Ladies and gentlemen, welcome to the Annual General and Special Meeting of Shareholders of VIQ Solutions, Inc. Please note that this meeting is being recorded. I would like to introduce Larry Taylor, Chairman of the Board of Directors of VIQ Solutions. Mr. Taylor, the floor is yours. Good morning, everyone. I'm Larry Taylor, Chairman of the Board of Directors of VIQ Solutions. Welcome to our Annual General and Special Meeting. I would like to introduce members of the Board who are online today. Sebastien Paré, Joseph Quarin, Shing Pan, Susan Sumner, and Brad Wells. I want to thank the directors for all of their input over the year and support, our lender, Beedie Capital, and many of our long-term shareholders who have been closely aligned with the company in what has been a challenging year of restructuring the business. We thought the lingering post-pandemic recovery would have taken place toward March of last year. Headwinds persisted all the way to early September. It delayed the company's financial recovery by over one year. We are pleased that the headwinds have now turned to tailwinds. In an industry that is clearly at a moment of accelerated change, we are emerging with meaningful, favorable results that began in Q4 of last year and continue to accelerate. Q1 was better than Q4, and Q2 is trending even more favorably, which we believe to be another validation of this trend. We still have work to do, but we remain focused on delivering the key priorities to drive positive EBITDA and free cash flow in 2024, particularly in the second half of the year. Our focus on delivering on Australia migration, resulting in improved gross margins, diligence in cost-cutting measures to reduce our operating expenses globally, and precision in our R&D to remain committed to delivering on the technologies that define VIQ Solutions. The company is well-positioned for 2024 and 2025, building from the solid foundation that we've built over the last many years. Sebastien will provide you with some customer experiences tied to these tailwinds after the formal part of the AGM. I will now hand over to Sebastien to Chair this meeting. Thank you, Larry. Welcome, everyone, to the Annual and Special Meeting of the common shareholders of VIQ Solutions, Inc. The meeting will now come to order. My name is Sebastien, and I am the Chief Executive Officer of VIQ Solutions. With the approval of the meeting, I will act as the Chairman of the meeting. We have the following matters of business to conduct today. Number one, the presentation of the audited financial statements for the year ended December 31st, 2023. Number two, the election of the six directors. Number three, the appointments of EY LLP as the corporation's auditors and authorizing the Board to fix their remuneration. Number four, approval of the issuance of 2,175,142 common shares, purchase warrants of VIQ to Beedie Investments Ltd. in connection with the Beedie credit agreement. Number five, approval of the VIQ Omnibus Equity Incentive Plan. With your approval, I will ask our Corporate Counsel, Andreas Kloppenborg from Dentons, to act as the Secretary of the meeting, and Rosa Garofalo of TSX Trust Company to act as scrutineer of this meeting. In order that the meeting covers all of the business items within a reasonable period of time, we have pre-arranged with the Chair to move and second certain resolutions. This procedure is not an attempt to discourage participation, but merely a way to expedite proceedings in a virtual environment and eliminate the risk of internet connectivity. We have previously mailed the meeting materials and the financial statements of the corporation for the year ended December 31st, 2023, and the Auditor's Report. I direct that copies of the documents mailed to the shareholders be kept by the Secretary within the minutes of this meeting. If there's no objection, the reading of the notice of the meeting will be dispensed with. Pursuant to the bylaws of the corporation, business may be transacted at this meeting if not less than two holders are personally present, owning or representing by proxy 5% of the shares entitled to be voted at the meeting. I have received the preliminary scrutineer's report, and it shows that there are 137 shareholders personally present or represented by proxy at the meeting, representing 19,177,060 of the common shares or 37.4% of the shares entitled to be voted at the meeting. I confirm that is a quorum of shareholders present at the meeting. I direct that the scrutineer's report be annexed to the minutes of this meeting as scheduled. I now declare the meeting is called and properly established for the transaction of business today. As mentioned already, most registered shareholders have already voted by proxy prior to the proxy cutoff time. For those of you who did not vote in advance by proxy and need to vote today, we will conduct a vote on each resolution before the meeting today virtually. To vote, simply click on the vote button on the left side of your screen, at which point the resolutions and voting options will appear. At this time, I will ask TSX Trust to please open the platform for voting on all resolutions. The first item of business is the presentation to shareholders of the financial statements of the corporation for the fiscal year ended December 31st, 2023, and the auditor's report. A copy of the financial statements has been mailed to each registered shareholder. The 2023 results were publicly disseminated to the company's various filings on SEDAR+ and on EDGAR on March 28, 2024. The company