6-K - ILLMF - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of November 2021Commission File Number 001-40469

AcuityAds Holdings Inc.

(Translation of registrant’s name into English)

70 University Ave., Suite 1200Toronto, OntarioM5J 2M4

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ¨	Form 40-F x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INCORPORATION BY REFERENCE

Exhibits 99.1, 99.2, 99.3, 99.4, 9.5 and 9.6 of this Form 6-K are incorporated by reference as additional exhibits to the registrant’s Registration Statement on Form F-10 (File No. 333-256909) and Registration Statement on Form S-8 (File No. 333-258901).

DOCUMENTS INCLUDED AS PART OF THIS REPORT

Exhibit
99.1	Condensed Interim Consolidated Financial Statements (Unaudited) of the Registrant for the three months ended March 31, 2022 and 2021
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Registrant for the three months ended March 31, 2022
99.3	AcuityAds Holdings Inc. – Form 52-109F2 Certificate of Interim Filings by CEO (pursuant to Canadian regulations)
99.4	AcuityAds Holdings Inc. – Form 52-109F2 Certificate of Interim Filings by CFO (pursuant to Canadian regulations)
99.5	Notice of Annual and Special Meeting of Shareholders and Management Information Circular
99.6	Form of Proxy

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACUITYADS HOLDINGS INC.
Date: May 12, 2022	By:	/s/ Elliot Muchnik
		Name:	Elliot Muchnik
		Title:	Chief Financial Officer

Exhibit 99.1

AcuityAds Holdings Inc.

Condensed Interim Consolidated

Financial Statements

(Unaudited)

Three monthsended

March 31,2022, and 2021

(Expressed in Canadian dollars)

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited)

(Expressed in Canadian dollars)

	March 31,<br>2022	December 31,<br>2021
Assets
Current assets
Cash and cash equivalents
Accounts receivable
Prepaid expenses and other

Non-current assets
Deferred tax asset (note 16)
Property and equipment (note 3)
Intangible assets (note 4)
Goodwill

Liabilities
Current liabilities
Accounts payable and accrued liabilities
Income tax payable
Borrowings (note 15)
Lease obligations (notes 5)

Non-current liabilities
Borrowings (note 15)
Lease obligations (notes 5)

Shareholders’<br> Equity (notes 7)

All values are in US Dollars.

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

For the three-monthperiods ended March 31, 2022, and 2021

(Expressed in Canadian dollars)


Revenue
Managed services
Self-service

Media costs
Gross profit
Operating expenses
Sales and marketing (note 17)
Technology (note 11 and 17)
General and administrative (note 17)
Share-based compensation (note 7)
Depreciation and amortization

Income (loss) from operations	)
Finance costs<br> (note 8)
Foreign exchange loss

Net income (loss) before income taxes	)
Income<br> taxes (note 16)	)
Net income (loss) for the period	)
Basic net income<br> (loss) per share (note 9)	)
Diluted net income (loss) per share (note<br> 9)	)
Exchange (gain) loss on translating foreign operations	)	)
Comprehensive income (loss) for the period	)

All values are in US Dollars.

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars unless otherwise stated)


	Common<br> shares
	Number		Amount	Contributed surplus		Warrants	Other reserves	Deficit		Total
Balance – December 31, 2021		60,733,803							)
Shares issued – options<br> exercised		57,499
Share-based compensation (note<br> 7(c))		-
Shares issued – DSUs/RSUs<br> exercised (notes 7(d) and 7(e))		135,228			)
Other comprehensive income		-
Net loss for the period		-							)		)
Balance – March 31, 2022		60,926,530							)

All values are in US Dollars.


	Common<br> shares
	Number		Amount	Contributed surplus		Warrants		Other reserves	Deficit		Total
Balance<br> – December 31, 2020		53,422,024								)
Shares<br> issued – options exercised		611,666
Share-based<br> compensation (note 7(c))		-
Shares<br> issued – Warrants exercised		39,821					)
Shares<br> issued – DSUs/RSUs exercised (notes 7(d) and 7(e))		564,330			)
Other<br> comprehensive income		-
Net<br> income for the period		-
Balance<br> – March 31, 2021		54,637,841								)

All values are in US Dollars.

AcuityAds Holdings Inc.

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)


Cash provided by (used in)
Operating activities
Income (loss) for the period	)
Adjustments to reconcile net income to net cash flows
Depreciation and amortization
Finance costs (note 8)
Share-based compensation (note 7(c))
Foreign exchange loss
Change in non-cash operating working capital
Accounts receivable
Prepaid expenses and other		)
Investment tax credits receivable
Accounts payable and accrued liabilities	)	)
Interest paid – net	)	)

Investing activities
Additions to property and equipment (note 3)	)	)
Additions to intangible assets (note 4)	)
	)	)
Financing activities
Net proceeds from term loans (note 15)
Repayment of term loans principal (note 15)	)	)
Additions to international loans (note 15)
Repayment of international loans (note 15)	)	)
Additions to leases
Repayment of leases	)	)
Proceeds from the exercise of warrants
Proceeds from the exercise of stock options
	)	)
Increase (decrease) in cash and cash equivalents	)
Foreign exchange impact on cash	)	)
Cash and cash equivalents – Beginning of period
Cash and cash equivalents – End of period
Supplemental disclosure of non-cash transactions
Additions to property and equipment under leases

All values are in US Dollars.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

1	Corporate information

AcuityAds Holdings Inc. (“AcuityAds” or the “Company”), and its wholly owned subsidiaries AcuityAds Inc., AcuityAds US Inc., 140 Proof Inc., and ADman Interactive S.L.U. (“ADman”), a company that holds certain technology assets, is a leading provider of targeted digital media solutions, enabling advertisers to connect intelligently with their audiences across online display, video, social and mobile campaigns. AcuityAds is a publicly traded company, incorporated in Canada, and its head office is located at 70 University Ave, Suite 1200, Toronto, Ontario M5J 2M4. The Company’s common shares are listed on the Toronto Stock Exchange in Canada, under the trading symbol “AT, and on the Nasdaq Capital Market in the United States, under the trading symbol “ATY”.

2	Summary of significant accounting policies

Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, applicable to the preparation of condensed interim consolidated financial statements, including International Accounting Standards (IAS) 34, Interim Financial Reporting. The date the Board of Directors authorized the consolidated financial statements for issue is May 12, 2022.

Basis of presentation

These consolidated financial statements are prepared in Canadian dollars (“CAD”), which is the Company’s functional and reporting currency and have been prepared mainly under the historical cost basis. Other measurement bases used are described in the applicable notes.

Significant accounting policies

The disclosures contained in these unaudited condensed interim consolidated financial statements do not include all the requirements of IFRS for annual financial statements. The unaudited condensed interim consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements for the year ended December 31, 2021.

The unaudited condensed interim consolidated financial statements are based on accounting policies, as described in note 2 to the 2021 audited annual consolidated financial statements.

New accounting standards

The following amendments to standards and interpretations became effective for the annual periods beginning on or after January 1, 2022. The application of these amendments and interpretations had no significant impact on the Company’s condensed interim consolidated financial position or results of operations.

Reference to the Conceptual Framework (Amendments to IFRS 3, Business Combinations). The amendments to IFRS 3 update an outdated reference in IFRS 3 without significantly changing its requirements and add an explicit statement that an acquirer does not recognize contingent assets acquired in a business combination.

Fees in the “10 Per Cent Test” for Derecognition of Financial Liabilities (Amendments to IFRS 9, Financial Instruments). The amendments to IFRS 9 clarify which fees an entity includes when it applies the “10 per cent test” in assessing whether to derecognize a financial liability. An entity includes only fees paid or received between the entity (the borrower) and the lender, including fees paid or received by either the entity or the lender on the other’s behalf.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

Property, Plant and Equipment - Proceeds Before Intended Use (Amendments to IAS 16, Property, Plant and Equipment). The amendments to IAS 16 prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognizes the proceeds from selling such items, and the cost of producing those items, in profit or loss.

Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets). The amendments to IAS 37 provide guidance regarding the costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendments specify that the cost of fulfilling a contract comprises the costs that relate directly to the contract and can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts.

Future accounting standards

Classification of Liabilities as Current or Non-current (Amendments to IAS 1, Presentation of Financial Statements). The amendments to IAS 1 provide a more general approach to the classification of liabilities based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the right to defer settlement by at least twelve months and make explicit that only rights in place at the end of the reporting period should affect the classification of a liability. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively.

Disclosure of Accounting Policies (Amendments to IAS 1). The amendments to IAS 1 require an entity to disclose its material accounting policies instead of its significant accounting policies. The amendments clarify that accounting policy information is material if users of an entity’s financial statements would need it to understand other material information in the financial statements. The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied prospectively.

Definition of Accounting Estimates (Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors). The amendments to IAS 8 provide guidance to assist entities in distinguishing between accounting policies and accounting estimates. The amendments replace the definition of a change in accounting estimates with the definition of accounting estimates. Under the new definition, accounting estimates are monetary amounts in financial statements that are subject to measurement uncertainty. The amendments also clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error. In addition, the effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors. The amendments are effective for annual periods beginning on or after January 1, 2023 and are to be applied prospectively.

Deferred Tax on Assets and Liabilities Arising From Lease and Decommissioning Obligation Transactions (Amendments to IAS 12, Income Taxes). The amendments to IAS 12 provide clarifications in accounting for deferred tax on certain transactions such as leases and decommissioning obligations. The amendments clarify that the initial recognition exemption does not apply to transactions such as leases and decommissioning obligations. As a result, entities may need to recognize both a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of leases and decommissioning obligations.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

The amendments are effective for annual periods beginning on or after January 1, 2023 and are to be applied to transactions that occur on or after the beginning of the earliest comparative period presented. The Company is still assessing the impact of adopting these amendments on its future financial statements

3	Property and equipment
	Furniture and fixtures		Data centre equipment		Office computer equipment		Right of use assets		Total
---	---	---	---	---	---	---	---	---	---	---
Net book value – December 31, 2021
Additions
Depreciation		)		)		)		)		)
Net book value – March 31, 2022

All values are in US Dollars.


Net book value – December 31, 2020
Additions
Depreciation	)	)	)	)	)
Net book value – March 31, 2021

All values are in US Dollars.

4	Intangible assets
	Customer relationships	Technology		Total
---	---	---	---	---	---
Net book value – December 31, 2021
Additions
Amortization			)		)
Net book value – March 31, 2022

All values are in US Dollars.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)


Net book value – December 31, 2020
Additions
Amortization	)	)	)
Net book value – March 31, 2021

All values are in US Dollars.

During the three months ended March 31, 2022, the Company capitalized $824,358 (2021 – nil) of development costs relating to revenue generating technology.

5	Lease obligations
	March 31, 2022		December 31, 2021
---	---	---	---	---
Obligations under leases
Less: Current portion		)		)

All values are in US Dollars.

The Company has minimum lease payment commitments under leases for the following amounts:


2022
2023
2024
2025

Less: Interest
Present value of minimum lease payments

All values are in US Dollars.

6	Related party transactions and balances

Directors and officers are eligible to participate in the Company’s long-term incentive plans. During the three months ended March 31, 2022, the Company issued nil (2021 – nil) stock options to directors and officers of the Company (note 7(c)).

During the three months ended March 31, 2022, the Company issued 88,397 DSUs (2021 – 12,273) to directors in lieu of director fees. The directors’ DSUs vest fully after one year.

During the three months ended March 31, 2022, the Company issued 936,404 (2021 – 85,225) RSUs to officers of the Company in lieu of cash bonuses. The officers’ RSUs vest fully over a period of 6 to 36 months.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

7	Share capital and share based payments
a)	Share capital
---	---

As of March 31, 2022, the Company had an unlimited number of common shares authorized for issuance (2021 – unlimited) and 60,926, 530 common shares outstanding (2021 – 54,637,841).

b)	Equity financings

On June 14, 2021, the Company closed a public offering comprised of 5,665,025 common shares issued from treasury and offered by the Company at a price of US$10.15 ($12.25) per share for gross proceeds to the Company of US$57,500,003 ($69,396,556). The offering was completed by a syndicate of underwriters. In consideration for their services, the underwriters received aggregate compensation equal to 5.5% of the gross proceeds of the offering. The Company incurred additional share issuance costs of $1,640,742 in connection with the offering which was recorded as a reduction of equity.

c)	Stock Option Plan and Omnibus Incentive Plan

The Company has a stock option plan (the “Stock Option Plan”), deferred share unit plan (the “Deferred Share Unit Plan”) and an omnibus long-term incentive plan (the “Omnibus Incentive Plan”). Since the adoption of the Omnibus Incentive Plan by shareholders on June 16, 2020, the Company has stopped issuing new stock options under its Stock Option Plan and new DSUs under its Deferred Share Unit plan. Previously issued stock options and DSUs remain outstanding and are governed by the plans under which they were initially issued.

Under the Stock Option Plan, the Board of Directors granted stock options to employees, officers, directors and consultants of the Company. The expiry date of options granted under the Stock Option Plan typically did not exceed five years from the grant date. The vesting schedule was at the discretion of the Board of Directors and was generally annually over a three-year period. The exercise price of options was equal to the market price per share on the day preceding the grant date.

The Omnibus Incentive Plan allows for a variety of equity-based awards to be granted to officers, directors, employees, and consultants (in the case of stock options, PSUs and RSUs) and non-employee directors (in the case of DSUs). Stock 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.

The maximum number of common shares reserved for issuance, in the aggregate, under the Omnibus Incentive Plan, the Stock Option Plan, the Deferred Share Unit Plan of the Company 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 at March 31, 2022, the Company was entitled to issue a maximum of 9,138,980 equity-based awards, collectively under the Omnibus Incentive Plan, the existing Stock Option Plan, the existing DSU Plan and any other security-based compensation arrangement.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

The following table summarizes the continuity of options issued under the Stock Option Plan:

				March 31, 2022				March 31, 2021
	Number<br> <br>ofoptions			Weighted average exercise price	Number<br> <br>ofoptions			Weighted average exercise price
Outstanding – Beginning of period		1,094,001				1,865,519
Granted		-				3,333
Forfeited or cancelled		(90,000	)			-
Exercised		(57,499	)			(611,666	)
Outstanding – End of period		946,502				1,257,186
Options exercisable – End of period		817,167				780,688

All values are in US Dollars.

The following table summarizes the continuity of options issued under the Omnibus Incentive Plan:

			March 31, 2022			March 31, 2021
	Number<br> <br>of options<br> <br>****		Weighted average exercise price	Number<br> <br>ofoptions		Weighted average exercise price
Outstanding – Beginning of period		23,334			35,000
Granted		-			-
Forfeited or cancelled		-			-
Exercised		-			-
Outstanding – End of period		23,334			35,000
Options exercisable – End of period		-			-

All values are in US Dollars.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

A summary of the Company’s combined stock options and Omnibus options outstanding under the above plans is as follows:

	March 31, 2022
Range of<br> <br>exercise<br> <br>prices<br> <br>$	Number of<br> <br>options		Weighted<br> <br>average<br> <br>remaining<br> <br>contractual<br> <br>life (years)		Weighted<br> <br>average<br> <br>number of<br> <br>options<br> <br>exercisable
0.96		3,333		1.42		3,333
1.06		32,134		1.50		32,134
1.13		68,333		3.17		55,000
1.14		10,000		1.67		10,000
1.15		20,000		2.67		13,333
1.27		8,334		2.42		5,000
1.55		58,033		2.17		18,699
1.59		173,334		2.92		106,667
1.71		503,001		2.00		503,001
1.94		40,000		0.67		40,000
2.09		23,334		3.42		-
4.12		7,500		0.17		7,500
4.47		22,500		0.42		22,500
		969,836				817,167
	March 31, 2021
---	---	---	---	---	---	---
Range of<br> <br>exercise<br> <br>prices<br> <br>$	Number of<br> <br>options		Weighted<br> <br>average<br> <br>remaining<br> <br>contractual<br> <br>life (years)		Weighted<br> <br>average<br> <br>number of<br> <br>options<br> <br>exercisable
0.96		37,333		2.42		667
1.06		132,168		2.50		43,667
1.13		95,000		4.17		-
1.14		10,000		2.67		6,667
1.15		20,000		3.67		6,667
1.27		8,334		3.42		1,668
1.55		83,017		3.17		4,351
1.59		185,000		3.92		51,668
1.71		506,334		3.00		485,333
1.94		50,000		0.42		50,000
2.09		35,000		4.42		-
4.12		7,500		1.17		7,500
4.47		22,500		1.42		22,500
4.60		100,000		1.00		100,000
		1,292,186				780,688

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

During the three months ended March 31, 2022, the Company recorded share-based compensation expense under the Black-Scholes option pricing model, related to stock options granted to employees, officers, directors and consultants of the Company of $1,478,997 (2021 – $864,392).

