 


The Board, its committees and its individual directors
are assessed at least annually as to their effectiveness and contribution. The Board reviews recommendations from the CCG Committee, assesses
the skills and abilities of each existing director and considers and identifies additional skills and abilities that may be required in
order to improve the efficiency and competency of the Board.


 


Director Term Limits and Other Mechanisms of Board Renewal


 


The Board believes that the need to have experienced
directors who are familiar with the business of the Corporation must be balanced with the need for renewal, fresh perspectives and a healthy
skepticism when assessing management and its recommendations.


 






    37


     


    

 


The Board has not adopted director term limits
or other mechanisms of board renewal because:


 


		•	after considering the director profile at the Corporation, the Board determined that a term limit was not appropriate in the context
of the Corporation;



 


		•	the Corporation has found that having long standing directors on its Board does not negatively impact board effectiveness, and instead
contributes to boardroom dynamics such that the Corporation has for many years had a consistently high performing Board;



 


		•	the implementation of director term limits is problematic, as it is an inappropriate and unproven method of encouraging board effectiveness;



 


		•	the imposition of director term limits on a board implicitly discounts the value of experience and continuity amongst board members
and runs the risk of excluding experienced and potentially valuable board members as a result of an arbitrary determination;



 


		•	the impositions of rigid, prescribed term limits on the tenure of directors implies that boards cannot properly govern themselves,
by usurping core functions of the board and replacing them with fixed criteria that may not adequately represent the interests of shareholders;



 


		•	it is important to retain directors who hold significant investments in the Corporation;



 


		•	it is important to ensure that directors with significant and unique business experience in the Corporation’s industry be retained;
and



 


		•	that directors with the level of understanding of the Corporation’s business, history and culture acquired through long service
on the Board provide additional value.



 


Policies Regarding Representation of Designated Groups on the Board


 


The Corporation has not adopted a written policy
relating to the identification and nomination of women, Aboriginal peoples, persons with disabilities and members of visible minorities
(collectively, “Designated Groups”) as directors to the Corporation’s Board.


 


The Corporation has not adopted such a policy,
written or otherwise, because the Board generally considers diversity of race, ethnicity, gender, age, national origin, Aboriginal status,
disability, sexual orientation, visible minority status, cultural background, professional experience and other factors in evaluating
candidates for board membership. While the Corporation does not have a specific policy, we consider diversity of race, ethnicity, gender,
age, national origin, Aboriginal status, disability, sexual orientation, visible minority status, cultural background, professional experience
and other factors in evaluating candidates for board membership.


 


Consideration of the Representation of Designated Groups in the
Director Identification and Selection Process


 


In considering the level of representation of
Designated Groups on the Board, the CCG Committee takes into account the following factors:


 


		•	the competencies and skills the Board, as a whole, should possess;



 


		•	the competencies, skills and personal and other diverse qualities the existing directors possess;



 






    38


     


    

 


		•	the competencies, skills and personal and other diverse qualities required for new directors in order to add value to the Corporation
in light of opportunities and risks facing the Corporation; and



 


		•	the size of the Board, with a view to facilitating effective decision-making.



 


Selection of candidates to the board from Designated
Groups will be, in part, dependent upon the pool of such candidates with the necessary skills, knowledge and experience. The ultimate
decision will be based on merit and contribution the chosen candidate will bring to the Board.


 


Consideration of the Representation of Designated Groups in Executive
Officer Appointments


 


In considering the level of representation of
members of Designated Groups in executive officer positions, the Corporation takes into account the following factors:


 


		•	the competencies and skills the executive team, as a whole, should possess;



 


		•	the competencies, skills and personal and other diverse qualities the existing executive officers possess; and



 


		•	the competencies, skills and personal and other diverse qualities required for new executive officers in order to add value to the
Corporation in light of opportunities and risks facing the Corporation.



 


Issuer’s Targets Regarding the Representation of Designated
Groups on the Board and in Executive Officer Positions


 


Board of Directors


 


The Corporation has not adopted a target for Designated
Groups on the Board because the Corporation does not believe that any director nominee should be chosen nor excluded solely or largely
because of diversity of race, ethnicity, gender, age, national origin, Aboriginal status, disability, sexual orientation, visible minority
status or cultural background. In selecting a director nominee, the CCG Committee focuses on skills, expertise and background that would
complement the existing board.


