Hello, welcome to the special meeting of shareholders of Quisitive Technology Solutions, Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, or use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to the chair of the meeting, Nick Lim. Good morning, and welcome to the special meeting of shareholders of Quisitive Technology Solutions, Inc. My name is Nick Lim, and I am the Chair of the Board of Directors of the company. We thank you for attending our meeting today. We are pleased to host today's meeting virtually via live audio webcast. Joining me at this virtual meeting are Mike Reinhart, Chief Executive Officer, Scott Meriwether, Chief Financial Officer, and Lindsay Clements and Reza Sarsangi from Cassels, the company's external legal counsel. I'd like to start by explaining a few rules for the orderly conduct of the meeting. Number one, only registered shareholders or duly appointed proxy holders are permitted to ask questions related to the business of today's meeting and vote. Non-registered shareholders are only permitted to listen to the meeting as guests. It is expected that the non-registered shareholders attending this meeting have already registered their voting preferences in advance through their brokerage firm or bank. We're accepting questions in advance of the discussion. To ask questions, access the Q&A tab on your screen, type your question into the box at the bottom of your screen, and press the send button. I'll ask Mike Reinhart and Scott Meriwether to assist us with questions from the queue at the appropriate time. Questions on the same topic or that are otherwise related may be grouped, summarized, or answered together. We do not intend to address any questions that are not related to the business of the meeting. As the secretary or I may determine in our reasonable judgment, questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be answered or published. Number two, to expedite matters, as Chair of the meeting, I'll be making the motions we put forth at this meeting, and such motions need not be seconded. Motions, once proposed, will be followed by discussion from the floor, if any. I will now explain the functionalities of the virtual platform being used at this meeting and the process for voting. Only registered shareholders who held Quisitive shares in their name as of January 21st, 2025, the record date of the meeting or their duly appointed proxy holders are entitled to vote at this meeting. We will conduct the vote on the arrangement resolution by poll. On a poll, every shareholder entitled to vote on the arrangement resolution has one vote in respect of each share entitled to be voted on such resolution and held by that shareholder. If you already voted or sent in a proxy, there is no need for you to vote by poll, as it will revoke your previous vote, unless you would like to change your vote. The online poll will be open for the arrangement resolution momentarily. This will allow you to choose to vote on the arrangement resolution immediately, or you may wait until the discussion on the arrangement resolution has concluded prior to casting your vote. There will be an opportunity to ask questions in respect of the arrangement resolution prior to the closing of the poll. To vote, access the Vote tab on your screen and select your voting direction from the options shown. When your vote has been received, a check mark will appear. The results of the meeting will be publicly released and will be available on our website. As a reminder, if you are a registered shareholder and you use the control number on your form of proxy to log in to the meeting online, you will have revoked all previously submitted proxies and will need to vote on the matters put forth at the meeting in order for your vote to be counted. I will now call the meeting to order. In accordance with the articles of the company, unless there's an objection, I shall preside as Chair of this meeting. For the purposes of this meeting, I'll ask Reza Sarsangi, the company's legal counsel, to act as Secretary of the meeting. Unless there's an objection, I'll ask Viktoria Laptiva of Computershare Trust Company of Canada to act as scrutineer and to compute the votes cast at this meeting, if any, and to report thereof to me. The secretary has advised me that the notice calling this meeting, together with a form of proxy and a management information circular, have been provided. As applicable to each director of the company, the auditors of the company, and the shareholders of the company of record as of the close of business on January 21st, 2025, being the record date of the meeting. An affidavit of mailing from each group of Computershare and Broadridge Investor Communications Corporation has been provided, and I direct that the affidavit be annexed to the minutes of the meeting. Accordingly, I'll dispense with the reading of the notice of meeting. As we are meeting virtually, we'll conduct the votes on the matters before the meeting using Computershare's virtual voting platform. The company has received from the scrutineer the results of proxies received up to the proxy voting deadline on February 26, 2025. Management will vote those proxies as directed. Prior to addressing the business of the meeting, I'll ask the scrutineer to report the number of shareholders present in person and the total number of shares and/or options they represent, together with the number of shares and/or options represented by proxies. I'm advised by the scrutineer that 84 shareholders holding in aggregate of 223,050,391 common shares were voted by proxy in advance of this meeting. The total number of shares voted by proxy represents 80.48% of the issued and outstanding common shares. As there's quorum present, I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the scrutineer's report on attendance be it annexed to the minutes of the meeting. The sole item of business for this meeting is to consider a special resolution to approve the plan of arrangement involving Quisitive and Irving Parent Corp, or as more particularly described in the management information circular of Quisitive dated January 28th, 2025. Copies of the circular were mailed to registered shareholders and non-registered shareholders on February 3rd, 2025, and February 4th, 2025, respectively, together with a notice of the meeting, the form of proxy, voting instruction form, and the letter of transmittal as applicable. Copies of the circular and other meeting materials are also available under the company's profile on the SEDAR website. In order to become effective, the arranged resolution must be approved by at least 66⅔% the votes cast by shareholders present virtually at the meeting or represented by proxy at the meeting. A simple majority of the votes cast by shareholders present virtually at the meeting or represented by proxy at the meeting, excluding the votes attached to shares held by rollover shareholders and any other shareholders excluded for purposes of the minority vote in accordance with Multilateral Instrument 61-101. For this purpose, the votes attached to approximately 12.2% of shares held by shareholders will be excluded. As the full text of the arrangement resolution is set forth in Appendix A to the management information circular, and will also now appear on your screen, I will dispense with reading the resolution. I can move for the approval of the arrangement resolution. Voting will now commence. As I mentioned earlier, if you have already voted by proxy, please do not vote again during this meeting, as it'll revoke your previous vote. Secretary, have we received any questions relating to the arrangement resolution? No questions received. There being no further questions, we are now concluding the question and answer portion of this meeting. We will now formally proceed with the vote. If you have not yet voted on the arrangement resolution, please do so now as the moderator will shortly close the poll. The poll is now closed, I will now instruct the scrutineers to tabulate online votes and report back to me. Based on the report on voting provided by the scrutineer, I confirm that the requisite majorities of the votes have now been cast in favor of the arrangement resolution, and I declare that the motion has been duly carried. I direct that the scrutineer's report on voting on the arrangement resolution be annexed to the minutes of the meeting. The percentage of votes counted for the arrangement resolution will be disclosed in a press release that will be filed on SEDAR. That concludes the formal business of this meeting. If there's no further business to be brought before the meeting, I'd move to terminate the meeting. I declare the meeting has been terminated. Thank you for joining us today. Operator. This concludes the meeting. You may now disconnect.
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