During the three months ended March 31, 2022, the Company granted nil (2021 – 3,333) stock options to employees, officers, directors, and consultants of the Company. Of those options, nil (2021 – nil) options were granted to officers or employees of the Company. Nil (2021 – 3,333) options were granted to consultants as compensation for services rendered.

During the three months ended March 31, 2022, 57,499 options were exercised at a weighted average exercise price of $1.21 per option, for gross proceeds of $69,298 (2021 – 611,666 were exercised at a weighted average price of $1.40 for gross proceeds of $857,882).

During the three months ended March 31, 2022, the Company granted nil (2021 – nil) options under the Omnibus Incentive Plan with a weighted average exercise price of nil (2021 – nil) to employees, officers, and directors.

During the three months ended March 31, 2022, nil (2021 – nil) options under the Omnibus Incentive Plan were exercised.

Share-based compensation expense was determined based on the fair value of the options at the date of measurement using the Black-Scholes option pricing model with the weighted average assumptions for options granted during the period ended March 31, 2022 and 2021 as follows:


Weighted average grant date fair value of options granted
Weighted average assumptions used
Expected option life
Risk-free interest rate	%	%
Expected volatility	%	%

All values are in US Dollars.

The expected volatility was estimated based on the historical volatility of the Company’s common shares that covers the expected life of the options granted. The expected option life was estimated based on historical data and represents the numbers of years the options are expected to be outstanding. The risk-free rate was estimated based on the Government of Canada marketable bonds with a term that covers the expected life of the options granted.

d)	Deferred<br> share units

During the three months ended March 31, 2022, the Company issued a total of 110,136 (2021 – nil) DSUs , of which 88,397 were issued to directors with one year vesting periods and 21,739 were issued to consultants of the Company, vesting every year in the measure of one third. During the three months ended March 31, 2022, 82,736 DSUs were exercised (2021 – 374,496).

e)	Restricted<br> share units

During the three months ended March 31, 2022, the Company issued 1,380,420 (2021 – 171,693) RSUs to employees, officers, directors, and consultants of the Company. During the three months ended March 31, 2022, 52,492 (2021 – 189,834) RSUs were exercised.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

8	Finance costs
	March 31, 2022	March 31, 2021
---	---	---
Finance costs
Interest on finance leases and other interest
Interest and fees on term loans (note 15 (a))

All values are in US Dollars.

9	Net income (loss) per share

The computations for basic and diluted net income (loss) per share for the three months ended March 31, 2022, and 2021 are as follows:

	2022		2021
Net income (loss) for the period		)
Weighted average number of shares outstanding – basic
Net income (loss) per share – basic		)
Dilutive effect of stock options
Dilutive effect on DSUs
Dilutive effect on RSUs
Diluted weighted average number of shares outstanding
Net income (loss) per share – diluted		)
Items excluded from the calculation of diluted net loss per share because the exercise price was greater than the average market price of the common shares or due to their anti-dilutive effect
Stock options, DSUs, and RSUs

All values are in US Dollars.

Net income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares outstanding during the relevant period. Diluted weighted average number of shares reflects the dilutive effect of equity instruments, such as any “in the money” stock options, RSUs, or DSUs. In the periods with reported net losses, all stock options, RSUs, and DSUs are deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal, and thus “in the money” stock options, RSUs, and DSUs have not been included in the computation of net loss per share because to do so would be anti-dilutive.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

10	Segment information

The Company’s assets and operations are substantially located in Canada; however, the Company also has employees and customers in the United States and Europe and generates revenue in each region. Revenue by region for the three months ended March 31, 2022, and 2021 is as follows:

	2022	2021
United States
Canada
Europe and other

All values are in US Dollars.

During the three months ended March 31, 2022, the Company had two customers that each represented 5% (2021 – one customer who represented 18%) of total revenue.

11	Government assistance

During the year ended December 31, 2020, the Company secured a $3,000,000 commitment funding from the National Research Council’s Industrial Research Assistance Program (“IRAP”). In January 2021, the Company secured an additional $535,200 commitment to bring the total commitment to $3,535,200. During the year ended December 31, 2021, the Company received $2,149,092 of this commitment from IRAP, and the amount was used to reduce technology costs on the consolidated statement of comprehensive income. As of December 31, 2021, the Company has recognized the full amount of $3,535,200 from the IRAP commitment.

12	Financial instruments

Classification of financial instruments

The following table provides the allocation of financial instruments and their associated financial instrument classifications:

	Loans and receivables/ financial liabilities (Amortized cost)
Measurement basis	March 31, 2022	December 31, 2021
Financial assets
Cash and cash equivalents
Accounts receivable

All values are in US Dollars.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

	Loans and receivables/ financial liabilities
	(Amortized cost)
Measurementbasis	March 31, 2022	December 31, 2021
Financial liabilities
Accounts payable and accrued liabilities
Term loans
International loans
Lease obligations

All values are in US Dollars.

Fair value measurements

The Company provides disclosure of the three-level hierarchy that reflects the significance of the inputs used in making the fair value measurement. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, current portion of finance lease obligations, and current portion of term loans approximate their fair values given their short-term nature. The carrying value of the non-current liabilities approximates their fair value, given that the difference between the discount rates used to recognize the liabilities in the consolidated statements of financial position and the market rates of interest is not considered significant. The three levels of fair value hierarchy based on the reliability of inputs are as follows:

∙	Level<br> 1 – inputs are quoted prices in active markets for identical assets and liabilities.
∙	Level<br> 2 – inputs are based on observable market data, either directly or indirectly other<br> than quoted prices; and
---	---
∙	Level<br> 3 – inputs are not based on observable market data.
---	---

There were no transfers of financial assets during the three months ended March 31, 2022, and 2021 between any of the levels.

13	Capital risk management

The Company’s objectives in managing capital are to ensure sufficient liquidity to pursue its strategy of organic growth combined with strategic acquisitions and to provide returns to its shareholders. The Company defines capital that it manages as the aggregate of its shareholders’ equity, which comprises issued capital, contributed surplus and deficit. The Company manages its capital structure and makes adjustments to it in working capital requirements. In order to maintain or adjust its capital structure, the Company, upon approval from the Board of Directors, may issue shares, repurchase shares, pay dividends or undertake other activities as deemed appropriate under the specific circumstances. The Company is not subject to externally imposed capital requirements, except for certain monthly financial covenants associated with the revolving line of credit as described in note 15.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three-month periods endedMarch 31, 2022, and 2021

(Expressed in Canadian dollars)

14	Financial risk management

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s risk management policies on an annual basis. Management identifies and evaluates financial risks and is charged with the responsibility of establishing controls and procedures to ensure that financial risks are mitigated in accordance with the approved policies.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises from the Company’s accounts receivable and cash. As of March 31, 2022, three customers each represented more than 5% of the gross accounts receivable balance of $25,245,495. As of December 31, 2021, two customers represented more than 5% of the gross accounts receivable balance of $31,310,642.

The Company reviews the components of these accounts on a regular basis to evaluate and monitor this risk. The Company’s customers are generally financially established organizations, which limits the credit risk relating to the customers. In addition, credit reviews by the Company take into account the counterparty’s financial position, past experience and other factors.

As of March 31, 2022, the allowance for expected credit loss was $377,488 (2021 – $338,034). In establishing the appropriate allowance for expected credit loss, management makes assumptions with respect to the future collectability of the receivables. Assumptions are based on an individual assessment of a customer’s credit quality as well as subjective factors and trends. Overdue accounts as of March 31, 2022, were $2,145,100 (2021 – $3,572,670), which is in the normal course of business. Management believes that the allowance is adequate.

The Company from time to time invests its excess cash in accounts with Schedule I banks and Silicon Valley Bank (“SVB”), a large U.S. based bank, with the objective of maintaining the safety of the principal and providing adequate liquidity to meet current payment obligations and future planned capital expenditures and with the secondary objective of maximizing the overall yield of the portfolio. The Company’s cash as of March 31, 2022, is not subject to external restrictions. Investments must be rated at least investment grade by recognized rating agencies. Given these high credit ratings, the Company does not expect any counterparties to these investments to fail to meet their obligations.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure, to the extent possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages its liquidity risk by continually monitoring forecasted and actual revenue and expenditures and cash flows from operations. Management is also actively involved in the review and approval of planned expenditures. The Company’s principal cash requirements are for principal and interest payments on its debt, capital expenditures and working capital needs. The Company uses its operating cash flows, loans and borrowings and cash balances to maintain liquidity. In the event that future cash flows from operations are lower than expected, the Company may need to seek additional financing, either by issuing additional equity or by undertaking additional borrowings. There is no certainty that additional financing will be available or that it will be available on attractive terms.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

Forthe three-month periods ended March 31, 2022, and 2021

(Expressed in Canadian dollars)

The following are the contractual maturities for the financial liabilities:

	March 31,<br><br><br><br>2022
		Carrying<br> <br>amount<br> <br>$	Total<br> <br>contractual<br> <br>cash flows<br> <br>$	Less<br> <br>than<br> <br>1 year<br> <br>$	1 to 3<br> <br>Years<br> <br>$	>3 years<br> <br>$
Accounts<br> payable and accrued liabilities		19,246,939	19,246,939	19,246,939	-	-
International<br> Loans		962,565	962,565	603,596	358,969	-
Term<br> Loans		5,201,269	5,472,207	2,421,100	3,051,107	-
Lease<br> Obligation		3,891,631	4,121,934	1,973,346	2,148,588	-
		29,302,404	29,803,645	24,244,981	5,558,664	-
	**<br><br><br><br>December 31,<br><br><br><br>2021**
---	---	---	---	---	---	---
		Carrying<br> <br>amount<br> <br>$	Total<br> <br>contractual<br> <br>cash flows<br> <br>$	Less<br> <br>than<br> <br>1 year<br> <br>$	1 to 3<br> <br>Years<br> <br>$	>3 years<br> <br>$
Accounts<br> payable and accrued liabilities		24,853,497	24,853,497	24,853,497	-	-
International<br> Loans		882,085	882,085	467,312	414,773	-
Term<br> loans		5,916,956	6,222,416	2,478,838	3,743,578	-
Lease<br> Obligation		4,206,869	4,724,847	2,058,161	2,666,686
		35,859,407	36,682,845	29,857,808	6,825,037

Interest rate risk

Interest rate risk is the risk of financial loss to the Company if interest rates increase on interest-bearing instruments. The revolving line of credit bears interest at 4.6%. The term loans bear interest at a fixed rate of 3.85%, which the Company believes is consistent with market interest rates for this type of debt

Foreign exchange or currency risk

The Company is exposed to foreign exchange risk from purchase transactions, as well as recognized financial assets and liabilities denominated in U.S. dollars. The Company’s main objective in managing its foreign exchange risk is to maintain U.S. cash on hand to support US forecasted obligations and cash flows. To achieve this objective, the Company monitors forecasted cash flows in foreign currencies and attempts to mitigate the risk by modifying the nature of cash held.

If a shift in foreign currency exchange rates of 10% were to occur, the foreign exchange gain or loss on the Company’s net monetary assets could change by approximately $10,317,323 due to the fluctuation and this would be recorded in the consolidated statements of comprehensive income.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

Forthe three-month periods ended March 31, 2022, and 2021

(Expressed in Canadian dollars)

Balances held in U.S. dollars are as follows in CAD:

	March 31, 2022	December 31, 2021
Cash
Accounts receivable
Accounts payable

All values are in US Dollars.

15	Borrowings
a)	Term Loan
---	---

On April 12, 2020, the Company borrowed US$5,400,00 from SVB in the form of a secured term loan that expires April 1, 2024 (the “Secured Term Loan”), and bears interest at the annual rate equal to the greater of (i) prime plus 2.0% and (ii) 6.75%. All transaction costs related to the Secured Term Loan have been capitalized and deferred and are being amortized over the term of the Secured Term Loan under the effective interest rate method and included in finance costs.

On November 9, 2020, the Company and SVB agreed to increase the availability under the Secured Term Loan by additional US$2,350,000 to a total of US$7,750,000.

On December 24, 2020, the Company and SVB agreed to amend the applicable interest rate of the Secured Term Loan to the greater of prime plus 1.50% and 4.75%. On December 31, 2020, the prime rate was 3.25%.

On May 4, 2021, the Company and SVB agreed to amend the applicable interest rate of the Secured Term Loan to the greater of prime plus 0.60% and 3.85%. On September 30, 2021, the prime rate was 3.25%.

The following table outlines the activity of the term loans during the three months ended March 31, 2022, and 2021:


Amortized cost – January 1, 2022	5,916,956
Accrued interest	89,696
Payment of interest	(55,954
Principal amount repaid	(777,261
Exchange	27,832
Balance – March 31, 2022	5,201,269

All values are in US Dollars.


Amortized cost – January 1, 2021	8,278,004
Accrued interest	127,287
Payment of interest	(93,671
Principal amount repaid	(616,722
Exchange	(155,689
Balance – March 31, 2021	7,539,209

All values are in US Dollars.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

Forthe three-month periods ended March 31, 2022, and 2021

(Expressed in Canadian dollars)

The credit facilities are subject to certain general and financial covenants, including the delivery of annual audited consolidated financial statements to the holders. The credit facilities are secured by all material assets of the Company. The Company was not in breach of any covenants as at March 31, 2022.

b)	International loans

On June 15, 2018, as a part of the acquisition of ADman, the Company assumed various government and bank loans and lines of credits.

Term loans

Term loans outstanding amounting to $767,433 (Euro 530,128) as at March 31, 2022 (2021: $1,288,519: Euro 874,272). The interest rates of 1.75% to 4.60% and maturity date from August 17, 2022 to May 21, 2025 for these unsecured term loans held during the period ended March 31, 2022, and 2021.

Line of credit

The line of credit payables amounting to $195,132 (Euro 139,610) as at March 31, 2022 (2021: $22,180: Euro 13,661) is secured against ADman’s accounts receivable as at March 31, 2022 and 2021. The interest rates of Euribor + 1.95% to Euribor 2.25% and maturity date from May 19, 2022 to April 16, 2023 for these line of credit payables held during the period ended March 31, 2022, and 2021.

16	Income taxes

Income tax expense is recognized based on management’s estimate of the weighted average annual income tax rate expected for the full financial year.

17	Expenses by nature
	March 31,<br> 2022	March 31,<br> 2021
---	---	---
Employee wages, salaries and benefits
Professional fees
Contractor consulting fees
Hosting and data costs
Insurance
Public company fees
Other

All values are in US Dollars.

For the period ended March 31, 2022 and 2021 the Company recorded the following subsidies which have all been offset against employee wages, salaries and benefits:

	March 31,<br> 2022	March 31,<br> 2021
IRAP

All values are in US Dollars.

AcuityAds Holdings Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

Forthe three-month periods ended March 31, 2022, and 2021

(Expressed in Canadian dollars)

18	Subsequent event

On May 4, 2022, the Company announced that the Toronto Stock Exchange (“TSX”) has accepted the Company’s notice of intention to make a normal course issuer bid ("NCIB") to purchase up to 5,500,000 common shares The NCIB will commence on May 16, 2022. The Company is permitted to purchase up to the calculated amount or 10% of the public float.