also held their earning calls on March 28, 2024, where management provided insight and comments on 2023 results, but also trends, KPI and insight going into 2024. The next item of business is the election of the directors. I believe Larry Taylor has a motion with respect to the election of the directors. Larry? I nominate Larry Taylor, Sebastien Paré, Joseph Quarin, Shing Pan, Susan Sumner, and Bradley Wells as Directors of the corporation to hold office until the next annual election of Directors or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act and the bylaws of the corporation. I second the nomination. A reminder to everyone that most of you have already cast your vote on these motions. Therefore, you do not need to vote again today on your screen. I now declare the nominations closed. The next item of business is the appointment of the auditors of the corporation and to authorize the Board to fix their compensation. I believe Larry Taylor has a motion in this regard. Larry. I move that Ernst & Young LLP Chartered Professional Accountants be appointed auditors of the corporation to hold office until the next Annual Meeting of Shareholders or until their successors are appointed, and that their remuneration as such be fixed by the Board of Directors. I second the motion. The next item of business is the approval of the issuance of 2,175,142 common shares purchase warrants of VIQ to Beedie Investments Ltd. in connection with the Beedie Credit Agreement, as more particularly described in the management information circular distributed to shareholders in connection with this meeting. I believe Larry Taylor has a motion in this regard. I move that the resolution approving the issuance of 2,175,142 common share purchase warrants of VIQ to Beedie Investments Ltd. in connection with the Beedie C redit Agreement as set out in the Management Information Circular distributed to shareholders in connection with this meeting be passed. I second the motion. The next item of business is the approval of VIQ Omnibus Equity Incentive Plan, as more particularly described in the Management Information Circular distributed to shareholders in connection with this meeting. I believe Mr. Taylor has a motion in this regard. I move that the resolution approving VIQ's Omnibus Equity Incentive Plan as set out in the Management Information Circular distributed to shareholders in connection with this meeting be passed. I second the motion. I will now declare the results of voting. With respect to the election of the directors, each nominee have received a majority of the yes votes and I declare them duly elected to act as directors of the corporation until the next annual election of directors, or until their successors are elected or appointed, subject to the provisions of the Business Corporations Act and the bylaw of the corporation. I declare the motion to appoint Ernst & Young LLP chartered accountants as their auditors of the corporation and the compensation to be fixed by the board carried. I also declare the motion to approve the issuance of 2,175,142 common shares purchase warrants of VIQ to Beedie Investments carried. I declare the motion to approve VIQ Omnibus Equity Incentive Plan also carried. We will be closing the polls in 10 seconds. Details of the meetings can be obtained from the Secretary of the meeting. Unless there are questions from the floor, Larry Taylor will move that the formal portion of the meeting be terminated. Larry? I move this meeting be terminated. I second the motion. Now we will pause for a few seconds and begin the informal part of the AGM. As Larry indicated, many of the lingered headwinds that our industry faced post-COVID in 2023 are turning to tailwinds. We see this in the results in the last six months. Product leadership, high customer stickiness, and increasingly stronger financial metrics are key levers of a stronger foundation that Larry referred to. Our customers face historical tensions. Tension between rising recorded volumes, rising cybersecurity thresholds, rising demand for faster turnaround, and rising demand for higher accuracy and usability against a significant decline in human capacity. VIQ is at the intersection of these tensions. Workflow and AI enable human quality content creation at scale for evidence-based documentation that we're specializing. AI and transcription at global scale is no longer about if, but about how far we as a company and our customers are along the adoption curve in terms of real usage for actual and real productivity gains. NetScribe puts up Option 1. If human editors don't like it creates Option 2 and Option 3, and voila. They have their preferred version for final lighter post-edit version. AI learns behind the scenes. It helps creating and maintaining post-processing rules, glossaries, domain-specific language models, all aids to augment productivity and capacity. While changes in the dynamics of the industry have certainly facilitated this shift, it's also important to note that many of the accelerators that have led to these positive directions are tied to the strategic decisions made by the company over the last couple of years. Bets that we made in the direction of the segment we have chosen to focus on have gotten VIQ to where we are today. In 2023, we confirm our commitment to the disruption of the court space. This was a key decision in our overall strategy to accelerate the opportunity to deliver innovations, to accelerate access to technology to many of the largest marquee courts in our operating regions. We've not deviated