 


Directors will be recruited based on their ability
and contributions.


 


Executive Officers


 


The Corporation has not adopted a target for Designated
Groups in executive officer positions because the Corporation does not believe that any candidate for an executive officer position should
be chosen nor excluded solely or largely because of diversity of race, ethnicity, gender, age, national origin, Aboriginal status, disability,
sexual orientation, visible minority status or cultural background. In selecting candidates, the Corporation considers the skills, expertise
and background that would complement the existing management team.


 


Executive officers will be recruited based on
their ability and contributions.


 


Number of Members of Designated Groups on the Board and in Executive
Officer Positions


 


The following table outlines the number and proportion,
expressed as a percentage, of members of each Designated Group who hold positions on the Corporation’s Board and as executive officers,
including all of the Corporation’s major subsidiaries (as that term is defined in National Instrument 55-104 – Insider
Reporting Requirements and Reporting Exemptions and the Canada Business Corporations Regulations, 2001) as at December 31, 2020.
The information in the following table is based on a survey of the Corporation’s Board and executive officers conducted by the Corporation
on an anonymous and voluntary basis.


 






    39


     


    

 


	 	 	Directors	 	 	Executive Officers	 
	 	 	Number	 	 	Proportion	 	 	Number	 	 	Proportion	 
	Women	 	 	0	 	 	 	0	%	 	 	1	 	 	 	20	%
	Aboriginal peoples	 	 	0	 	 	 	0	%	 	 	0	 	 	 	0	%
	Persons with disabilities	 	 	0	 	 	 	0	%	 	 	0	 	 	 	0	%
	Members of visible minorities	 	 	0	 	 	 	0	%	 	 	0	 	 	 	0	%



 


On
March 26, 2021, the Corporation announced that it had been included on the 2021 Report on Business Women Lead Here list, an annual
editorial benchmark to identify best-in-class executive gender diversity in corporate Canada. As at December 31, 2020, women comprise
20% of NEO and executive positions and 50% of executive vice-president or vice-president positions of the Corporation. In aggregate,
women comprise 31% of all corporate leadership positions, all of whom are instrumental in the growth of the Corporation. For additional
information, please refer to the news release dated March 26, 2021, which is available on the Corporation’s SEDAR profile
at www.sedar.com.


 


Audit Committee


 


Detailed information about the Corporation’s
Audit Committee, including the mandate of the Audit Committee and a copy of its charter, can be found in the Corporation’s Annual
Information Form for the year ended December 31, 2020 on SEDAR at www.sedar.com under the heading “Audit Committee”.


 


Compensation and Corporate Governance Committee


 


The CCG Committee is charged with reviewing, overseeing
and evaluating the nominating policies and the compensation policies of the Corporation. In particular, the CCG Committee is responsible
for: (i) reviewing and making recommendations to the Board concerning any change in the size of the Board or its composition, including
the candidate selection process and orientation of new members of the Board; (ii) establishing procedures to allow the directors
of the Corporation to function independently of management; (iii) appointing and compensating officers and approving succession plans
for officers; and (iv) overseeing any compensation or benefit plans of the Corporation.


 


The CCG Committee is also responsible for the
governance practices of the Corporation. To discharge this duty, the CCG Committee, among other things: (i) reviews and recommends
to the Board annually a statement of corporate governance practices; (ii) evaluates the competencies and skills that the Board considers
integral to the Corporation and the Board, as a whole; (iii) reviews annually the CCG Committee’s mandate and terms of reference;
(iv) establishes, reviews and updates the Business Code; and (v) ensures that management properly monitors the Corporation’s
compliance with the Business Code.


 


Other Committees


 


During the year-ended December 31, 2020,
the Corporation established (i) a health and wellness committee (the “Health and Wellness Committee”) and (ii) a
diversity committee (the “Diversity Committee”). The Health and Wellness Committee is tasked with assessing, planning,
and implementing activities and programs that promote mental and physical wellbeing within the Corporation. The Diversity Committee is
mandated with assessing the Corporation’s approach to equity, diversity and inclusion in the workplace. The Corporation established
the Health and Wellness Committee and Diversity Committee to create a targeted and focused approach to health, wellness and diversity
initiatives within the firm, with the goal of furthering such initiatives in the coming years.