All common shares purchased by the Company under the NCIB will be purchased at prevailing market prices in accordance with the rules and policies of the TSX and applicable securities laws. The actual number of common shares that may be purchased, and the timing of any such purchases, will be determined by the Company, subject to the applicable terms and limitations of the NCIB. All common shares acquired by the Company under the NCIB will be cancelled.

The NCIB will terminate one year after its commencement, or earlier if the maximum number of common shares under the NCIB have been purchased. Although the Company has a present intention to acquire its common shares pursuant to the NCIB, the Company will not be obligated to make any purchases and purchases may be suspended by the Company at any time. The Company reserves the right to terminate the NCIB earlier if it feels it is appropriate to do so.

In connection with the NCIB, subject to approval of the TSX, AcuityAds intends on entering into an automatic share purchase plan (the “ASPP”) with its designated broker to allow for the purchase of Shares under the NCIB at times when AcuityAds normally would not be active in the market due to internal trading black-out periods. Such purchases will be determined by the broker at its sole discretion, based on the purchasing parameters set out by the Company in accordance with the rules of the TSX, applicable securities laws and the terms of the ASPP. During the term of the ASPP, the Company will not communicate any material undisclosed or non-public information to the trading staff of the broker; accordingly, the broker may make purchases regardless of whether a trading blackout period is in effect or whether there is material undisclosed or non-public information about the Company at the time that purchases are made under the ASPP.

Exhibit 99.2

AcuityAds Holdings Inc.

MANAGEMENT’SDISCUSSION AND ANALYSIS

FOR THETHREE MONTHS ENDED MARCH 31, 2022

Dated May 12, 2022

70 University Ave

Suite 1200

Toronto, ON M5J 2M4

www.acuityads.com

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Management’s discussion & analysis

This Management’s Discussion and Analysis (“MD&A”) explains the variations in the consolidated operating results and financial position and cash flows of AcuityAds Holdings Inc. (“AcuityAds” or the “Company”) as at and for the three months ended March 31, 2022. This analysis should be read in conjunction with AcuityAds’ condensed interim consolidated financial statements for the three months ended March 31, 2022, and related notes (the “Condensed Interim Consolidated Financial Statements”). The Condensed Interim Consolidated Financial Statements and extracts of those Condensed Interim Consolidated Financial Statements provided in this MD&A, were prepared in Canadian dollars and in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board, using the accounting policies described therein. As a result of the rounding of dollar differences, certain total dollar amounts in this MD&A may not add exactly to their constituent amounts. All amounts are presented in Canadian dollars unless otherwise indicated. Throughout this MD&A, percentage changes are calculated using numbers rounded as they appear. Readers are cautioned that this MD&A contains certain forward-looking information. (Please see the “Forward Looking Statements” section below for a discussion of the use of such information in this MD&A).

The Condensed Interim Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

The information in this report is dated as at May 12, 2022.

Non-IFRS Financial Measures

This MD&A includes certain measures which are not defined terms in accordance with IFRS such as “Net Revenue”, “Net Revenue margin”, and “Adjusted EBITDA”.

The term “Net Revenue” or Gross Profit refers to the net amount of revenue after deducting direct media costs. Net Revenue is used for internal management purposes as an indicator of the performance of the Company’s solution in balancing the goals of delivering excellent results to advertisers while meeting the Company’s margin objectives and, accordingly the Company believes it is useful supplemental information to include in this MD&A. The term “Net Revenue margin” or Gross Margin refers to the amount that “Net Revenue” represents as a percentage of total revenue for a given period.

“Adjusted EBITDA” refers to net income 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, executive transition expenses and adjustments to the carrying value of investment tax credits receivable. The Company believes that Adjusted EBITDA is useful supplemental information as it provides an indication of the results generated by the Company’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 Company’s management and board of directors to understand and evaluate the Company’s operating performance, to prepare annual budgets and to help develop operating plans.

“Net Revenue”, “Net Revenue margin”, and “Adjusted EBITDA” are not measures of performance under IFRS and should not be considered in isolation or as a substitute for comprehensive income (loss) prepared in accordance with IFRS or as a measure of operating performance or profitability. “Net Revenue”, “Net Revenue margin”, and “Adjusted EBITDA” do not have a standardized meaning prescribed by IFRS and are not necessarily comparable to similar measures presented by other companies.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

FORWARD-LOOKING STATEMENTS

Certain statements in this MD&A that arenot current or historical factual information may constitute “forward-looking” statements within the meaning of applicablesecurities laws, regarding, among other things, the beliefs, plans, objectives, strategies, estimates, intentions or expectations ofthe Company, including as they relate to its financial results and its projected total revenue growth, its ability to execute on itsinvesting and business strategies, the benefits of the illumin platform and AcuityAds’ programmatic marketing platform (the “ProgrammaticMarketing Platform”), and the effect of the COVID-19 pandemic on the Company’s business and operations. When used inthis MD&A, forward looking statements can be identified by the use of words such as “may”, or by such words as “will”, “intend”, “believe”, “estimate”, “consider”, “expect”, “anticipate”,and “objective” and similar expressions or variations of such words. Forward-looking statements are, by their nature, notguarantees of the Company’s future operational or financial performance and are subject to risks and uncertainties and other factorsthat could cause the Company’s actual results, performance, prospects, or opportunities to differ materially from those expressedin, or implied by, these forward-looking statements. No representation or warranty is intended with respect to anticipated future results,or that estimates, or projections will be sustained. Forward-looking information is provided for the purpose of providing informationabout management’s current expectations and plans and allowing investors and others to get a better understanding of the Company’soperations. Forward-looking information may not be appropriate for other purposes.

In developing the forward-looking statementsin this MD&A, the Company has applied several material assumptions, including the availability of financing on reasonable terms,and general business and economic conditions. Many risks, uncertainties and other factors could cause the actual results of AcuityAdsto differ materially from the results, performance, achievements, or developments expressed or implied by forward-looking statementsthat are contained in this MD&A. These risks, uncertainties and other factors include, but are not limited to the following: overalleconomic conditions, rapid technological changes, use of cookies, demand for the Company’s products and services, the Company’sability to retain existing customers and attract new customers, including under the illumin platform; the Company’s ability toexpand into additional advertising channels and expand its customer base in Canada, the U.S. and globally; the introduction of competingtechnologies, competitive pressures, network restrictions, fluctuations in foreign currency exchange rates, and other factors that maycause the actual results, performance or achievements to differ materially from those expressed or implied in these forward-looking statements.In addition, the effects of COVID-19, including the duration, spread and severity of the pandemic, create additional risks and uncertaintiesfor the Company. In particular, the impact of the virus and government authorities’ and public health officials’ responsesthereto may affect the Company’s actual results, performance, prospects, or opportunities; domestic and global credit and capitalmarkets and the Company’s ability to access capital on favorable terms, or at all; and the health and safety of the Company’semployees.

Any financial outlook and future-orientedfinancial information (as defined in applicable securities laws) contained in this MD&A regarding prospective financial performance,financial position or cash flows, is based on assumptions about future economic conditions or courses of action based on management’sassessment of the relevant information that is currently available. Future-oriented financial information contains forward-looking informationand is based on a number of material assumptions and factors, as are set out above. The actual results of the Company’s operationsfor any period will likely vary from the amounts set forth in these projections and such variations may be material. Actual results willvary from projected results. Readers are cautioned that any such financial outlook and future-oriented financial information containedherein should not be used for purposes other than those for which it is disclosed herein.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Readers are cautioned not to place undue relianceon these forward-looking statements, which speak only as of the date of the MD&A or as of the date otherwise specifically indicatedherein. Due to risks and uncertainties, including the risks and uncertainties elsewhere in this MD&A, actual events may differ materiallyfrom current expectations. These risks and uncertainties include, among other things, the factors discussed in “Risk Factors”section of this MD&A and under the “Risk Factors” section of the Annual Information Form for the year ended December 31,2021 available on SEDAR at www.sedar.com. The Company disclaims any intention or obligation to update or revise any forward-looking statements,whether as a result of new information, future events or otherwise. All forward-looking statements contained in the MD&A are expresslyqualified in their entirety by this cautionary statement.

OVERVIEW

AcuityAds is a technology company that enables marketers to connect intelligently with audiences across video, mobile, social and online display advertising campaigns. AcuityAds’ Programmatic Marketing Platform, powered by proprietary machine learning technology, is at the core of its business, accompanied by patented solutions for analytics-led video and mobile targeting that leverages data. AcuityAds empowers marketers by offering near real-time reporting and analytics, bringing accountability to programmatic advertising to deliver business results and help solve the key challenges that digital advertisers face. AcuityAds is headquartered in Toronto and has offices in the U.S., Canada, Spain, France, Brazil, Chile, Mexico, Colombia and Argentina. Its key customers include both agencies and brands, including large Fortune 500 enterprises and small to mid-sized businesses. AcuityAds’ technology enables programmatic advertising, which is the automated buying and selling of advertising inventory electronically. The platform is based on proprietary machine learning technology, the branch of artificial intelligence involving systems that learn from data inputs and outputs and can perform actions without the need for explicit programming. The platform has the capability to process billions of bid requests on a daily basis. AcuityAds’ Programmatic Marketing Platform allows advertisers to manage their purchasing of online display advertising in real-time using programmatic ad buying, a method of buying online display advertising in which ad spots (called impressions) are released in an auction that occurs in milliseconds. AcuityAds purchases impressions for advertisers through agreements with publishers, ad networks and ad exchanges. Its technology platform benefits advertisers by enabling them to target specific audiences based on demographic and psychographic parameters as well as manage their bid amounts to purchase the advertising inventory that is most relevant for their campaigns. Real-time reporting enables advertisers to monitor specific performance metrics and react and pivot quickly to optimize campaigns to help ensure they achieve consumer targeting goals and key performance indicators. On October 1, 2020, the Company officially launched its advertising automation platform, illumin™. illumin is an advertising automation technology that offers planning, buying and omnichannel intelligence from a single platform, allowing advertisers to map their consumer journey playbooks across screens and execute in real-time using programmatic technology. illumin enables creation of consumer journeys with custom messages tied to propensity-scored audiences, increasing efficiency and return on advertising investments. For the three months ended March 31, 2022, revenue derived from illumin was $7,862,748 compared to $3,206,159 revenue in the comparable 2021 period.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

RESULTS OF OPERATIONS

Significant developments during the threemonths ended March 31, 2022, and to the date of this report include the following:

On May 4, 2022, the Company announced that the Toronto Stock Exchange (“TSX”) has accepted the Company’s notice of intention to make a normal course issuer bid ("NCIB") to purchase up to 5,500,000 common shares. The NCIB will commence on May 16, 2022. The Company is permitted to purchase up to the calculated amount or 10% of the public float.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Results for the three months ended March 31,2022, and 2021

The following table provides selected financial information from the condensed interim consolidated statements of income (loss) for the three months ended March 31, 2022, and 2021:

****	Three months ended		****	Three months ended
****	March 31,		****	March 31,
****	2022		****	2021
Revenue	$	23,820,888		$	27,454,592
By line of service:
Managed services		15,764,729			22,256,217
Self-service		8,056,159			5,198,375
By geography:
US		16,003,103			21,430,134
Canada		3,821,183			3,111,483
Other		3,996,602			2,912,975
Gross Profit (Net Revenue)		11,919,458			14,364,092
Adjusted EBITDA^1^	$	174,800		$	4,541,454
Income (loss) from operations		(2,600,977	)		2,237,487
Net income (loss)		(4,490,393	)		1,363,881
Net income (loss) per share (basic<br> and diluted) ^2^		(0.07	)		0.03
(1)	As defined in “Non-IFRS Financial Measures”.
---	---
(2)	Exercisable options to purchase 817,167 (2022<br> – 780,668) common shares and nil (2021 – 800) warrants were outstanding as at<br> March 31, 2022. The weighted average number of options and warrants were excluded from<br> the calculation of diluted loss per share for the periods ended March 31, 2022, and<br> 2021 because their inclusion would have been anti-dilutive.
---	---

Three months ended March 31, 2022, and2021

Revenue for the three months ended March 31, 2022 was $23,820,888, a decrease of $3,633,704 from $27,454,592 for the three months ended March 31, 2021. Sales of the Company’s managed services platform for the three months ended March 31, 2022, were $15,764,729, a decrease of $6,491,488 from $22,256,217 for the three months ended March 31, 2021. Sales of the Company’s self-service platform for the three months ended March 31, 2022 were $8,056,159, an increase of $2,857,784 from $5,198,375 for the three months ended March 31, 2021. The decrease in total revenue for the three months ended March 31, 2022 was primarily a result of lower spend due to typical seasonal factors which are exacerbated by economic headwinds such as supply chain challenges.

Revenue generated in the United States for the three months ended March 31, 2022 was $16,003,103, a decrease of $5,427,031 from $21,430,134 for the three months ended March 31, 2021. Revenue generated in Canada for the three months ended March 31, 2022 was $3,821,183, an increase of $709,700 from $3,111,483 for the three months ended March 31, 2021. Other revenue increased from $2,912,975 to $3,996,602 during the three months ended March 31, 2022.

Adjusted EBITDA for the three months ended March 31, 2022 was $174,800, a decrease of $4,366,654 from $4,541,454 for the three months ended March 31, 2021. The year-over-year decrease in Adjusted EBITDA was primarily attributable to higher operating expenses and lower revenues. Net loss for the three months ended March 31, 2022 was $4,490,393, a decrease of $5,854,274 from Net Income of $1,363,881 for the three months ended March 31, 2021. The decrease in net income was a result of an increase in operating expenses and a decrease in managed revenue.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

The Company’s revenues and operating results may vary from quarter to quarter as a result of a variety of factors, some of which are outside of the Company’s control, including seasonality and cyclicality.

Seasonality may be affected by customer mix, such that retail advertisers may concentrate their advertising spending with AcuityAds in the fourth quarter while entertainment advertisers may concentrate their spending to coincide with the launch and display of content, such as television shows or movies. The Company’s rapid growth has led to fluctuating overall operating results due to investments in AcuityAds’ sales and marketing and research and development from quarter to quarter and increases in employee headcount. As a result of these factors, one quarter’s operating results are not necessarily indicative of a future quarter’s operating results.

Net Revenue

The following table sets out a reconciliation of Net Revenue (Gross Profit) to Revenue for each of the periods indicated:

****	Three months ended		****	Three months ended		****
****	March 31,		****	March 31,		****
****	2022		****	2021		****
Revenue	$	23,820,888		$	27,454,592
Media costs		11,901,430			13,090,500
Net Revenue		11,919,458			14,364,092
Net Revenue margin		50.04	%		52.32	%

Three months ended March 31, 2022, and 2021

Media costs comprise advertising impressions that the Company purchased from real-time advertising exchanges or through other third parties. For the three months ended March 31, 2022, media costs were $11,901,430 compared to $13,090,500 for the three months ended March 31, 2021. The decrease of $1,189,070 in media costs was attributable to the decreased revenue during the period. Net revenue margin was 50% for the three months ended March 31, 2022, compared to 52% for the three months ended March 31, 2021.

Reconciliation of net income (loss) to Adjusted EBITDA for the threemonths ended March 31, 2022, and 2021

The following table presents a reconciliation of Net Income (loss) to Adjusted EBITDA for the periods indicated:

****	Three months ended		****	Three months ended
****	March 31,		****	March 31,
****	2022		****	2021
Net income (loss) for the period	$	(4,490,393	)	$	1,363,881
Adjustments:
Finance costs		145,855			274,880
Foreign exchange loss		1,791,102			568,483
Depreciation and amortization		1,203,999			1,383,026
Income taxes (recovery)		(47,541	)		30,243
Share-based compensation		1,478,997			864,392
Severance expenses		13,649			56,549
Other expenses		79,132			-
Total adjustments		4,665,193			3,177,573
Adjusted EBITDA	$	174,800		$	4,541,454

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Three months ended March 31, 2022 and2021

Adjusted EBITDA for the three months ended March 31, 2022 was $174,800 compared to $4,541,454 for the three months ended March 31, 2021. The year-over-year decrease of $4,366,654 in Adjusted EBITDA was primarily attributable to higher operating expenses and lower revenues.