from that plan to migrate and accelerate gross margin attainments. While the remnants of COVID certainly have delayed our expected result by one year, we're now firmly on track. This is evidenced by several examples. I'm just going to give you one or two today. One of our largest and most sophisticated law enforcement customers in Australia required a myriad of presentations of our technology stack and cloud infrastructures and internal and external security reviews. The client even performed a review by key senior level government officials that needed to ensure that VIQ could comply with this very unusual step to move their very confidential content to the cloud to modernize their workflow. This modernization is tied to our technologies to provide a significantly better way of delivering on documents creation and distributed workflow to their clients. The same scenario is happening with everyone and our customers. This is a perfect example of not only the depth of our solution, but the timing of this solution as our customers are past the heavy lift of COVID and now focusing on evaluating new ways of incorporating carefully a better way, a new way. Our investment in critical distributed workflow in conjunction with a significant investment in the overlay of the security, gave this customer confidence in our ability to deliver. No better example exists as to the critical pillars on which our foundation was built. Security, workflow, and segment-specific investment in AI and speech-to-text to improve and optimize for our customers. A key challenge being faced in the U.S., and frankly around the world, is the shortage of the skilled workforce required to deliver court transcript in both a timely and economically viable way. Another example of both the timing and the completeness of our solution helps to solve this critical problem. A major court system in the U.S. was significantly impacted by this shortage of court reporters. They chose to utilize VIQ NetScribe technology along with FirstDraft to aid their current challenge with capacity for court reporting. While changes and refinements to this workflow certainly were challenging early, this cultural and technological change required a significant amount of adaptation. We've built our technology to do just that, enabling our customers to adapt, and if one word best described the strategy and intention of NetScribe platform, adaptation will be it. We have built a workflow that adapts to the way the courts, insurance companies, law firms, and police forces require critical documentation to be ingested, whether from our own CapturePro recording software or from some of our competitors. We realized that we had to meet each customers and new name logos where they were, ready to begin that adaptation process. We don't require the comprehensive disruption in capital investment. We can begin where they need us to. In the case of this court system in the U.S., we're now delivering a workflow and a highly accurate and usable FirstDraft document adapted to both their needs and utilization of both post-processing and AI domain-specific language models to drive the most efficient and highly usable document to their court reporters for editing. As we approach the depth of our customer base to aid in this disruption and adaptation, whether or not it's insurance, law enforcement, or courts, we believe that helping our segments to give broader access to documentation both helps in managing this global shortage, but also provides expanded access to key documentation that in the past has been limited by economic factors that are no longer a constraint. In our industry, backlogs and documentation create alarming delays in providing timely judicial and insurance claim settlement decisions to millions of people involved in those cases. Due to the backlogs in verbatim documentation, cases are thrown out because customers are unable to meet minimum judicial and claim settlement timelines. We remain committed to our core focus as we continue to invest in those levers that lead to revenue growth, gross margin improvement, and cost reduction. We do it without sacrificing our belief that we have built the best technology overlaid by the best workforce to deliver what's clearly needed by our markets at this crucial time. Many of these customers will tell you they can no longer meet deadline, security, accuracy, and usability without the VIQ platform and FirstDraft. Stickiness is getting stronger. Tension is what move an industry forward. Validated technology platform alongside long-term customers facing expanding volumes and a myriad of other pressure points no longer economically solvable by simply adding more people. Many of you will continue to reach out directly to the company via our Investor Relations page of our website. We've taken every one of those questions very, very seriously and continue to do so for all your questions and answers. We even schedule a lot of one-on-one directly with investors. Please continue to reach out if you've got additional questions. A reminder to our attendees that only registered shareholders or duly appointed proxy holders are entitled to ask questions at this meeting. To ask a question, please simply click on the Ask a Question button on the left side of your screen. If there's no additional questions, on behalf of the entire team at VIQ, we want to thank everyone for joining us today on the call. You may now disconnect. Thank you all for joining today's meeting. You may now disconnect.
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