 






    40


     


    

 


Other Governance Policies


 


Communication and Disclosure Policy


 


The Board has adopted a disclosure policy (the
 “Disclosure Policy”) to ensure, among other things: (i) that the Corporation complies with the requirement to
disclose material information under applicable laws and TSX rules; (i) that the Corporation prevents the selective disclosure of
material changes; (iii) that the disclosure of material information respecting the business and affairs of the Corporation be timely,
factual and accurate; (iv) that all communications are broadly disseminated in accordance with all applicable legal and regulatory
requirements; and (v) that persons to whom the policy applies understand their obligations to preserve the confidentiality of undisclosed
material information. The Disclosure Policy applies to all employees, Board members, officers, consultants, advisors, and insiders of
the Corporation, as well as any other person authorized to act as a spokesperson of the Corporation. The Disclosure Policy provides that
any violations of the Disclosure Policy by any employee may be grounds for disciplinary action including termination.


 


Securities Trading and Confidentiality of Information
Policy


 


The Board has adopted an insider trading policy
(the “Trading Policy”) to maintain the confidentiality of material non-public information and ensure strict compliance
by all insiders with all requirements relating to the reporting of insider trading and with respect to trading when in possession of material
non-disclosed information. The Trading Policy applies to all of the Board members and the officers of the Corporation and its subsidiaries
or affiliates (“Restricted Persons”) and provides that Restricted Persons who come into possession of material non-public
information concerning the Corporation must not intentionally or inadvertently communicate that information to any person unless the person
has a need to know the information for legitimate, business-related reasons.


 


The Trading Policy also applies to employees of
the Corporation as it prohibits the communication of confidential information, except where such communication is necessary in the course
of business. Employees who are unsure whether a particular disclosure qualifies as in the necessary course of business should discuss
such disclosure with the Chief Executive Officer or Chief Financial Officer of the Corporation. Any violations of the Trading Policy may
also violate certain securities laws.


 


Whistle Blowing Policy


 


The Board has adopted a whistle blowing policy
(the “Whistle Blowing Policy”) which establishes procedures for: (i) the receipt and treatment of complaints received
by the Corporation regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters; and (ii) the
submission by employees of the Corporation, on a confidential or anonymous basis, of concerns regarding questionable financial statement
disclosures, accounting, internal accounting, or auditing matters.


 


Following the receipt of any complaints submitted
under the Whistle Blowing Policy, the Corporate Secretary or the Audit Committee will investigate each matter so reported and take corrective
and disciplinary actions as necessary. The Audit Committee may enlist employees, or outside legal, accounting, or other advisors, as appropriate,
to conduct any investigation of complaints regarding financial statement disclosures, accounting, international accounting controls, or
auditing matters.


 






    41


     


    

 


OTHER
INFORMATION


 


Indebtedness of Directors and Executive Officers


 


Other than as set out below, no individual who
is, or at any time during the most recently completed fiscal year of the Corporation was, a director or executive officer of the Corporation,
nor any proposed nominee for election as a director of the Corporation, nor any associate of any of the foregoing is, or at any time since
the beginning of the most recently completed fiscal year of the Corporation has been, indebted to the Corporation or any of its subsidiaries
or was indebted to another entity, which such indebtedness is, or at any time since the beginning of the most recently completed fiscal
year of the Corporation was, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding
provided by the Corporation or any of its subsidiaries.


 


The following table outlines the aggregate indebtedness
of all executive officers, directors, employees and former executive officers, directors and employees of the Corporation or any of its
subsidiaries outstanding as at May 13, 2021 entered into in connection with (a) a purchase of securities and (b) all other
indebtedness:


 


	AGGREGATE INDEBTEDNESS ($)
	Purpose	 	To the Corporation or its Subsidiaries	 	 	To Another Entity	 
	(a)	 	(b)	 	 	(c)	 
	Share Purchases	 	$	0	 	 	$	0	 
	Other	 	$	0	 	 	$	0	 



 