Operating Expenses, Finance Costs, and ForeignExchange

The following table summarizes various expenses for the three months ended March 31, 2022, and 2021:

****	Three months ended		Three months ended
****	March 31,		March 31,
****	2022		2021
Sales and marketing	$	5,388,432	$	4,554,024
Technology		3,298,330		3,793,370
General and administrative		3,150,677		1,531,793
Share-based compensation		1,478,997		864,392
Depreciation and amortization		1,203,999		1,383,026
Finance costs		145,855		274,880
Foreign exchange (gain) loss		1,791,102		568,483

Sales and marketing expenses

Sales and marketing expenses consist of all costs associated with selling and marketing the Company’s services and products. The costs include all salary and benefit costs, personnel costs, commissions and variable compensation, travel, marketing, payroll taxes and employee health and related benefit expenses, for the sales, marketing, and account management teams. Sales and marketing expenses for the three months ended March 31, 2022 were $5,388,432, an increase of $834,408 compared to the same period of the prior year. The year-over-year increase was primarily related to the increase in the sales team and increase in sales-related expense due to the lifting of COVID-19 travel restrictions, capacity limits, and vaccine requirements . Sales and marketing expenses represented 23% of revenue for the three months ended March 31, 2022, compared with 17% for the same period of the prior year.

Technology

Technology expenses consist of all costs associated with increasing the Programmatic Marketing Platform’s effectiveness and efficiency. The majority of such costs comprise of salary and benefit costs and costs associated with housing the required computer equipment. Technology expenses for the three months ended March 31, 2022, were $3,298,330, a decrease of $495,040 compared to the same period of the prior year. Excluding government grants and capitalized salaries, during the three months ended March 31, 2022, technology expenses decreased by $486,612 compared to the same period from the prior year. Excluding government grants and capitalized salaries, for the three months ended March 31, 2022, technology expenses represented 17% of revenue compared to 17% for the same period of the prior year.

During the three months ended March 31, 2022, the Company recognized nil in government grants related to technology from IRAP compared to $815,930 during the three months ended March 31, 2021. During the three months ended March 31, 2022, the Company capitalized $824,358 salary costs that related to revenue generating technology compared to nil for the three months ended March 31, 2021.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

General and administrative

General and administrative expenses include salaries and benefits of the administrative staff, occupancy costs, public company fees, insurance, professional fees, and supplies. General and administrative expenses for the three months ended March 31, 2022 were $3,150,677, an increase of $1,618,884 compared to the same period of the prior year. The year-over-year increase was primarily related to the increased legal advisory and insurance costs that arose from listing on the NASDAQ. For the three months ended March 31, 2022, general and administrative expenses represented 13% of revenue compared to 6% for the same period of the prior year.

Share-based compensation

Share-based compensation expenses for the three months ended March 31, 2022 were $1,478,997, an increase of $614,605 compared to the same period of the prior year. The increase in share-based compensation expense was related to an increase in share compensation granted in the three months ending March 31, 2022.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2022 were $1,203,999, a decrease of $179,027 compared to the same period of the prior year. The year-over-year decrease was attributable to the lower fixed asset balance as a result of fully amortizing certain fixed assets during 2021.

Finance costs

Finance costs for the three months ended March 31, 2022 were $145,855, a decrease of $129,025 compared to the same period of the prior year. The decrease in finance costs was primarily due to the debt repayment during the period, resulting in a lower outstanding debt balance as compared to the same period of the prior year.

Foreign exchange (gain) loss

Foreign exchange (gain) loss consists of the realized and unrealized exchange differences due to fluctuations between the Canadian dollar, the U.S. dollar, and the Euro. The Company recorded a net foreign exchange loss of $1,791,102 for the three months ended March 31, 2022, compared to a loss of $568,483 for the three months ended March 31, 2021.

Historically, the Company has not hedged foreign currency transactions, but may elect to do so in the future if it is determined to be advantageous.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Summary of Quarterly Results

The following unaudited table sets out selected financial information for the Company on a consolidated basis for the last eight most recently completed quarters. The unaudited quarterly information has been prepared in accordance with IFRS.

	Quarter<br> Ended
	Mar<br> 31,<br><br> 2022			Dec<br> 31,<br><br> 2021		Sept<br> 30,<br><br> 2021		Jun<br> 30,<br><br> 2021		Mar<br> 31,<br><br> 2021		Dec<br> 31,<br><br> 2020		Sept<br> 30,<br><br> 2020		Jun<br> 30,<br><br> 2020
Revenue	$	23,820,888		$	36,801,680	$	27,484,820	$	30,285,222	$	27,454,592	$	35,057,316	$	26,064,322	$	19,556,810
Net income (loss)	$	(4,490,393	)	$	2,467,930	$	3,362,127	$	3,361,572	$	1,363,881	$	4,165,399	$	921,220	$	(1,600,405	)
Net income (loss) per share:	$	(0.07	)	$	0.04	$	0.06	$	0.06	$	0.03	$	0.07	$	0.02	$	(0.03	)
Weighted average number of shares outstanding (000’S)		60,886,379			60,720,142		60,609,370		58,014,013		54,398,478		52,855,998		50,312,701		49,523,122

LIQUIDITY AND CAPITAL RESOURCES

Selected financial information from the statements of financial position as at March 31, 2022 and December 31, 2021 are as follows:

****	March 31, 2022		December 31, 2021
Cash and cash equivalents	$	99,535,834	$	102,208,807
Working capital^(1)^		102,081,797		105,692,066
Total assets		140,560,570		149,825,580
Current liabilities		25,155,146		30,767,973
Other non-current liabilities		5,057,423		6,001,599
Shareholders’ equity		110,348,001		113,056,008

^(1)^Working capital is defined as current assets less current liabilities.

As at March 31, 2022, the Company had cash and cash equivalents of $99,535,834 compared to $102,208,807 as at December 31, 2021.

Cash flows generated from operations were $1,768,209 during the three months ended March 31, 2022, as compared to $6,223,726 during the three months ended March 31, 2021.

Cash flows used in investing activities were $1,162,084 during the three months ended March 31, 2022, compared to $40,313 during the three months ended March 31, 2021. The increase was primarily due to an increase in asset purchases and intangible assets compared to the prior-year period.

Cash flows used from financing activities were $944,316 during the three months ended March 31, 2022, compared to $1,243,090 during the three months ended March 31, 2021. The decrease was primarily due to a decrease of repayments of the loans outstanding.

Liquidity risk is the risk the Company will not be able to meet its financial obligations as they come due. The Company’s approach to managing liquidity is to ensure, to the extent possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company manages its liquidity risk by continually monitoring forecasted and actual revenue and expenditures and cash flows from operations. While the Company currently has sufficient operating capital to meet its day-to-day operating expenses, it is possible that the Company could experience a working capital deficiency in the future, which would have a materially adverse effect on the Company’s liquidity. The Company currently has sufficient operating capital to meet its day to day operating expenses.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Management is also actively involved in the review and approval of planned expenditures. The Company’s principal cash requirements are for principal and interest payments on its debt, capital expenditures and working capital needs. The Company uses its operating cash flows, loans and borrowings and cash balances to maintain liquidity. In the event future cash flows from operations are lower than expected, the Company may need to seek additional financing, either by issuing additional equity or by undertaking additional debt. There is no certainty that additional financing, whether debt or equity, will be available or that it will be available on commercially attractive terms. Additional information can be found in the Company’s Consolidated Financial Statements which are available on SEDAR at www.sedar.com

Common Shares

Changes in the number of issued common shares of the Company from December 31, 2021 to March 31, 2022 are as follows:

****	Number of Common Shares
Balance December 31, 2021		60,733,803
Shares issued –Options exercised		57,499
Shares issued – DSUs exercised		82,736
Shares issued – RSUs exercised		52,492
Balance March 31, 2022		60,926,530

Preference Shares

While the Company is authorized to issue an unlimited number of preference shares, the Company

has no preference shares issued and outstanding.

Stock Options

The Company presently issues stock options, deferred share units (“DSUs”), performance share units (“PSUs”) and restricted share units (RSUs”) pursuant to its omnibus long-term incentive plan (the “Omnibus Incentive Plan”). Prior to June 16, 2020, the Company issued stock options pursuant to its predecessor stock option plan (the “Stock Option Plan”) and DSUs pursuant to its predecessor deferred share unit plan (the “DSU Plan”). Although the Company no longer issues new stock options or DSUs pursuant to the predecessor Stock Option Plan and DSU Plan, respectively, previously issued stock options and DSUs remain outstanding and are governed by the existing plans under which they were initially issued.

The maximum number of common shares reserved for issuance, in the aggregate, under the Omnibus Incentive Plan, the Stock Option Plan, the DSU Plan and any other security-based compensation arrangement of the Company, collectively, is 15% of the aggregate number of common shares issued and outstanding from time to time. As at March 31, 2022, the Company was entitled to issue a maximum of 9,138,980 equity-based awards collectively under the Omnibus Incentive Plan, the existing Stock Option Plan, the existing DSU Plan and any other security-based compensation arrangement.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

The following table summarizes the continuity of stock options issued by the Company under the Stock Option Plan:

	March 31,<br> <br>2022				March 31,<br> <br>2021
	Number<br> <br>ofoptions			Weighted average exercise price	Number<br> <br>ofoptions			Weighted average exercise price
Options outstanding – Beginning of year		1,094,001				1,865,519
Granted		-				3,333
Forfeited or cancelled		(90,000	)			-
Exercised		(57,499	)			(611,666	)
Options outstanding – End of period		946,502				1,257,186
Options exercisable – End of period		817,167				780,688

All values are in US Dollars.

The following table summarizes the continuity of stock options issued by the Company under the Omnibus Incentive Plan:

	March 31,<br> <br>2022			March 31,<br> <br>2021
	Number<br> <br>ofoptions		Weighted average exercise price	Number<br> <br>ofoptions		Weighted average exercise price
Options outstanding – Beginning of year		23,334			35,000
Granted		-			-
Forfeited or cancelled		-			-
Exercised		-			-
Options outstanding – End of period		23,334			35,000
Options exercisable – End of period		-			-

All values are in US Dollars.

Deferred Share Units

During the three months ended March 31, 2022, the Company issued 110,136 DSUs to employees, officers, directors, and consultants of the Company as compared to nil during the three months ended March 31, 2021, respectively.

During the three months ended March 31, 2022, 82,736 DSUs, respectively, were exercised as compared to 374,496 during the three months ended March 31, 2021, respectively.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Restricted Share Units

During the three months ended March 31, 2022, the Company issued 1,380,420 RSUs to employees, officers, directors, and consultants of the Company as compared to 171,693 during the three months ended March 31, 2021, respectively.

During the three months ended March 31, 2022, 52,492 RSUs were exercised as compared to 189,834 during the three months ended March 31, 2021, respectively. As at March 31, 2022, the Company had 2,991,949 RSUs outstanding.

Warrants

For the three months ended March 31, 2022, the Company did not issue any warrants and, during the same period, nil warrants were exercised. During the three months ended March 31, 2022, nil warrants were forfeited. As a result, as at March 31, 2022, the Company had no warrants outstanding.

CONTRACTUAL OBLIGATIONS

The following are the contractual maturities for the financial liabilities:

	March 31,<br><br>2022
	Carrying amount	Total contractual cash flows	Less than 1 year	1 to 3 Years	>3 years
Accounts payable and accrued Liabilities
International Loans
Term loans
Lease Obligations

All values are in US Dollars.

	December 31,<br> 2021
	Carrying amount	Total contractual cash flows	Less than 1 year	1 to 3 Years	>3 years
Accounts payable and accrued liabilities
International Loans
Term loans
Lease Obligations

All values are in US Dollars.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future material adverse effect on its financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

TRANSACTIONS WITH RELATED PARTIES

During the three months ended March 31, 2022, there were no transactions with related parties.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the Consolidated Financial Statements and application of IFRS often involve management's judgment and the use of estimates and assumptions deemed to be reasonable at the time they are made. Significant assumptions and estimates used in preparing the financial statements include those related to credit quality of accounts receivable, income tax credits receivable, share-based payments, impairment tests for non-financial assets, as well as revenue and cost recognition. AcuityAds bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, revenue and expenses that are not readily apparent from other sources. The Company reviews estimates and underlying assumptions on an ongoing basis. Revisions are recognized in the period in which estimates are revised and may impact future periods as well. Other results may be derived with different judgments or using different assumptions or estimates and events may occur that could require a material adjustment. Significant accounting policies and estimates under IFRS are found in Note 2 of the Company’s Condensed Interim Consolidated Financial Statements which are available on SEDAR at www.sedar.com.

CHANGES IN ACCOUNTING POLICIES

Recently adopted accounting pronouncements

For the period ended March 31, 2022, the Company has adopted new accounting policies as disclosed on Note 2 of the Company’s condensed interim consolidated financial statements. The application of those amendments and interpretations had no significant impact on the Company’s condensed interim consolidated financial position or results of operations.

DISCLOSURE CONTROLS AND INTERNAL CONTROLSOVER FINANCIAL REPORTING

Management of the Company, under the supervision of the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining disclosure controls and procedures (as defined under applicable Canadian securities laws and by the United States Securities and Exchange Commission (“SEC”) in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the Company to ensure that material information relating to the Company, including its consolidated subsidiaries, that is required to be made known to the Chief Executive Officer and Chief Financial Officer by others within the Company and disclosed by the Company in reports filed or submitted by it under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Registrant’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

AcuityAds Holdings Inc.

Management’s Discussion and Analysis for the three months ended March 31, 2022

Management determined that there were no material weaknesses in the Registrant’s internal control over financial reporting as at March 31, 2022.

There have been no changes to the Company’s internal controls over financial reporting during the period ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, AcuityAds’ internal control over financial reporting.

OUTSTANDING SHARE DATA

As at May 12, 2022, 60,926,530 common shares and no preference shares were issued and outstanding. In addition, as at May 12, 2022, there were 959,836 stock options outstanding, each of which represents the right to acquire one common share, with exercise prices ranging from $0.96 to $4.47 per share. As at May 12, 2022, there were 732,840 DSUs outstanding and 2,948,487 RSUs outstanding, each of which represents the right to acquire one common share.

RISK FACTORS

AcuityAds is exposed to a variety of business risks, financial and accounting risks, and industry risks in the normal course of operations. A detailed description of risk factors associated with the Company’s business is given in the “Risk Factors” section of the Annual Information Form for the year ended December 31, 2021, which is available under the Company’s profile on SEDAR at www.sedar.com.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s AIF, is posted on SEDAR at www.sedar.com. The Company’s common shares are listed on the TSX under the symbol “AT” and the NASDAQ under the symbol “ATY”.

