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VIQ Solutions Inc. — Proxy Solicitation & Information Statement 2022
May 16, 2022
45551_rns_2022-05-16_6083381c-ae39-4957-bc60-9d101319539f.pdf
Proxy Solicitation & Information Statement
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VIQ Solutions Inc.
(the “Corporation”)
FORM OF PROXY (“PROXY”)
Annual and Special Meeting Tuesday, June 7, 2022 at 10:00 a.m. (Eastern Time) URL: https://virtual-meetings.tsxtrust.com/1336 Password: viq2022 (case sensitive ) (the “Meeting”)
RECORD DATE: April 29, 2022 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: Friday, June 3, 2022 at 10:00 a.m. (Eastern Time)
VOTING METHOD
| FILING DEADLINE FOR PROXY:Friday, June 3, 2022 at 10:00 a.m. (Eastern Time) | FILING DEADLINE FOR PROXY:Friday, June 3, 2022 at 10:00 a.m. (Eastern Time) |
|---|---|
| **VOTING METHOD ** | |
| INTERNET | Go towww.voteproxyonline.comand enter the 12digit control numberabove |
| FACSIMILE | 416-595-9593 |
| TSX Trust Company301 - 100 Adelaide Street WestToronto,Ontario,M5H 4H1 |
The undersigned hereby appoints Sebastien Pare , whom failing Alexie Edwards (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 if 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.
- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES
| 1. Number of Directors | FOR | FOR | FOR | FOR | FOR | FOR | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST | AGAINST |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| To consider and, if thought advisable, to pass, with or without variation, a special resolution to: (i) fix the number of directors to be elected at the Meeting |
To consider and, if thought advisable, to pass, with or without variation, a special resolution to: (i) fix the number of directors to be elected at the Meeting at eight; and (ii) authorize the board of directors of the Corporation to determine the number of directors from time to time and the number of directors to be elected at annual meetings of the Corporation within the minimum and maximum number of directors set forth in the articles of the Corporation, in accordance with Section 125(3) of the Business Corporations Act (Ontario).
| 2. Election of Directors | 2. Election of Directors | FOR | FOR | FOR | FOR | FOR | FOR | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD | WITHHOLD |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| a)Sebastien Pare | |||||||||||||
| b)LarryTaylor | |||||||||||||
| c)HarveyGordon | |||||||||||||
| d)Christine Fellowes | |||||||||||||
| e)JosephQuarin | |||||||||||||
| f)Yixin Pan | |||||||||||||
| g)Susan Sumner | |||||||||||||
| h)BradleyWells | |||||||||||||
| 3. Appointment of Auditor | FOR | WITHHOLD | |||||||||||
| Appointment ofKPMG LLP Chartered Professional Accountantsas Auditor of the Corporation for the ensuing year and authorizing the directors of | |||||||||||||
| the Corporation to fix their remuneration. | |||||||||||||
| 4. Approval of Amended and Restated By-Law No. 1 | FOR | AGAINST | |||||||||||
| To consider and, if thought appropriate, to pass, with or without variation, a resolution confirming, ratifying and approving the amended and restated By- | |||||||||||||
| Law No. 1 of the Corporation. |
To consider and, if thought appropriate, to pass, with or without variation, a resolution confirming, ratifying and approving the amended and restated ByLaw No. 1 of the Corporation.
This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
PLEASE PRINT NAME
Signature of registered owner(s) Date (MM/DD/YYYY)
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Proxy Voting – Guidelines and Conditions
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THIS PROXY IS SOLICITED BY MANAGEMENT OF THE CORPORATION.
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THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
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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.
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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.
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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.
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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.
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:
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[Annual Financial Statements with MD&A ]
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[Interim Financial Statements with 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
Check this box if you wish to receive the selected financial statements electronically and print your email address below
E-mail (optional)
By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en
VIQ Solutions Inc. 2022
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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.
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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.
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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-insiteregistration
Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.
www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL
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