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VIQ Solutions Inc. — AGM Information 2022
May 16, 2022
45551_rns_2022-05-16_e37ffa9e-8aa9-4de0-90a1-fa3fce18ce0c.pdf
AGM Information
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VIQ SOLUTIONS INC. NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the annual and special meeting of shareholders (the “ Meeting ”) of VIQ Solutions Inc. (“ VIQ ” or the “ Company ”) will be held on Tuesday, June 7, 2022 at 10:00 a.m. (Eastern Time). This year, to deal with the public health impact of COVID-19, the Company will hold the Meeting in a virtual-only format, which will be conducted via live audio webcast. Shareholders of the Company will not be able to attend the Meeting in person. Registered shareholders of the Company and duly appointed proxyholders can attend the Meeting online at https://virtual-meetings.tsxtrust.com/1336 (meeting ID: 1336, password: viq2022) where they can participate, vote or submit questions during the Meeting’s live audio webcast.
The Meeting is being held for the following purposes:
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to receive and consider the financial statements of the Company for its fiscal year ended December 31, 2021 together with the auditors’ report thereon;
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to consider, and if deemed appropriate, pass a resolution to: (i) fix the number of directors to be elected at the Meeting at eight; and (ii) authorize the board of directors (the “ Board ”) to determine the number of directors from time to time and the number of directors to be elected at annual meetings of the Company within the minimum and maximum number of directors set forth in the articles of VIQ, in accordance with Section 125(3) of the Business Corporations Act (Ontario);
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to elect as directors for the forthcoming year the nominees proposed by management of the Company;
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to re-appoint KPMG LLP, Chartered Professional Accountants, as auditors of the Company and to authorize the Board to fix their remuneration;
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to consider and, if deemed appropriate, pass a resolution confirming the adoption of the amended and restated by-law no. 1 of the Company, as approved by the Board on May 2, 2022, as further described in the accompanying management information circular (the “ Information Circular ”); and
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to transact such other business as may properly be brought before the Meeting or any postponement(s) or adjournment(s) thereof.
The specific details of the matters proposed to be put before the Meeting are set forth in the accompanying Information
- Circular.
The record date for the determination of shareholders of the Company entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof is April 29, 2022 (the “ Record Date ”). Shareholders of the Company whose names have been entered in the register of shareholders of VIQ at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.
If you are a registered Shareholder of the Company and are unable to attend the Meeting or any adjournment(s) or postponement(s) thereof, please date, sign and return the accompanying form of proxy (the “ Proxy Instrument ”) for use at the Meeting or any adjournment(s) or postponement(s) thereof in accordance with the instructions set forth in the Proxy Instrument and Information Circular.
- If you are a non registered beneficial shareholder of the Company, a voting information form (also known as a VIF), instead of a form of proxy, may be enclosed. You must follow the instructions provided by your intermediary in order to vote your common shares. Non-registered beneficial shareholders who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests, but guests will not be able to vote at the Meeting.
DATED at Mississauga, Ontario this 29[th] day of April 2022.
BY ORDER OF THE BOARD
(signed) “Sebastien Paré” Chief Executive Officer and Director
MANAGEMENT INFORMATION CIRCULAR 2022
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