Exhibit 99.3

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Tal Hayek, the Chief Executive Officer of AcuityAds Holdings Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the "interim<br>filings") of AcuityAds Holdings Inc. (the "issuer") for the interim period ended March 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim<br>filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary<br>to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim<br>filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial<br>report together with the other financial information included in the interim filings fairly present in all material respects the financial<br>condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
---	---
4.	Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing<br>and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other<br>certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's<br>GAAP.
---	---

5.1	Control framework: The control framework the issuer's other certifying officer(s) and I used<br>to design the issuer's ICFR is based on the principles set out in the “Internal Control – Integrated Framework (2013)”<br>issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2	ICFR -- material weakness relating to design: N/A
---	---
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s<br>ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected,<br>or is reasonably likely to materially affect, the issuer’s ICFR.
---	---

Date: May 12, 2022

/s/ Tal Hayek
Tal Hayek
Chief Executive Officer

Exhibit 99.4

FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Elliot Muchnik, the Chief Financial Officer of AcuityAds Holdings Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the "interim<br>filings") of AcuityAds Holdings Inc. (the "issuer") for the interim period ended March 31, 2022.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim<br>filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary<br>to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim<br>filings.
---	---
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial<br>report together with the other financial information included in the interim filings fairly present in all material respects the financial<br>condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
---	---
4.	Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing<br>and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are<br>defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
---	---
5.	Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other<br>certifying officer(s) and I have, as at the end of the period covered by the interim filings
---	---
(a)	designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br>that
---	---
(i)	material information relating to the issuer is made known to us by others, particularly during the period<br>in which the interim filings are being prepared; and
---	---
(ii)	information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified<br>in securities legislation; and
---	---
(b)	designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding<br>the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's<br>GAAP.
---	---

5.1	Control framework: The control framework the issuer's other certifying officer(s) and I used<br>to design the issuer's ICFR is based on the principles set out in the “Internal Control – Integrated Framework (2013)”<br>issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2	ICFR -- material weakness relating to design: N/A
---	---
5.3	Limitation on scope of design: N/A
---	---
6.	Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s<br>ICFR that occurred during the period beginning on January 1, 2022 and ended on March 31, 2022 that has materially affected,<br>or is reasonably likely to materially affect, the issuer’s ICFR.
---	---

Date: May 12, 2022

/s/ Elliot Muchnik
Elliot Muchnik
Chief Financial Officer

Exhibit 99.5

AcuityAds Holdings Inc.

Notice of Annual and Special Meeting of Shareholders

And

Management Information Circular

May 11, 2022

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR	3
Meeting Procedures	4
Voting Procedures	5
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS	8
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON	9
PARTICULARS OF ANNUAL MATTERS TO BE ACTED UPON	9
Financial Statements	9
Appointment of Auditor	9
Election of Directors	9
Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions	14
PARTICULARS OF SPECIAL MATTERS TO BE ACTED UPON	15
Approval of Advance Notice By-Law	15
COMPENSATION DISCUSSION AND ANALYSIS	16
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	22
PENSION PLAN BENEFITS	23
DEFERRED COMPENSATION PLANS	23
TERMINATION AND CHANGE OF CONTROL BENEFITS	23
DIRECTOR COMPENSATION	24
Compensation Philosophy and Objectives	24
Director Compensation Table	24
Incentive Plan Awards for Directors	25
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	26
Description of the Omnibus Incentive Plan	27
Description of the Option Plan	29
Description of the DSU Plan	30
STATEMENT OF CORPORATE GOVERNANCE PRACTICES	32
Board of Directors	32
Directorships	33
Board Mandate	34
Position Descriptions	35
Orientation and Continuing Education	35
Ethical Business Conduct	35
Nomination of Directors	36

| i |

| --- | | Compensation | 36 | | --- | --- | | Assessments | 36 | | Director Term Limits and Other Mechanisms of Board Renewal | 36 | | Policies Regarding Representation of Designated Groups on the Board | 37 | | Consideration of the Representation of Designated Groups in the Director Identification and Selection Process | 37 | | Consideration of the Representation of Designated Groups in Executive Officer Appointments | 37 | | Issuer’s Targets Regarding the Representation of Designated Groups on the Board and in Executive Officer Positions | 37 | | Number of Members of Designated Groups on the Board and in Executive Officer Positions | 38 | | Audit Committee | 38 | | Compensation and Corporate Governance Committee | 39 | | Other Committees | 39 | | Other Governance Policies | 39 | | OTHER INFORMATION | 40 | | Indebtedness of Directors and Executive Officers | 40 | | Interest of Informed Persons in Material Transactions | 41 | | Normal Course Issuer Bid | 41 | | SHAREHOLDER PROPOSALS | 41 | | ADDITIONAL INFORMATION | 41 | | DIRECTORS’ APPROVAL | 41 | | SCHEDULE A - BOARD MANDATE | A-1 | | SCHEDULE B - ADVANCE NOTICE BY-LAWS | A-1 |

| ii |

| --- |

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 general and special 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 General and Special Meeting of Shareholders (the “Notice”) to be held on June 15, 2022, at the time and through the virtual meeting portal as set forth in the Notice.

This year, to continue to mitigate risks to 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 6, 2022, unless indicated otherwise. The board of directors of the Corporation (the “Board”) has fixed May 9, 2022 as the record date for the Meeting (the “RecordDate”). 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

AcuityAds is a corporation organized under the laws of Canada and is a foreign private issuer within the meaning of Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). The solicitation of proxies for the Meeting is not subject to the proxy requirements of Section 14(a) of the U.S. Exchange Act, and Regulation 14A thereunder, by virtue of an exemption available to proxy solicitations by foreign private issuers. Accordingly, the solicitation contemplated herein is being made to United States Shareholders only in accordance with Canadian corporate and securities laws and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. United States Shareholders should be aware that such requirements are different from those of the United States applicable to proxy statements under the U.S. Exchange Act. Specifically, information contained or incorporated by reference herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.

The enforcement by Shareholders of civil liabilities under the United States federal and state securities laws may be affected adversely by the fact that the Company is incorporated or organized outside the United States, that some or all of its officers and directors and the experts named herein are residents of a country other than the United States, and that all or a substantial portion of the assets of the Company and such persons are located outside the United States. As a result, it may be difficult or impossible for the United States Shareholders to effect service of process within the United States upon the Company, its officers and directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws. In addition, the United States Shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws, or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or any state securities laws.

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

Meeting Procedures

When is the Record Date?

The Board of Directors has fixed the close of business on May 9, 2022 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 wevoting 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.

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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.

·	Log in using the following link: https://virtual-meetings.tsxtrust.com/1328.<br>We recommend that you log in at least one hour before the Meeting starts.
·	If you have voting rights, click “I have<br>a control number” and then enter your Control Number and Password “acuity2022” (case sensitive).
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·	If you do not have voting rights, click “I<br>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 appointedproxyholders: 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 StatesBeneficial 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 aquorum?

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 60,926,530 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,<br>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<br>at the prompted times during the Meeting; or
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·	By appointing someone else as proxy to attend<br>the Meeting virtually and vote your Common Shares for you, by following the instructions provided on your proxy.
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When voting other than at the Meeting, please ensure you leave sufficient time for your proxy to be received by TSX Trust before 11:00 a.m. (Eastern Daylight Time) on Monday, June 13, 2022 (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 11:00 a.m. (Eastern Daylight Time) on Monday, June 13, 2022 (or a day other than a Saturday, Sunday or holiday which is at least 48 hours before any adjournment or postponement of the Meeting).

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.

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

Mr. Tal Hayek, the Chief Executive Officer and a Director of the Corporation and Mr. Elliot Muchnik, the Chief Financial Officer of the Corporation have been named in the proxy to represent shareholders at the Meeting.

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 ADDITIONTO submitting your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholdernot 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 orvoting 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 11:00 a.m. (Eastern Daylight Time) on Monday, June 13, 2022 (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.

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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 11:00 a.m. (Eastern Daylight Time) on Monday, June 13, 2022. 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 returna 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.

What happens if there are amendments or variationsor 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.

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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 11:00 a.m. (Eastern Daylight Time) on Monday, June 13, 2022**,** 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.

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

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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.

INTEREST OF CERTAIN PERSONS IN MATTERS TOBE 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, 2021; (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 ACTEDUPON

Financial Statements

The Corporation’s audited annual financial statements for the financial year ended December 31, 2021 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.

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 tovote FOR the appointment of PwC as the auditor of the Corporation until the next annual meeting of shareholders and to authorize the Boardto 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 2021 annual shareholder meeting except for Ms. Michele Tobin and Mr. Paul Khawaja. At the Meeting, the seven nominees, set out in the tables 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 authorityis 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.

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In accordance with the requirements of the Toronto Stock Exchange (“TSX”), the Board has adopted a majority voting policy (the “MajorityVoting 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 3,950,950 Common Shares representing approximately 6.51% 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, 2021.

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Residence:<br><br> <br>Ontario, Canada<br><br> <br><br><br> <br>Position with the Corporation: Co-Founder, Chief Executive Officer and Director<br><br> <br><br><br> <br>Director since:<br><br> <br>October 9, 2009<br><br> <br><br><br> <br>Principal Occupation:<br><br> <br>President and Chief Executive Officer of the Corporation		Biography: 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 that company’s revenue grow to 110 million in 2008.<br> <br> Committees: None.
	Public Board Memberships During Last Five Years:
	AcuityAds

All values are in US Dollars.

Number of SECURITIES Beneficially Owned, Controlled or Directed<br> (as at December 31, 2021).
Common Shares		Percentage of<br><br> Common Shares			Options		DSUs		RSUs		Total Number of <br><br>Common<br> Shares,<br><br> Options, DSUs and<br><br> RSUs		Total Value of Common Shares,<br> DSUs<br> and RSUs based on a closing market <br>price of 4.76 as at December 31, 2021.
	2,025,801		3.34	%		125,000		0		210,349		2,361,150

All values are in US Dollars.

SHARE OWNERSHIP POLICY GUIDELINES

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

SHELDON POLLACK
Residence:<br><br> <br>Ontario, Canada<br><br> <br><br><br> <br>Position with the Corporation: Chairman and<br> Director<br><br> <br><br><br> <br>Director since:<br><br> <br>January 9, 2013<br><br> <br><br><br> <br>Principal Occupation:<br><br> <br>Chairman, OverActive Media Corp., President, Ov2 Capital Inc.,<br> Co-Founder of OnX and Early Stage Investor		Biography:<br> <br> Sheldon<br> Pollack is the President of Ov2 Capital Inc., a private investment holding company. Mr. Pollack is a serial entrepreneur –<br> 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<br> America’s largest IT services company with revenues of approximately 1 billion. In 2017, OnX was acquired by Cincinnati Bell. Mr. Pollack<br> went on to become co-founder and Chairman of OverActive Media Corp., a global e-sports organization and the owner of The Toronto Defiant,<br> Toronto Ultra and The MAD Lions. OverActive Media Corp. was recently ranked by Forbes Magazine as one of the world’s most valuable<br> e-sports organizations.<br> <br> Mr. Pollack<br> remains an active private and public market investor in earlier stage technology companies. He currently serves as Chairman and Director<br> of AcuityAds, Chairman of OverActive Media Corp. and is a member of the board of Ov2 Investments 1 and Exelerate Capital.<br> <br> Mr. Pollack<br> serves on the board of Sunnybrook Hospital Foundation and in 2012, he founded AbilityGives.org, a charity dedicated to providing highly<br> specialized equipment to children and young adults with special needs.<br> <br> Committees:<br> Mr. Pollack is a member of the Audit Committee<br> and a member of the Compensation and Corporate Governance Committee.
	Public Board Memberships During Last Five Years:
	Exelerate Capital Corp.<br><br> <br>OV2 Investment 1 Inc.<br><br> <br>AcuityAds

All values are in US Dollars.

Number of SECURITIESBeneficially Owned, Controlled or Directed (as at December31, 2021).

Common Shares	Percentage of<br><br> Common Shares			Options		DSUs		RSUs		Total Number of<br><br> Common<br> Shares,<br><br> Options, DSUs and<br><br> RSUs			Total Value of Common Shares,<br><br> DSUs<br> and RSUs based on a closing<br><br> market price of $4.76 as at December <br><br>31, 2021.
1,729,652		2.85	%		130,000		58,373		2,727		1,920,752	$	8,523,980

SHARE OWNERSHIP POLICY GUIDELINES

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

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Residence:<br><br> <br>Ontario, Canada<br><br> <br><br><br> <br>Position with the Corporation:<br><br> <br>Director<br><br> <br><br><br> <br>Director since:<br><br> <br>July 16, 2014<br><br> <br><br><br> <br>Principal Occupation: Chief Executive Officer of Quinsam<br> Capital Corporation	Biography:<br><br> <br>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.<br><br> <br><br><br> <br>Committees:<br><br> <br>Mr. Dent is a member of the Audit Committee and the Chair of the Compensation and Corporate Governance Committee.<br><br> <br><br><br><br><br><br><br><br>Public Board Memberships During Last Five Years:
Omni-Lite Industries Canada, Inc.<br><br> <br>VitalHub Corp.<br><br> <br>Deveron UAS Corp.<br><br> <br>California Nanotechnologies Corp.<br><br> <br>AcuityAds<br><br> <br>Quinsam Capital Corporation	(2016 – Present)<br><br> <br>(2015 – Present)<br><br> <br>(2015 – Present)<br><br> <br>(2014 – Present)<br><br> <br>(2014 – Present)<br><br> <br>(2013 – Present)
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Number of SECURITIES Beneficially Owned, Controlled or Directed(as at December 31, 2021).
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Common Shares		Percentage of <br><br>Common Shares	Options		DSUs		RSUs		Total Number of<br><br> Common Shares,<br><br> Options, DSUs and <br><br>RSUs		Total Value of Common Shares,<br> DSUs and RSUs based on a closing <br>market price of 4.76 as at December<br> 31, 2021.
	80,000	less than 1%		0		58,373		2,500		140,873

All values are in US Dollars.

SHARE OWNERSHIP POLICY GUIDELINES

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

IGAL MAYER				Independent
Residence:<br><br> <br>Ontario, Canada<br><br> <br><br><br> <br>Position with the Corporation:<br><br> <br>Director<br><br> <br><br><br> <br>Director since:<br><br> <br>July 16, 2014<br><br> <br><br><br> <br>Principal Occupation:<br><br> <br>Chief Executive Officer of RatesDOTca Group Ltd.		Biography:<br><br> <br>Mr. Mayer has over 30 years of experience<br> in the financial services industry. He is the Chief Executive Officer of RatesDOTca Group Ltd. since September 2018 and previously<br> was the Co-Chairman and Chief Executive Officer of RDA Insurance Inc. since January 2014. Prior to that, Mr. Mayer held various<br> positions at Aviva plc and Aviva Canada Inc. for over 23 years, including Executive Director, Chief Executive Officer of Aviva Europe,<br> Chief Executive Officer of Aviva North America, Chief Executive Officer of Aviva UKGI and Chief Executive Officer of Aviva Canada. Mr. Mayer<br> previously served as the Chief Financial Officer at Canadian General Insurance Group, where he led the successful sale of the company.<br> Mr. Mayer is a Certified Public Accountant and Chartered Accountant with the Canadian Institute of Chartered Accountants and holds<br> a Bachelor of Arts in Economics and Commerce from the University of Toronto.<br><br> <br><br><br> <br>Committees:<br><br> <br>Mr. Mayer is the Chair of the Audit Committee<br> 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, 2021).
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Common Shares		Percentage of <br><br>Common Shares	Options		DSUs		RSUs		Total Number of<br><br> Common Shares,<br><br> Options, DSUs and <br><br>RSUs		Total Value of Common Shares, DSUs and RSUs based on a closing <br>market price of 4.76 as at December <br>31, 2021.
	96,837	less than 1%		70,000		58,373		2,500		227,710

All values are in US Dollars.

SHARE OWNERSHIP POLICY GUIDELINES

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

| 12 |

---
---	---	---	---	---
Residence:<br><br> <br>Ontario, Canada<br><br> <br><br><br> <br>Position with the Corporation:<br><br> <br>Director<br><br> <br><br><br> <br>Director since:<br><br> <br>July 16, 2014<br><br> <br><br><br> <br>Principal Occupation:<br><br> <br>Co-founder and President of Platterz Inc.		Biography:<br><br> <br>Mr. Waxman is an entrepreneur, investor and<br> start-up advisor and has been co-founder and president of Platterz Inc. and president of YW Consulting, a marketing and advertising consulting<br> company, since June 2005. He has worked in the mobile industry for over 18 years, selling platforms and solutions to more than 350<br> operators worldwide. He was the co-founder of Jumptap, Inc., which was acquired in November 2013 by Millennial Media. He holds<br> a Master of Business Administration from Heriot-Watt University (Israel) and a Honours Bachelor of Arts from McMaster University.<br><br> <br><br><br> <br>Committees:<br><br> <br>Mr. Waxman is a member of the Audit Committee<br> 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, 2021).
---	---	---	---	---	---	---	---	---	---	---	---
Common Shares		Percentage of <br><br>Common Shares	Options		DSUs		RSUs		Total Number of<br><br> Common Shares, <br><br>Options, DSUs and<br><br> RSUs		Total Value of Common Shares,<br> DSUs and RSUs based on a closing <br>market price of 4.76 as at December <br>31, 2021.
	50,000	less than 1%		30,000		0		2,273		82,273

All values are in US Dollars.

