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Coveo Solutions Inc. Proxy Solicitation & Information Statement 2025

Jul 31, 2025

48152_rns_2025-07-31_3225dc83-8b78-4cdd-bb42-87827dfe1972.pdf

Proxy Solicitation & Information Statement

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Notice of 2025 Annual General Meeting of Shareholders

To: All shareholders (the "Shareholders") of Coveo Solutions Inc. ("Coveo" or the "Corporation").

NOTICE IS HEREBY GIVEN that the annual general meeting of Shareholders of Coveo will be held virtually via live webcast at https://meetings.lumiconnect.com/400-724-007-523 (password: coveo2025 (case sensitive)) on Thursday, September 11, 2025 at 11:00 a.m. (Eastern Time) (the "Meeting"), for the purposes of:

  1. receiving the Corporation's consolidated financial statements for the fiscal year ended March 31, 2025 ("Fiscal 2025"), and the auditors' report thereon;
  2. electing seven (7) directors of the Corporation for the ensuing fiscal year;
  3. appointing PricewaterhouseCoopers LLP, chartered professional accountants (the "Auditors"), as auditors of the Corporation for the fiscal year ending March 31, 2026, and authorizing the directors to fix their remuneration; and
  4. considering such other business as may properly come before the Meeting.

The holders of multiple voting shares (the "Multiple Voting Shares") and/or subordinate voting shares (the "Subordinate Voting Shares") of Coveo whose names appear on the list of Shareholders as of close of business at 5:00 p.m. (Eastern Time) on July 28, 2025 (the "Record Date") are entitled to receive this notice of Meeting of Shareholders ("Notice of Meeting") and to vote at the Meeting or any adjournment or postponement thereof. No person who becomes a Shareholder of record after the Record Date will be entitled to vote at the Meeting or any postponement or adjournment thereof.

Registered Shareholders and duly appointed proxyholders, including non-registered Shareholders who duly appointed themselves as proxyholders, will be able to attend the Meeting live, submit questions and vote. Guests, including non-registered Shareholders who have not duly appointed themselves as proxyholders by the cut-off time (as defined below), will be able to attend the Meeting live, but will not be able to submit questions or vote.

YOUR VOTE IS IMPORTANT. If you are unable to attend the Meeting, please complete, date, sign and return the accompanying form of proxy or voting instruction form enclosed herewith for use at the Meeting or any adjournment or postponement thereof. To be effective, the relevant proxy form must be received by our transfer agent, TSX Trust Company, by 11:00 a.m. (Eastern Time) on September 9, 2025 (the "cut-off time"). Your shares will be voted for or withheld from voting in accordance with your instructions as indicated on the relevant form of proxy or voting instruction form. The Corporation elected to conduct the Meeting virtually again this year, in order to maximize Shareholder attendance for those who would be unable to attend in person. All Shareholders, regardless of their geographic location, will have an equal opportunity to participate in the Meeting. We remain committed to ensuring that Shareholder meetings encourage Shareholder participation and engagement. We believe that the use of technology-enhanced Shareholder communications software will facilitate individual investor participation, making the Meeting accessible and engaging for all involved. The Corporation will welcome other opportunities to engage with its Shareholders throughout the year, including at its annual Capital Markets Day in November.

If you have any questions about or require assistance in completing your form of proxy or voting instruction form, or about the information contained in the accompanying management proxy circular of Coveo for the fiscal year ended March 31, 2025 (the "Circular"), please contact Coveo's Vice President, Legal and Corporate Secretary at [email protected] or Coveo's investor relations department at [email protected]. Les actionnaires qui préféreraient recevoir la circulaire de sollicitation de procurations de la direction en français pour l'année fiscale terminée au 31 mars 2025 n'ont qu'à en aviser notre vice-président, affaires juridiques et secrétaire corporatif, à [email protected], ou écrire à notre département de relations avec les investisseurs à [email protected].

The Corporation is using the notice-and-access procedures permitted by Canadian securities laws for the delivery of the Circular, the management's discussion and analysis, the consolidated financial statements of the Corporation and the auditor's report for the fiscal year ended March 31, 2025, its modern slavery report and other related materials of the Meeting (the "Proxy Materials") to Shareholders. Under the notice-and-access procedures, instead of receiving paper copies of the Proxy Materials, Shareholders receive a copy of this Notice of Meeting and a paper copy of our notice of availability of proxy materials (which provides information on how to access copies of the Proxy Materials, how to request a paper copy of the Proxy Materials, and other prescribed details about the Meeting) and a form of proxy or voting instruction form, as applicable. Adopting the notice-and-access procedures facilitates access to the Proxy Materials and contributes to the protection of the environment by reducing the amount of paper sent to Shareholders.

Dated July 31, 2025 in Montréal, Québec, Canada

By order of the board of directors

Laurent Simoneau, Chief Executive Officer