During the year ended December 31, 2019,
the Corporation issued to each of Tal Hayek (Co-Founder, Chief Executive Officer and a Director of the Corporation), Rachel Kapcan (Co-Founder
and Vice-President of Client Operations) and Joe Ontman (Co-Founder and Chief Business Development Officer) an unsecured, non-interest
bearing loan of $60,000. Each non-interest bearing loan was repaid in full on September 30, 2020. Additional details respecting such
indebtedness are set out in the following table:


 


	INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER
 (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS
	Name and 

Principal 

Position	 	Involvement

 of 

Corporation

 or 

Subsidiary	 	Largest Amount Outstanding

 During year ended

 December 31, 

2020
 ($)	 	 	Amount Outstanding as

 at the date of 

this Circular
 ($)	 	Financially
    Assisted
 Securities Purchases
 During year 

ended December

  31, 2020 (#)	 	Security
 for
 Indebtedness	 	Amount
 Forgiven During year ended December 31, 2020
 ($)	 
	(a)	 	(b)	 	(c)	 	 	(d)	 	(e)	 	(f)	 	(g)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Securities Purchase Programs
	N/A	 	N/A	 	 	N/A	 	 	N/A	 	N/A	 	N/A	 	 	N/A	 
	Other Programs
	Tal Hayek	 	Nil	 	 	60,000	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 
	Rachel Kapcan	 	Nil	 	 	60,000	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 
	Nathan Mekuz	 	Nil	 	 	Nil	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 
	Joe Ontman	 	Nil	 	 	60,000	 	 	Nil	 	Nil	 	Nil	 	 	Nil	 



 






    42


     


    

 


Interest of Informed Persons in Material Transactions


 


Other than as disclosed below, the Corporation’s
management is not aware of any material interest, direct or indirect, of any informed person of the Corporation, any proposed director
of the Corporation, or any associate or affiliate of any informed person or proposed director, in any transaction since the commencement
of the Corporation’s most recently completed financial year or in any proposed transaction which has materially affected or would
materially affect AcuityAds or any of its subsidiaries.


 


On June 15, 2018, the Corporation closed
a $7,263,000 subordinated term loan (the “2018 Term Loan”) from a group of private lenders (the “2018 Term
Loan Lenders”). The 2018 Term Loan was made pursuant to a credit agreement dated as of June 15, 2018, as amended March 21,
2019, between a subsidiary of the Corporation, Cancor Debt Agency (as collateral agent) and the 2018 Term Loan Lenders (including the
following executives and directors of the Corporation: Sheldon Pollack, (Director and Chairman of the Board), Tal Hayek (Co-Founder, Chief
Executive Officer and a Director of the Corporation), Rachel Kapcan (Co-Founder and Vice-President of Client Operations), Nathan Mekuz
(Co-Founder and Vice-President of Artificial Intelligence), Joe Ontman (Co-Founder and Chief Business Development Officer), Igal
Mayer (Director), Jonathan Pollack (Chief Financial Officer) and Roger Dent (Director)). The Corporation used the funds from the 2018
Term Loan to complete the acquisition of ADman Media (approximately $2,700,000), repay approximately $800,000 of existing higher-cost
term loans and for general corporate purposes including funding continued growth. The 2018 Term Loan (as amended) had a term of three
years and accrued interest at a rate of 12.0% per annum. The 2018 Term Loan Lenders were issued an aggregate of 2,420,990 warrants (the
 “June 2018 Warrants”) as bonus warrants in connection with the 2018 Term Loan. Each June 2018 Warrant entitles
the lender to acquire one Common Share for a period of two years at an exercise price of $1.01, which represents the closing price of
the Common Shares on June 14, 2018. The Corporation also agreed to pay a nominal fee to two eligible finders assisting in the 2018
Term Loan.


 


On April 14, 2020, the Corporation entered
into a US $21,850,000 credit facility with Silicon Valley Bank, with approximately $5.3 million of such proceeds being used to repay the
2018 Term Loan. In connection with the repayment of the 2018 Term Loan, the executives and directors of the Corporation listed in the
above paragraph collectively received repayments of the debt they held in the aggregate amount of $1,372,244.