SHARE OWNERSHIP POLICY GUIDELINES

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

MICHELE TOBIN			Independent
Residence:<br><br> <br>California, U.S.A.<br><br> <br><br><br> <br>Position with the Corporation:<br><br> <br>None<br><br> <br><br><br> <br>Director since:<br><br> <br>N/A<br><br> <br><br><br> <br>Principal Occupation:<br><br> <br>Independent consultant, advisor, and angel investor		Biography:<br><br> <br>Ms. Tobin is a veteran sales and business<br> development executive with 20 years of leadership experience and a successful track record of launching and scaling new businesses within<br> consumer technology brands. Ms. Tobin has built and scaled ad monetization businesses at some of the most innovative and fast growing<br> B2C brands in the Social and Gaming verticals including Bumble, DraftKings and Rovio Entertainment (the developer and publisher of Angry<br> Birds), leading global sales, ad operations, ad sales marketing and programmatic monetization teams. Currently, Ms. Tobin works as<br> a consultant and advisor and is an active angel investor in early-stage start-ups, with a particular focus on supporting under-represented<br> founders.<br><br> <br><br><br> <br>Committees:<br><br> <br>None.
	Public Board Memberships During Last Five Years:
	None.
Number of SECURITIES Beneficially Owned, Controlled or Directed<br> (as at December 31, 2021).
---	---	---	---	---	---	---
Common Shares	Percentage of<br><br> Common Shares	Options	DSUs	RSUs	Total Number of<br><br> Common Shares,<br><br> Options, DSUs and<br><br> RSUs	Total Value of Common Shares, DSUs <br><br>and RSUs based on a closing market <br><br>price of $4.76 as at December 31, 2021.
Nil	N/A	Nil	Nil	Nil	Nil	Nil

SHARE OWNERSHIP POLICY GUIDELINES

Date by which the Share Ownership Policy guidelinesare to be met: N/A Have Share Ownership Policy guidelines been met: N/A

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---	---	---	---
Residence:<br><br> <br>Ontario, Canada<br><br> <br><br><br> <br>Position with the Corporation:<br><br> <br>None<br><br> <br><br><br> <br>Director since:<br><br> <br>N/A<br><br> <br><br><br> <br>Principal Occupation:<br><br> <br>President of OnX Canada		Biography:<br><br> <br>Mr. Khawaja is President of OnX Canada, and<br> is driving the organization’s growth, strategy, and development for enterprise infrastructure solutions, managed services, and digital<br> services. He is leading OnX through a focused transformation from traditional IT offerings to client-focused services and solutions. Prior<br> to his current role, Mr. Khawaja served as Executive Vice President and Chief Operating Officer of Cloud and Managed Services for<br> OnX. Before joining OnX, Mr. Khawaja served as Vice President of Bell Canada, and President of xwave. Mr. Khawaja held senior<br> leadership positions in sales, operations, and business development at MITI Information Technology. Mr. Khawaja is also the Chairperson<br> of the Board for Victim Services Toronto, Mr. Khawaja also sits on the Waterfront Toronto Human Resources, Governance and Stakeholder<br> Relations Committee.<br><br> <br>**<br><br> <br>Committees**:<br><br> <br>None.
	Public Board Memberships During Last Five Years:
	None.
Number of SECURITIES Beneficially Owned, Controlled or Directed<br> (as at December 31, 2021).
---	---	---	---	---	---	---
Common Shares	Percentage of<br><br>Common Shares	Options	DSUs	RSUs	Total Number of<br><br>Common Shares,<br><br>Options, DSUs and<br><br>RSUs	Total Value of Common Shares, DSUs <br><br>and RSUs based on a closing market <br><br>price of $4.76 as at December 31, 2021.
Nil	N/A	Nil	Nil	Nil	Nil	Nil

SHARE OWNERSHIP POLICY GUIDELINES

Date by which the Share Ownership Policy guidelinesare to be met: N/A Have Share Ownership Policy guidelines been met: N/A

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.

---

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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<br>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<br>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.

PARTICULARS OF SPECIAL MATTERS TO BE ACTEDUPON

Approval of Advance Notice By-Law

The Board has determined that it would be in the best interests of the Corporation to adopt a by-law ("Advance Notice By-Law") that would require advance notice by any shareholders intending to nominate a director to the Board. The Board believes that all shareholders should be provided with sufficient disclosure about director nominees and time to make appropriate decisions regarding the election of directors to the Board. Accordingly, on April 20, 2022, the Board approved the Advance Notice By-Law for the purposes of providing shareholders, directors and management of the Corporation with a transparent, structured and fair process for nominating directors of the Corporation in connection with any annual or special meeting of shareholders. At the Meeting, shareholders will be asked to approve an ordinary resolution, the full text of which is set forth below, approving and adopting the Advance Notice By-Law.

The purpose of the Advance Notice By-Law is to (i) ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) facilitate an orderly and efficient process for annual or, where the need arises, special meetings of shareholders of the Corporation. The Advance Notice By-Law fixes a deadline by which holders of record of Shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in a written notice to the Corporation for any director nominee to be eligible for election at such annual or special meeting of shareholders. As a result of these requirements, the Advance Notice By-Law provides all shareholders with the opportunity to participate effectively in the election of directors by allowing them to consider all director nominees and to be made aware of potential proxy contests in advance of an annual or special meeting of shareholders. The Board may, in its sole discretion, waive any requirement of the Advance Notice By-Law.

A full text of the Advance Notice By-Law is set forth in Schedule "B” hereto.

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The following is the text of the ordinary resolution to be considered at the Meeting:

"BE IT RESOLVED THAT:

1.	the by-law providing for advance notice in substantially the form presented in Schedule "B"<br>to the management information circular and proxy statement of the Corporation dated May 11, 2022, be and is hereby confirmed, adopted<br>and approved; and
2.	any one director or officer of the Corporation is authorized and directed, for and on behalf of the Corporation,<br>to take all necessary steps and proceedings and to execute, deliver and file any and all declarations, agreements, documents and other<br>instruments and do all such other acts and things that may be necessary or desirable to give effect to this ordinary resolution."
---	---

In order to be effected, the resolution relating to the approval of the Advance Notice By-Law must be approved by a majority of the votes cast at the Meeting in person or by proxy.

The Board recommends that shareholders voteIN FAVOUR of the resolution relating to the approval of the Advance Notice By-Law.

The management representatives named in theenclosed form of proxy intend to vote IN FAVOUR of the resolution relating to the approval of the Advance Notice By-Law, unless a shareholderspecifies in its proxy that its Common Shares are to be voted against such resolution.

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, 2021 were:

·	Tal Hayek, Co-Founder and Chief Executive Officer;
·	Jonathan Pollack, former Chief Financial Officer^(1)^;
---	---
·	Tatiana Kresling, former Interim Chief Financial<br>Officer^(2)^;
---	---
·	Elliot Muchnik, Chief Financial Officer^(3)^;
---	---
·	Rachel Kapcan, Co-Founder and Vice-President<br>of Client Operations;
---	---
·	Joe Ontman, Co-Founder and former Chief Business<br>Development Officer^(4)^;
---	---
·	Oren Hisherik, Chief Information and Technology<br>Officer (collectively, the “NEOs”).
---	---

Notes:

(1) Jonathan Pollack served as Chief Financial Officer of the Company until September 21, 2021.

(2) Tatiana Kresling served as Interim Chief Financial Officer of the Company from September 21, 2021 until November 30, 2021.

(3) Elliot Muchnik has been Chief Financial Officer of the Company since November 30, 2021.

(4) Joe Ontman served as Chief Business Development Officer until October 2021.

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.

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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 2021, the CCG Committee maintained the base salaries set in fiscal 2020 for each of the NEOs on the basis that those salaries were consistent with market rates for comparable positions.

In addition to fixed annual base salaries, for 2021 each NEO was also eligible for an annual bonus set to a specified amount of each his or her annual base salary payable if the Corporation (and, in the case of some of the NEOs, they personally) achieved certain financial metrics. For Mr. Hayek, Ms. Kapcan and Mr. Ontman, those metrics in respect of 2021 were budgeted Adjusted EBITDA, total gross revenue and gross revenue generated from the Company’s illumin platform. For each of them, their targeted annual bonus consists of 150% of their base salary in long term equity awards and 100% of their base salary in short term awards, although in any given year they may earn as low as half that amount (at or below 80% of the targets) or twice that amount (at or above 120% of the targets), depending on the performance of the Corporation against the various metrics set by the Board. In respect of 2021, they each earned 119% of their targeted bonuses, being a long term bonus of $392,700 paid in restricted share units (“RSUs”) with a 3-year vesting period, and a short term bonus of $261,594 paid in RSUs with 6-month vesting.

For the NEOs other than Mr. Hayek, Ms. Kapcan and Mr. Ontman, the CEO sets the financial metrics that determines their entitlement to annual bonuses.

In the case of Mr. Muchnik, his targeted annual bonus is 120.45% of his base salary, and is paid in cash annually. Mr. Muchnik’s annual bonus is based on the Corporation’s Adjusted EBITDA revenue and achievement of certain management objectives. In addition, Mr. Muchnik was granted 235,000 RSUs when he first joined the Corporation, which RSUs vest in three annual tranches starting in November 2022. In respect of 2021, his bonus was pro-rated for the one month he was employed by the Corporation, and as a result he was paid $22,083.

In the case of Mr. Hisherik, his targeted annual bonus was 30% of his base salary for the first 9 months of the fiscal year, and 50% of his base salary for the last fiscal quarter. His bonus is paid quarterly in cash based on the Corporation’s Adjusted EBITDA, revenue, adherence to budget for technology expenses and achievement of certain management objectives. In respect of 2021, he achieved 100% of his targeted bonus (being a total bonus of $81,782). As part of a review of his employment agreement in November 2021, Mr. Hisherik was also granted $150,000 in RSUs with 3-year vesting.

In the case of Mr. Jonathan Pollack, his bonus in respect of 2021 was $261,594, of which $55,000 was paid in November 2021 and the remainder of $151,569 was paid in March 2022. In the case of Ms. Kresling, her bonus in connection with her appointment and services as interim Chief Financial Officer was 5,269 RSUs with 3-year vesting. She was also separately awarded an additional 3,551 RSUs with 6-month vesting in connection with her role as Executive Vice President, Finance and her individual achievements and contribution to the Corporation’s strong financial performance in 2021.

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 2022, including equity-based awards issued pursuant to the Corporation’s Omnibus Incentive Plan (as defined below).

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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, 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 bonuses paid to each of the NEOs, which are described above, the compensation of AcuityAds’ other executive officers is set by the CEO with oversight by the CCG Committee and 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 assisting the CEO and his direct reports 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 subsequent review of the officer’s individual performance.

The Corporation’s insider trading policy 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.

For further information regarding the Corporation’s executive compensation matters and the methods in which the CCG Committee determine the appropriateness of the Corporation’s current compensation structure, see “Compensation Governance”.

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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, 2017, 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 $54 million and $2,3 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 42.07%. 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.

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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 “Statementof Corporate Governance Practices – Compensation and Corporate Governance Committee”.

In fiscal 2021, the Corporation did not use the services of any executive compensation consultant.

	Year Ended<br><br> December 31, 2021	Year-Ended<br><br> December 31, 2020
Executive Compensation-Related Fees	Nil	$	10,819
All Other Fees	Nil		Nil
Total	Nil	$	10,819

By the recommendation of the CCG Committee, the Corporation has 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.

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SUMMARY COMPENSATION TABLE

The following table provides information regarding compensation earned by the NEOs for the financial years ended December 31, 2021, December 31, 2020 and December 31, 2019.

					Non-Equity<br> Incentive Plan<br> Compensation <br> ()
Name and Principal Position	Year	Salary ($)	Share- Based Awards ($)^(1)^	Option- Based Awards ($)^(2)^	Annual Incentive Plans	Pension Value ($)	All other Compensation ($)	Total Compensation ($)
Tal Hayek^(3)^<br> <br>Chief Executive Officer<br> <br>Ontario, Canada	2021<br> <br>2020<br> <br>2019	220,000<br> <br>214,500<br> <br>180,000	375,000 779,005<br> <br>Nil	Nil <br>Nil <br>Nil	Nil Nil Nil	N/A <br>N/A <br>N/A	N/A <br>N/A <br>N/A	595,000<br> <br>993,505<br> <br>180,000
Elliot Muchnik^(4)^Chief Financial<br> Officer Ontario, Canada	2021	19,179	1,097,450	Nil	22,083	N/A	N/A	1,138,712
Jonathan Pollack^(5)^<br> <br>Chief Former Financial Officer<br> <br>Ontario, Canada	2021<br> <br>2020<br> <br>2019	158,889<br> <br>214,500<br> <br>180,000	375,000 578,000<br> <br>Nil	Nil <br>Nil <br>Nil	Nil Nil Nil	N/A <br>N/A <br>N/A	261,594 <br>N/A <br>N/A	795,483 792,500<br> <br>180,000
Tatiana Kresling^(6)^Former<br> Interim Chief Financial Officer Ontario, Canada	2021	200,000	100,000	Nil	135,542	N/A	N/A	435,542
Oren Hisherik^(7)^<br> <br>Chief Information and Technology Officer<br> <br>Ontario, Canada	2021<br> <br>2020<br> <br>2019	229,167<br> <br>219,375<br> <br>178,798	282,000 572,291<br> <br>18,750	Nil <br>Nil <br>61,698	81,782 61,603 33,088	N/A <br>N/A <br>N/A	N/A <br>N/A <br>N/A	592,949<br> <br>853,269<br> <br>292,334
Rachel Kapcan <br>Vice President of Client Operations <br>Ontario, Canada	2021<br> <br>2020<br> <br>2019	220,000<br> <br>214,500<br> <br>180,000	375,000 755,911<br> <br>Nil	Nil <br>Nil <br>Nil	Nil Nil Nil	N/A <br>N/A <br>N/A	N/A <br>N/A <br>N/A	595,000<br> <br>970,411<br> <br>180,000
Joe Ontman^(3)^<br> <br>Chief Business Development Officer Ontario, Canada	2021<br> <br>2020<br> <br>2019	220,000<br> <br>214,500<br> <br>180,000	375,000 761,554<br> <br>Nil	Nil <br>Nil <br>Nil	N/A Nil Nil	N/A <br>N/A <br>N/A	N/A <br>N/A <br>N/A	595,000<br> <br>976,054<br> <br>180,000

All values are in US Dollars.

Notes:

(1)	The fair value of share-based awards was calculated based on the closing price of the Common Shares on<br>the TSX as at the trading date prior to the grant date.
(2)	The grant date fair value of option-based awards was calculated using the Black-Scholes option pricing<br>model. The Black-Scholes option pricing model was selected as it is a widely used financial method to determine the fair value of Options.<br>No option-based awards were granted to the NEOs during the year-ended December 31, 2021. On March 14, 2019, Tal Hayek, Jonathan<br>Pollack, Rachel Kapcan and Joe Ontman received 125,000 Options each in connection with their 2018 bonus which at the time of the grant<br>were valued at $153,750 using the Black-Scholes method based on grant date fair value of the Options. Such Options and their values were<br>previously disclosed in the Corporation’s public disclosure as part of such NEOs compensation for 2018.
---	---
(3)	No compensation was paid to Messrs. Hayek and Ontman in their capacities as directors of the Corporation<br>for any of the financial years reflected in this chart.
---	---
(4)	Mr. Muchnik received 235,000 RSUs when he joined the Corporation on November 30, 2021.
---	---
(5)	Mr. Pollack served as Chief Financial Officer of the Company until September 21, 2021.
---	---
(6)	Ms. Kresling served as Interim Chief Financial Officer of the Company from September 21, 2021<br>until November 30, 2021.
---	---
(7)	Mr. Hisherik received 50,000 Options when he joined the Corporation on February 18, 2019, which<br>Options were valued using the Black-Scholes method based on the grant date fair value of the Options.
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INCENTIVE PLAN AWARDS FOR NAMED EXECUTIVEOFFICERS

Outstanding Share-Based Awards and Option-BasedAwards

The following table provides information regarding all incentive plan awards for each NEO outstanding as of December 31, 2021.

	Option-Based Awards					Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	****	Value of Unexercised In-the- Money Options ($)^(1)^	Number of Shares or Units of Shares that have not Vested (#)	****	Market<br> or<br> Payout Value of<br> Share- Based<br> Awards that<br> have not Vested <br>()	Market or Payout Value of Vested Share- Based Awards not Paid Out or Distributed ($)^(2)^
Tal Hayek	125,000	1.71	March 14, 2024	$	381,250	140,233	$	667,509	333,752
Elliot Muchnik	Nil	N/A	N/A		N/A	235,000	$	1,118,600	Nil
Oren Hisherik	50,000	1.71	March 14, 2024	$	152,500	104,748	$	498,600	Nil
Rachel Kapcan	125,000	1.71	March 14, 2024	$	381,250	132,866	$	632,442	316,221
Jonathan Pollack	Nil	N/A	N/A		N/A	N/A		N/A	Nil
Tatiana Kresling	Nil	N/A	N/A		N/A	31,936	$	152,015	16,903
Joe Ontman	125,000	1.71	March 14, 2024	$	381,250	134,666	$	641,010	320,505

All values are in US Dollars.

Notes:

(1)	Calculated based on the difference in value between the exercise price of the Options and the closing<br>price of the Common Shares on the TSX on December 31, 2021 of $4.76. Any unexercised Options may never be exercised and actual gain,<br>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 vested DSUs and RSUs granted to the NEOs if<br>they were settled on December 31, 2021 based on the closing price of the Common Shares on the TSX of $4.76 on December 31, 2021.
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Value Vested or Earned During the Year

The following table indicates, for each of the NEOs, the value of the option-based and share-based awards that were vested in accordance with their terms during the financial year ended December 31, 2021.

Name	Option Awards – Value Vested During the Year ($)^(1)^	Non-Equity Incentive Plan Compensation – Value Earned During the Year ($)
Tal Hayek	Nil	Nil
Elliot Muchnik	Nil	Nil
Oren Hisherik	Nil	Nil
Rachel Kapcan	Nil	Nil
Jonathan Pollack	Nil	Nil
Tatiana Kresling	Nil	Nil
Joe Ontman	Nil	Nil

All values are in US Dollars.

Notes:

(1)	Based on the number of Options that vested during the year and calculated based on the difference between<br>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<br>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 value of DSUs and RSUs that vested during 2021, based on the closing price<br>of the Common Shares on the TSX on the vesting date.
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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”). Each such Employment Agreement and Independent Contract Agreement contain certain termination and change of control provisions.

Where Mr. Hayek’s or Ms. Kapcan’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, or Ms. Kapcan. All Options granted to Mr. Hayek or Ms. Kapcan and issued pursuant to the Option Plan terminate, unexercised, 90 days from the effective date of termination.

For the purposes of Mr. Hayek’s and Ms. Kapcan’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 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.

If there is a change of control of AcuityAds, each of Mr. Hayek or Ms. Kapcan 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. Muchnik’s employment is terminated by AcuityAds, without cause, prior to May 30, 2022, he is entitled to the continuation of certain benefits and as required by applicable employment laws. If Mr. Muchnik’s employment is terminated by AcuityAds, without cause, after May 31, 2022 until the fifth year anniversary of his employment, he is entitled to receive a severance payment, in lieu of payment, of a lump sum amount equal to six months base salary and continuation of certain benefits and as required by applicable employment laws. If Mr. Muchnik’s employment is terminated by AcuityAds, without cause, after May 31, 2027, he is entitled to receive a severance payment, in lieu of payment, of a lump sum amount equal to 12 months’ base salary and continuation of certain benefits and as required by applicable employment laws.

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.

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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.

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, 2021.

Name	Aggregate bonus<br><br> ($)	Options/DSUs ($)^(1)^	Other benefits <br><br>($)
Tal Hayek	Nil	Nil	N/A
Oren Hisherik^(3)^	Nil	Nil	N/A
Rachel Kapcan	Nil	Nil	N/A
Elliot Muchnik	Nil	Nil	N/A

All values are in US Dollars.

Notes:

(1)	Based on the closing price of the Common Shares on the TSX on December 31, 2021 of $4.76.
(2)	Totals do not include any entitlements in respect of vacation benefits.
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(3)	In the event of a termination without cause (for the reason other than change of control), Mr. Hisherik<br>is entitled to $83,333. In the event of a termination within 12 months of a change of control, Mr. Hisherik is entitled to $250,000.
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DIRECTOR COMPENSATION

Compensation Philosophy and Objectives

The directors of the Corporation are compensated through directors’ fees, which, in 2021 were paid in DSUs. In 2021, each director received $50,000 in DSUs and the chairs of each committee received an additional $5,000 in DSUs. In addition, the chair of the board received an additional $10,000 in DSUs.

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, 2021.

Name^(1)^	Fees <br><br>Earned <br><br>($)	Option-<br><br>Based<br><br> Awards ($)	Non-Equity<br><br> Incentive Plan<br><br> Compensation<br><br> ($)	Pension <br><br>Value <br><br>($)	All Other<br><br> Compensation<br><br> ($)
Sheldon Pollack	Nil	Nil	N/A	N/A	N/A
Igal Mayer	Nil	Nil	N/A	N/A	N/A
Roger Dent	Nil	Nil	N/A	N/A	N/A
Yishay Waxman	Nil	Nil	N/A	N/A	N/A
Corey Ferengul	Nil	Nil	N/A	N/A	N/A
Elisabeth Donohue	Nil	Nil	N/A	N/A	N/A

All values are in US Dollars.

Notes:

(1)	No compensation was paid to Mr. Hayek in his capacity as director of the Corporation. For a summary<br>of the compensation paid to Mr. Hayek in his capacity as executive officer of the Corporation, see “Summary CompensationTable” above.
(2)	The fair value of share-based awards was calculated based on the closing price of the Common Shares on<br>the TSX as at the date that is one day prior to the grant date.
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Incentive Plan Awards for Directors

Outstanding Share-Based Awards and Option-BasedAwards

The following table provides information regarding all incentive plan awards for each director (who is not also a NEO) outstanding as of December 31, 2021.

	Option-Based Awards					Share-Based Awards
Name^(1)^	Number of Securities Underlying Unexercised Options (#)		Option<br>Exercise<br>Price ()	OptionExpiration Date	Value of<br>Unexercised<br>In-the-Money<br>Options ()(2)	Number of Shares or Units of Sharesthat have not Vested (#)		Market or<br>Payout <br>Value of<br>Share-<br>Based <br>Awards <br>that have <br>not Vested <br>()	Market or <br>Payout Value <br>of Vested<br>Share-Based<br>Awards not <br>Paid Out or<br>Distributed ()
		40,000		March 14, 2024			N/A
Sheldon Pollack		40,000		March 4, 2025			N/A
		N/A		N/A			2,727
		35,000		March 14, 2024			N/A
Igal Mayer		35,000		March 4, 2025			N/A
		N/A		N/A			2,500
Roger Dent		35,000		March 14, 2024			5,000
		35,000		March 4, 2025			N/A
Yishay Waxman		30,000		March 4, 2025			2,273
		17,000		September 12, 2023			2,273
Corey Ferengul		30,000		May 29, 2024			N/A
		30,000		March 4, 2025			N/A
Elisabeth Donohue		N/A		N/A			4,284

All values are in US Dollars.

Notes:

(1)	For a summary of share-based and option-based awards granted to Mr. Hayek, see “IncentivePlan Awards for Named Executive Officers” above.
(2)	Calculated based on the difference in value between the exercise price of the Options and the closing<br>price of the Common Shares on the TSX on December 31, 2021 of $4.76. Any unexercised Options may never be exercised and actual gain,<br>if any, on exercise will depend on the value of the Common shares on the date of exercise.
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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, 2021.

Name^(1)^	Share awards – Value <br> vested during the year ($)	Non-equity incentive plan<br> compensation – Value <br> earned during the year ($)
Sheldon Pollack	Nil	N/A
Igal Mayer	Nil	N/A
Roger Dent	Nil	N/A
Yishay Waxman	Nil	N/A
Corey Ferengul	Nil	N/A
Elisabeth Donohue	Nil	Nil

All values are in US Dollars.

Notes:

(1)	For a summary of share-based on option-based awards granted to Mr. Hayek, see “IncentivePlan 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<br>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<br>never be exercised and actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise.
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SECURITIES AUTHORIZED FOR ISSUANCE UNDEREQUITY COMPENSATION PLANS

The following table provides details of securities authorized for issuance as of December 31, 2021 pursuant to the Corporation’s omnibus long-term incentive plan (the “OmnibusIncentive 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, 2021.

Plan Category	Number of securities <br><br>to be issued upon <br><br>exercise of <br><br>outstanding options <br><br>and rights (a)	Weighted-average <br><br>price of outstanding <br><br>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	1,117,335 Options 777,942 DSUs 1,760,323 RSUs	$	1.90<br><br> <br>N/A	5,454,470 equity-based awards available for issuance under the Omnibus Incentive Plan
Equity compensation plans not approved by securityholders	Nil		N/A	N/A
Total	3,655,600	$	1.90	5,454,470

Notes:

(1)	Options are comprised of Options awarded under the Omnibus Incentive Plan and the Option Plan. The Corporation<br>ceased granting awards under the Option Plan following the approval of the Omnibus Incentive Plan by the board on April 13, 2020<br>and subsequent approval by shareholders on June 16, 2020. However, Options that were issued prior to April 13, 2020 under the<br>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<br>ceased granted award under the DSU Plan following the approval of the Omnibus Incentive Plan by the board on April 13, 2020 and subsequent<br>approval by shareholders on June 16, 2020. However, DSUs that were issued prior to April 13, 2020 under the DSU Plan remain<br>outstanding and are governed by the terms of the DSU Plan.
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(3)	The maximum number of Common Shares reserved for issuance, in the aggregate, under the Omnibus Incentive<br>Plan, the Option Plan, the DSU Plan and any other security-based compensation arrangement, collectively, is 15% of the aggregate number<br>of Common Shares issued and outstanding from time to time. As of the date of this Circular, there are 60,733,803 Common Shares issued<br>and outstanding.
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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.

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 60,926,530 Common Shares issued and outstanding, and a total of 969,836 Options, 3,724,788 RSUs and DSUs issued and outstanding, including 23,334 Options and 3,229,513 RSUs and DSUs awarded under the Omnibus Incentive Plan, and 946,502 Options and 495,275 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 7.7% 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.

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, 946,502 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.

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<br>or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation;
●	a consolidation, merger, amalgamation, arrangement<br>or other reorganization or acquisition involving the Corporation or any of its affiliates and another corporation or other entity, as<br>a result of which the holders of Common Shares immediately prior to the completion of the transaction hold less than 50% of the outstanding<br>voting securities of the successor corporation immediately after completion of the transaction;
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●	any person or combination of persons at arm’s<br>length to the Corporation and its affiliates acquires or becomes the beneficial owner of, directly or indirectly, more than 50% of the voting<br>securities of the Corporation, whether through the acquisition of previously issued and outstanding voting securities, or of voting securities<br>that have not been previously issued, or any combination thereof, or any other transaction having a similar effect;
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●	a resolution is adopted to wind-up, dissolve<br>or liquidate the Corporation; or
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●	as a result of or in connection with:
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o	(A) a contested election of directors of the Corporation; or
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o	(B) a consolidation, merger, amalgamation, arrangement or other reorganization or acquisition involving<br>the Corporation or any of its affiliates and another corporation or other entity (a “Transaction”), fewer than 50%<br>of the Corporation’s directors following the Transaction are persons who were directors of the Corporation immediately prior to<br>such Transaction.
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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).

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, 495,275 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.

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, 2021, December 31, 2020 and December 31, 2019. 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.


Number of Options granted under the Omnibus Incentive Plan	N/A		45,000		N/A
Number of Options granted under the Option Plan	3,333		350,000		1,153,500
Number of DSUs/RSUs granted under the Omnibus Incentive Plan	1,016,843		1,321,074		N/A
Number of DSUs granted under the DSU Plan	N/A		204,008		381,304
Weighted average of outstanding securities for that fiscal year^(1)^	57,624,420		49,720,186		45,286,998
Annual Burn Rate (Options)^(2)^	Less than 0.01	%	1	%	3	%
Annual Burn Rate (DSUs/RSUs)^(2)^	1.7	%	3	%	1	%

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.

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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 – Disclosureof 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.

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.

The CCG Committee and the Board (in each case, with Mr. Dent having recused himself) considered whether each of the members of the Board has the necessary time to fulfill his or her duties as directors and committee members, and, in particular, whether Mr. Dent’s five other outside directorships have impaired (or is likely to impair in the future) his ability to provide the Corporation with the time and attention that is expected of him. The CCG Committee and the Board were unanimous in their conclusions that each of the members of the Board (including Mr. Dent) has been readily available to the Corporation despite any of their other commitments, including during relatively active times for the Board during recent years as the Board navigated the COVID-19 pandemic and its effect on the Corporation and important strategic capital markets initiatives such as prospectus offerings and the Corporation’s recent graduation to the TSX and then listing on Nasdaq. The CCG Committee and the Board, in particular, considered whether Mr. Dent’s five other directorships should disqualify him for continued service on the Board and concluded that his expertise has been (and will continue to be) strategically important to the Corporation, that his other directorships (four of which are with respect to smaller venture companies listed on the Canadian Securities Exchange or TSX Venture Exchange) are not reasonably likely to interfere with his duties to the Corporation and that it would not be in the bests interests of the Corporation or its shareholders to lose the combination of his skillset and knowledge of the Corporation, its history and objectives. Mr. Dent’s perfect attendance record at formal Board and Board committee meetings, and the fact that he makes himself available whenever needed by management or other directors was one of the factors that contributed to this conclusion.

Attendance Record

Each director standing for re-election has attended 100% of the Board meeting held since January 1, 2021, and each director standing for re-election has attended each Committee meeting of which he or she was a member since January 1, 2021.

Name	Director Since	Positions	Committees	Board and<br><br> Committee<br><br> Attendance <br><br>in 2021	Other <br><br>Public <br><br>Boards
Tal Hayek	October 9, 2009	President, Chief Executive Officer and Director	None	7/7	0
Sheldon Pollack	January 9, 2013	Chairman and Director	Audit Committee and CCG Committee	15/15	2
Roger Dent	July 16, 2014	Director	Audit Committee and CCG Committee	15/15	5
Igal Mayer	July 16, 2014	Director	Audit Committee and CCG Committee	15/15	0
Yishay Waxman	July 16, 2014	Director	Audit Committee and CCG Committee	15/15	0
Corey Ferengul	May 28, 2019	Director	Audit Committee and CCG Committee	15/15	0
Elisabeth Donohue	June 3, 2021	Director	None	2/2	1

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,<br>as appropriate, succession planning;
---	---
●	monitoring of financial reporting and management;
---	---
●	corporate disclosure and communications;
---	---
●	corporate policies; and
---	---
●	review of its mandate.
---	---

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<br>work and ensuring the Board's full discharge of its duties;
●	chairing Board meetings and meetings of shareholders;
---	---
●	identifying guidelines for the selection of,<br>and evaluation of conduct of, the directors;
---	---
●	liaising between the Board and management; and
---	---
●	carrying out duties as requested by the Board<br>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.