 


On
December 4, 2020, the Corporation and certain of its shareholders completed a short form prospectus bought deal offering comprised
of 1,968,000 common shares issued from treasury and offered by the Corporation for gross proceeds to the Corporation of approximately
$12 million and 1,804,000 common shares offered by certain of AcuityAds’ shareholders, namely 2794606 Ontario Ltd. and OV2 Capital
Inc., for gross proceeds to those selling shareholders of approximately $11 million. 2794606 Ontario Ltd. is an entity owned by Tal Hayek
(Co-Founder, Chief Executive Officer and a director of the Corporation), Rachel Kapcan (Co-Founder and VP of Client Operations), and
Joe Ontman (Co-Founder and Chief Business Development Officer) and OV2 Capital Inc. is an entity controlled or directed by Sheldon Pollack
(Director and Chairman of the Board). For additional information, please refer to the news release dated December 4, 2020, which
is available on the Corporation’s SEDAR profile at www.sedar.com.


 






    43


     


    

 


SHAREHOLDER
PROPOSALS


 


A shareholder intending to submit a proposal at
the Corporation’s next annual meeting of shareholders must comply with the applicable provisions of the CBCA. The Corporation will
include a shareholder proposal in the management information circular prepared for such annual meeting of shareholders provided such proposal
is received by the Corporation at its head office on or before March 12, 2022 and provided such proposal is required by the CBCA
to be included in the Corporation’s management information circular.


 


ADDITIONAL
INFORMATION


 


Additional
information, including financial information, which is provided in the Corporation’s audited consolidated comparative annual financial
statements and management’s discussion and analysis for the financial year ended December 31, 2020, can be found on SEDAR
at www.sedar.com. Shareholders may also contact us by telephone at 416-218-9888 or by mail at the address shown on the Corporations’
SEDAR profile at www.sedar.com to request copies of these documents free of charge.


 


DIRECTORS’
APPROVAL


 


The contents of this management information circular
and the sending thereof to each director, to each shareholder of the Corporation whose proxy has been solicited and the auditors of the
Corporation have been approved by the Board.


 


BY ORDER OF THE BOARD OF DIRECTORS


 


“Tal Hayek” (signed)


 


Chief Executive Officer and Director


 


May 13, 2021


 


Toronto, Ontario


 









    44


     


    

 


SCHEDULE A -


 


BOARD MANDATE


 


See attached.


 









    A-1


     


    

 


MANDATE OF THE BOARD OF DIRECTORS


 


		1.0	Introduction



 


The board of directors (the “Board”)
of AcuityAds Holdings Inc. (“Company”) is elected by the shareholders of Company and is responsible for the stewardship
of Company. The purpose of this mandate is to describe the principal duties and responsibilities of the Board, as well as some of the
policies and procedures that apply to the Board in discharging its duties and responsibilities.


 


		2.0	Chairperson of the Board



 


The chairperson of the Board (“Chairperson”)
will be appointed by the Board, after considering the recommendation of the Compensation and Corporate Governance Committee, for such
term as the Board may determine.


 


		3.0	Independence



 


The Board will be comprised of a majority of independent
directors. Where the Chairperson is not independent, the independent directors will select one of their number to be appointed lead director
of the Board for such term as the independent directors may determine. If Company has a non-executive, independent Chairperson, then the
role of the lead director will be filled by the non-executive Chairperson. The lead director or non-executive Chairperson will chair regular
meetings of the independent directors and assume other responsibilities that the independent directors as a whole have designated.


 


		4.0	Role and Responsibilities of the Board



 


The role of the Board is to represent the shareholders
of Company, enhance and maximize shareholder value and conduct the business and affairs of Company ethically and in accordance with the
highest standards of corporate governance. The responsibilities of the Board include:


 


		•	strategic planning;



 


		•	understanding and monitoring the political, cultural, legal and business environments in which Company operates;



 


		•	ensuring that procedures are in place for the management of risks identified with management;



 


		•	review and approve annual operating plans and budgets;



 


		•	corporate ethics and integrity;



 


		•	the appointment and supervision of management and, as appropriate, succession planning;



 


		•	delegations and general approval guidelines for management;



 


		•	monitoring financial reporting and management;



 


		•	monitoring internal control and management information systems;



 


		•	corporate disclosure and communications;



 


		•	adopting measures for receiving feedback from stakeholders; and



 






    A-2


     


    

 


		•	adopting key corporate policies designed to ensure that Company, its directors, officers and employees comply with all applicable
laws, rules and regulations and conduct their business ethically and with honesty and integrity.



 


Meetings of the Board will be held at least quarterly,
with additional meetings to be held depending on the state of Company’s affairs and in light of opportunities or risks which Company
faces. In addition, separate, regularly scheduled meetings of the independent directors of the Board will be held at which members of
management are not present.


 


		5.0	Delegations and Approval Authorities



 


The Board will delegate to the Chief Executive
Officer and senior management authority over the day-to- day management of the business and affairs of Company. This delegation of authority
may be subject to specified financial limits and any transactions or arrangements in excess of general authority guidelines will be reviewed
by and subject to the prior approval of the Board. The Board may delegate certain matters it is responsible for to Board committees, presently
consisting of the Audit Committee and the Compensation and Corporate Governance Committee.


 


		6.0	Strategic Planning Process and Risk Management



 


The Board is responsible for strategic planning
regarding the establishment of objectives and goals for Company’s business and the review, approval and modification as appropriate
of the strategies proposed by senior management to achieve such objectives and goals. The Board will review and approve an annual plan
which takes into account, among other things, the opportunities and risks of Company’s business and affairs.


 


The Board, in conjunction with management, shall
be responsible to identify the principal risks of Company’s business and oversee management’s implementation of appropriate
systems to effectively monitor, manage and mitigate the impact of such risks.


 


		7.0	Ethics and Integrity



 


The Board will set the ethical tone for Company
and its management and foster ethical and responsible decision making by management. The Board will take all reasonable steps to satisfy
itself of the integrity of the Chief Executive Officer and management and satisfy itself that the Chief Executive Officer and management
create a culture of integrity throughout the organization.


 


		8.0	Succession Planning, Appointment and Supervision of Management



 


The Board will approve the succession plan for
the Company, including the selection, appointment, supervision and evaluation of the Chief Executive Officer and the other senior officers
of the Company, and will also approve the compensation of the Chief Executive Officer and the other senior officers of Company upon recommendation
of the Compensation and Corporate Governance Committee.


 


		9.0	Monitoring of Financial Reporting and Management



 


The Board will approve all regulatory filings,
including the annual audited financial statements, interim financial statements, the notes and management discussion and analysis accompanying
such financial statements, quarterly and annual reports, management proxy circulars, annual information forms, prospectuses, and all equity
financings, borrowings and all annual operating plans and budgets.


 






    A-3


     


    

 


The Board will adopt procedures that seek to ensure:
the integrity of internal controls and management information systems; compliance with all applicable laws, rules and regulations;
and prevention of violations of applicable laws, rules and regulations relating to financial reporting and disclosure, violation
of Company’s code of business conduct and ethics and fraud.


 


		10.0	Corporate Disclosure and Communications



 


The Board will seek to ensure that corporate disclosure
of the Company complies with all applicable laws, rules and regulations and the rules and regulations of the stock exchanges
upon which Company’s securities are listed. In addition, the Board will adopt procedures that seek to ensure the Board receives
feedback from security holders on material issues.


 


		11.0	Corporate Policies



 


The Board will adopt and review policies and procedures
designed to ensure that Company, its directors, officers and employees comply with all applicable laws, rules and regulations and
conduct Company’s business ethically and with honesty and integrity. Principal policies consist of:


 


		•	Code of Business Conduct and Conflict of Interest Policy;



 


		•	Securities Trading and Confidentiality of Information Policy;



 


		•	Whistleblower Protection Policy;



 


		•	Majority Voting Policy;



 


		•	Disclosure Controls and Procedures; and



 


		•	Internal Controls Over Financial Reporting.



 


		12.0	Review of Mandate



 


The Compensation and Corporate Governance Committee
will periodically review and assess the adequacy of this mandate and recommend any proposed changes to the Board for consideration.


 


The Board may, from time to time, permit departures
from the terms hereof, either prospectively or retrospectively, and no provision contained herein is intended to give rise to civil liability
to securityholders of the Company or other liability whatsoever.


 


		Dated:	May 10, 2021



 


		Approved
                            by:	Board of Directors



 






    A-4