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.

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 ofBoard 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.

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

●	after considering the director profile at the<br>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<br>directors on its Board does not negatively impact board effectiveness, and instead contributes to boardroom dynamics such that the Corporation<br>has for many years had a consistently high performing Board;
---	---
●	the implementation of director term limits is<br>problematic, as it is an inappropriate and unproven method of encouraging board effectiveness;
---	---
●	the imposition of director term limits on a board<br>implicitly discounts the value of experience and continuity amongst board members and runs the risk of excluding experienced and potentially<br>valuable board members as a result of an arbitrary determination;
---	---
●	the impositions of rigid, prescribed term limits<br>on the tenure of directors implies that boards cannot properly govern themselves, by usurping core functions of the board and replacing<br>them with fixed criteria that may not adequately represent the interests of shareholders;
---	---
●	it is important to retain directors who hold<br>significant investments in the Corporation;
---	---
●	it is important to ensure that directors with<br>significant and unique business experience in the Corporation’s industry be retained; and
---	---
●	that directors with the level of understanding<br>of the Corporation’s business, history and culture acquired through long service on the Board provide additional value.
---	---

Policies Regarding Representation of DesignatedGroups 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 DesignatedGroups 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,<br>should possess;
●	the competencies, skills and personal and other<br>diverse qualities the existing directors possess;
---	---
●	the competencies, skills and personal and other<br>diverse qualities required for new directors in order to add value to the Corporation in light of opportunities and risks facing the Corporation;<br>and
---	---
●	the size of the Board, with a view to facilitating<br>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 DesignatedGroups 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,<br>as a whole, should possess;
●	the competencies, skills and personal and other<br>diverse qualities the existing executive officers possess; and
---	---
●	the competencies, skills and personal and other<br>diverse qualities required for new executive officers in order to add value to the Corporation in light of opportunities and risks facing<br>the Corporation.
---	---

Issuer’s Targets Regarding the Representationof 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 theBoard and in Executive Officer Positions

The following diversity matrix 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, 2021 as required by Nasdaq Rule 5606, NI 58-101 and the CBCA. 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.

	Directors					Executive Officers
	Number		Proportion			Number		Proportion
Part I: Gender Indemnity
Male		6		86	%		8		80	%
Female		1		14	%		2		20	%
Non-Binary		0		0	%		0		0	%
Did not disclose gender		0		0	%		0		0	%
Part II: Demographic Background
African American or Black		0		0	%		0		0	%
Alaskan Native or American Indian		0		0	%		0		0	%
Asian		0		0	%		0		0	%
Hispanic or Latinx		0		0	%		0		0	%
Native Hawaiian or Pacific Islander		0		0	%		0		0	%
White		6		83	%		10		100	%
Two or More Races or Ethnicities		1		17	%		0		0	%
LGBTQ+		0		0	%		0		0	%
Did not disclose demographic background		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, 2021, women comprise 20% of NEO and executive positions, 50% of executive vice-president or vice-president positions of the Corporation and 14% of directorship positions. In aggregate, women comprise 37% 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, 2021 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.

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 InformationPolicy

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 employees, officers and directors of, and consultants and contractors to, the Corporation (the “Company Personnel”) and requires that the Company Personnel ensures that all restrictions applicable to them under the Trading Policy are also observed by family members who reside with them, anyone else who lives in their households and family members who do not live in their households but whose transactions in the securities of the Corporation are directed by them or are subject to their influence or control (such as parents or children who consult with them before they trade in the securities of the Corporation). The Trading Policy also provides that Company Personnel 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 prohibits the communication of confidential information, except where such communication is necessary in the course of business. 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.

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 6, 2022 entered into in connection with (a) a purchase of securities and (b) all other indebtedness:

AGGREGATE INDEBTEDNESS ()
Purpose	To Another Entity
(a)	(c)
Share Purchases	nil
Other	nil

All values are in US Dollars.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS UNDER (1) SECURITIES PURCHASE AND (2) OTHER PROGRAMS
Name and <br><br>Principal <br><br>Position	Involvement <br><br>of Corporation <br><br>or Subsidiary	Largest <br><br>Amount<br><br> Outstanding During year <br><br>ended <br><br>December 31,<br><br> 2021 ($)	Amount<br><br> Outstanding <br><br>as at the date <br><br>of this <br><br>Circular ($)	Financially<br><br> Assisted<br><br> Securities<br><br> Purchases <br><br>During year <br><br>ended <br><br>December 31,<br><br> 2020 (#)	Security for<br><br> Indebtedness	Amount <br><br>Forgiven <br><br>During year <br><br>ended <br><br>December 31,<br><br> 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	Nil	Nil	Nil	Nil	Nil
Rachel Kapcan	Nil	Nil	Nil	Nil	Nil	Nil
Nathan Mekuz	Nil	Nil	Nil	Nil	Nil	Nil
Joe Ontman	Nil	Nil	Nil	Nil	Nil	Nil

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.

Normal Course Issuer Bid

In May 2022, the Corporation notified the TSX of its intention to commence a normal course issuer bid to purchase up to 5,500,000 common shares, representing approximately 10% of the issued and outstanding common shares available in the public float as of the date on which the Corporation filed its notice. In accordance with the rules and by-laws of the TSX, the Corporation may purchase Common Shares at the market price of such shares. The Company also intends on entering into an automatic share purchase plan with a broker that allows the purchase of Common Shares for cancellation under the normal course issuer bid at any time during pre-determined trading blackout periods.

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, 2021, 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 Corporation’s 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 11, 2022
Toronto, Ontario

SCHEDULE A -BOARD MANDATE

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<br>operates;
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●	ensuring that procedures are in place for the management of risks identified with management;
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●	review and approve annual operating plans and budgets;
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●	corporate ethics and integrity;
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●	the appointment and supervision of management and, as appropriate, succession planning;
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●	delegations and general approval guidelines for management;
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●	monitoring financial reporting and management;
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●	monitoring internal control and management information systems;
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●	corporate disclosure and communications;
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●	adopting measures for receiving feedback from stakeholders; and
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●	adopting key corporate policies designed to ensure that Company, its directors, officers and employees<br>comply with all applicable laws, rules and regulations and conduct their business ethically and with honesty and integrity.
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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.

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.

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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;
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●	Whistleblower Protection Policy;
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●	Majority Voting Policy;
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●	Disclosure Controls and Procedures; and
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●	Internal Controls Over Financial Reporting.
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12.0	Review of Mandate
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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 departuresfrom the terms hereof, either prospectively or retrospectively, and no provision contained herein is intended to give rise to civil liabilityto securityholders of the Company or other liability whatsoever.

Dated:	May 11, 2022
Approved by:	Board of Directors

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SCHEDULE B -ADVANCE NOTICE BY-LAW

(Adopted by the Board of Directors of AcuityAdsHoldings Inc. (the “Corporation”) with immediate effect on April 20, 2022)

ARTICLE 1NOMINATION OF DIRECTORS

Section 1.1Subject only to the Canada Business Corporations Act (the “Act”), applicable securities laws and the articles of the Corporation, only persons who are nominated in accordance with the procedures set out in this Section 1.1 shall be eligible for election as directors to the board of directors (the “Board”) of the Corporation. Nominations of persons for election to the Board may only be made at an annual meeting of shareholders, or at a special meeting of shareholders called for any purpose at which the election of directors is a matter specified in the notice of meeting, as follows:

(a)	by or at the direction of the Board or an authorized officer of the Corporation, including pursuant to<br>a notice of meeting;
(b)	by or at the direction or request of one or more shareholders pursuant to<br>a proposal made in accordance with the provisions of Act or a requisition of shareholders made in accordance with the provisions of the<br>Act; or
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(c)	by any person entitled to vote at such meeting (a “Nominating Shareholder”), who: (A) is,<br>at the close of business on the date of giving notice provided for in Section 1.3 below and on the record date for notice of such<br>meeting, either entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at<br>such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) has given timely notice in proper<br>written form as set forth in this ARTICLE 1.
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Section 1.2                       For the avoidance of doubt, the foregoing Section 1.1 shall be the exclusive means for any person to bring nominations for election to the Board before any annual or special meeting of shareholders of the Corporation.

Section 1.3In addition to any other applicable requirement, for a nomination made by a Nominating Shareholder to be timely notice (a “TimelyNotice”), the Nominating Shareholder’s notice must be received by the corporate secretary of the Corporation at the principal executive offices of the Corporation:

(a)

in the case of an annual meeting of shareholders (including an annual and special meeting), not later than the close of business on the thirtieth (30^th^) day before the date of the meeting; provided, however, if the date (the “Notice Date”) on which the first public announcement made by the Corporation of the date of the annual meeting is less than 50 days prior to the meeting date, not later than the close of business on the 10^th^ day following the Notice Date;

(b)

in the case of a special meeting (which is not also an annual meeting) of shareholders called for any purpose which includes the election of directors to the board, not later than the close of business on the 15^th^ day following the day on which the first public announcement of the date of the special meeting is made by the Corporation

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Section 1.4To be in proper written form, a Nominating Shareholder’s notice to the corporate secretary must comply with this Section **** and disclose or include, as applicable:

(a)	as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a “ProposedNominee”):
(i)	their name, age, business and residential address;
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(ii)	the principal occupation, business or employment both presently and for the past five years;
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(iii)	whether the Proposed Nominee is a “resident Canadian” within the meaning of the Act;
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(iv)	the number of securities of each class of voting securities of the Corporation beneficially owned, or<br>controlled or directed, directly or indirectly, by the Proposed Nominee, as of the record date for the meeting of shareholders (if such<br>date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
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(v)	a description of any relationships, agreements, arrangements, or understandings (including financial,<br>compensation or indemnity related) between the Proposed Nominee or any affiliates or associates of, or any person or entity acting jointly<br>or in concert with, the Proposed Nominee or the Nominating Shareholder, in connection with the Proposed Nominee’s nomination and<br>election as director; and
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(vi)	any other information that would be required to be disclosed in a dissident proxy circular or other filings<br>required to be made in connection with the solicitation of proxies for election of directors pursuant to the Act or applicable securities<br>law;
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(b)	as to each Nominating Shareholder giving the notice:
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(i)	their name, business and residential address;
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(ii)	the number of securities of each class of voting securities of the Corporation beneficially owned, or<br>controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom the Nominating Shareholder<br>is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting of shareholders<br>(if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;
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(iii)	their interests in, or rights or obligations associated with, any agreement, arrangement or understanding,<br>the purpose or effect of which is to alter, directly or indirectly, the person’s economic interest in a security of the Corporation<br>or the person’s economic exposure to the Corporation;
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(iv)	full particulars of any proxy, contract, arrangement, agreement or understanding pursuant to which such<br>person, or any of its affiliates or associates, or any person acting jointly or in concert with such person, has any interests, rights<br>or obligations relating to the voting of any securities of the Corporation or the nomination of directors to the board; and
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(v)	any other information relating to such person that would be required to be included in a dissident proxy<br>circular or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Act<br>or as required by applicable securities law.
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Reference to “Nominating Shareholder” in this Section 1.4 shall be deemed to refer to each shareholder that nominated or seeks to nominate a person for election as director in the case of a nomination proposal where more than one shareholder is involved in making the nomination proposal.

Section 1.5To be considered timely and in proper form, a Nominating Shareholder’s notice shall be promptly updated and supplemented if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting.

Section 1.6Any notice, or other document or information required to be given to the corporate secretary pursuant to this ARTICLE 1 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the corporate secretary for purposes of this notice), and shall be deemed to have been received and made only at the time it is served by personal delivery to the corporate secretary at the address of the principal executive offices of the Corporation, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.

Section 1.7 Additional Matters

(1)	The chair of any meeting of shareholders of the Corporation shall have the<br>power to determine whether any proposed nomination is made in accordance with the provisions of this ARTICLE 1, and<br>if any proposed nomination is not in compliance with such provisions, must declare that such defective nomination shall not be considered<br>at any meeting of shareholders.
(2)	The board may, in its sole discretion, waive any requirement of this ARTICLE 1.
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(3)	For<br> the purposes of this ARTICLE 1, “public announcement” means disclosure<br> in a press release disseminated by the Corporation through a national news service in Canada,<br> or in a document filed by the Corporation for public access under its profile on the System<br> of Electronic Document Analysis and Retrieval at www.sedar.com.
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(4)	This ARTICLE 1 is subject to, and should be read in conjunction with, the Act and the articles. If<br>there is any conflict or inconsistency between any provision of the Act or the articles and any provision of this Section, the provision<br>of the Act or the articles will govern.
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ARTICLE 2ANNUAL OR SPECIAL MEETINGS OF SHAREHOLDERS

Section 2.1No business may be transacted at an annual or special meeting of shareholders other than business that is either (i) specified in the Corporation’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board, or (iii) otherwise properly brought before the meeting by any shareholder of the Corporation who complies with the proposal procedures set forth in Section 2.2 below.

Section 2.2For business to be properly brought before a meeting by a shareholder of the Corporation, such shareholder must submit a proposal to the Corporation for inclusion in the Corporation’s management proxy circular in accordance with the requirements of the Act; provided that any proposal that includes nominations for the election of directors shall also comply with the requirements of ARTICLE 1.

Exhibit 99.6

- SEE VOTING GUIDELINES ON REVERSE - RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES 1. Election of Directors FOR WITHHOLD a) Tal Hayek b) Sheldon Pollack c) Roger Dent d) Igal Mayer e) Yishay Waxman f) Michele Tobin g) Paul Khawaja 2. Appointment of Auditor FOR WITHHOLD Appointment of PricewaterhouseCoopers LLP, Chartered Professional Accountants as Auditor of the Corporation for the ensuing year and authorizing the Directors to fix their remuneration. 3. Resolutions Authorizing Advance Notice By - Law FOR AGAINST To consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution to adopt the Advance Notice By - Law, as more fully described in the accompanying management information circular. PLEASE PRINT NAME Signature of registered owner(s) Date (MM/DD/YYYY) This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED AcuityAds Holdings Inc. (the “Corporation”) FORM OF PROXY (“PROXY”) Annual General and Special Meeting June 15, 2022 at 11:00 a.m. (Eastern Time) Virtual Only at the following link: https://virtual - meetings.tsxtrust.com/1328 (the “ Meeting ”) RECORD DATE: May 9, 2022 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: June 13, 2022 at 11:00 a.m. (Eastern Time) VOTING METHOD INTERNET Go to www.voteproxyonline.com and enter the 12 digit control number above FACSIMILE 416 - 595 - 9593 MAIL TSX Trust Company 301 - 100 Adelaide Street West Toronto, Ontario, M5H 4H1 The undersigned hereby appoints Tal Hayek, Chief Executive Officer of the Corporation, whom failing Elliot Muchnik, Chief Financial Officer of the Corporation (the “Management Nominees”), or instead of any of them, the following Appointee Please print appointee name as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as i f the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

Request for Financial Statements In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As. Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com. I am currently a security holder of the Corporation and as such request the following: Annual Financial Statements with MD&A (Mark this box to NOT receive Annual Financial Statements and related MD&A) Interim Financial Statements with MD&A (Mark this box to receive Interim Financial Statements and related MD&A) If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions. If the cut-off time has passed, please fax this side to 416-595-9593 AcuityAds Holdings Inc. 2022 .. www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL Proxy Voting – Guidelines and Conditions 1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION. 2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING. 3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose. 4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof. 5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “Please print appointee name”, the name of the person to be appointed, who need not be a security holder of the Corporation. 6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Corporation. 7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy. 8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy. 9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol. Investor inSite TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions. To register, please visit https://www.tsxtrust.com/t/investor-hub/forms/investor-insite- registration Click on, “Register” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions. 051122_v1

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