D2L Inc. ($DTOL)

Hello, and welcome to the Annual Meeting of Shareholders of D2L 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. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the company that you first obtain all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to John Baker. Mr. Baker, the floor is yours.

The notice calling this meeting, together with the form of proxy, management information circular and annual report containing the financial statements of V2L for the financial year ended January 31, 2026, and the auditor's report thereon have been properly sent to each requisite recipient. Additional copies of these materials are also available online on the company's SEDAR+ profile at www.sedarplus.com and on our company's website. I will dispense with the reading of the notice of the meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present or represented by proxy. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot for all matters. If as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting and you accept the terms and conditions, you will be provided with the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online belt. The polls will be open for all items of business to be voted on at the same time. This will allow you to vote on each item immediately -- or if you prefer, you may wait until the conclusion of discussion on each item prior to casting your vote.

The items of business to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the voting choice displayed on your screen. Once discussion has concluded on all items of business, we'll provide you -- we will provide a few additional moments for you to enter your votes. Back to you, John.

Thank you, Anna. I now declare that the meeting is duly properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting and the scrutineers' complete report on attendance be next to the minutes of the meeting. I now declare the online voting polls open on all items of business. The first item of business is the presentation of the company's consolidated financial statements for the fiscal year 2026 and the auditor's report thereon. Such materials have been properly sent to each requisite recipients -- we will dispense with the reading of the auditor's report. The next item of business is the election of directors. The number of directors to be elected at this meeting is 6. May I please have management's combinations of candidates for election to the Board.

I nominate each of the persons specified in the management information circular delivered with the notice of meeting, being John Baker, Robert Courteau, Tim Connor, Marta DeBellis Tracy Edkins David L. Johnson to serve as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.

As the company did not previously receive finally notice of any further nominations of persons election as directors of the company, as required by the advanced notice of paipations of the company's bylaws, I declare the nominations closed. Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

We'll pause for a moment to allow for questions to be submitted. I confirm that we have not received any further questions from shareholders specifically on this item.

Thank you, Craig. We will now conduct the vote by way of online ballot in accordance with the instructions provided earlier. [Voting] Okay. The next dynamo business is the reappointment of the auditors of the company. I have a motion on this matter.

I move that KPMG LLP be reappointed as auditor of the company until the close of the next Annual Meeting of Shareholders or until a successor is appointed. That the Board of Directors be authorized to fix the auditor's remuneration.

Craig, can you please advise whether any questions have been received on this matter from the participants of this meeting?

Again, I'll pause for a moment to allow for questions to be submitted. I confirm that we have not received any further questions from shareholders specifically on this side on John.

Thank you, Craig. We will now conduct the vote by way of online ballot in accordance with the instructions provided earlier. [Voting]

Craig, before I close voting on all motions has there been any questions.

I'll just take a quick pause here and back to John. And I confirm that we've not received any further questions from shareholders on the motions. Back to you.

Thank you, Craig. The polls on all items of business will remain open for a few more moments. For those of you who have not yet voted on all of the items of formal business, please do so now. As a reminder, if you have previously submitted a proxy or iProxy, you will have voted in respect of the formal business and it's not necessary to vote again on these ballots. [Voting]

Okay. I confirm the pools are now closed, and the scrutineer will finalize tabulation of results and share the final results in due course. Based on the preliminary votes received prior to the meeting, I'm pleased to confirm that the scrutineer has reported to me that all matters put to ballot have been passed with the requisite level of shareholder approval. As a result, I hereby declare that the nominated directors are elected the audit is reappointed, but the Board of Directors being authorized to fix such auditors' remuneration. I can also report that further to the requirements of the Canada Business Corporation side, each nominated director received more votes in favor of the election and votes against. A press release disclosing the director election results will be disseminated and a report disclosing the number of votes cast in favor of, against or withheld from voting resident business at this meeting will be reported as part of the report of voting results to be filed on SEDAR as soon as possible following the meeting. As there are no other business, that may be properly come before this meeting. I declare the formal portion of the meeting terminated. Thank you. For further information about our business, please refer to our Q1 fiscal 2027 financial results webcast is posted on our website at ir.d2l.com. We would now like to invite any supplemental questions from shareholders or proxy holders present -- as for the physical meeting, we will observe the same protocols of appropriateness relative to the meeting. To the extent we are unable to respond to submit your questions, we will endeavor to follow up with you after this meeting. If you wish to ask a question, please click on the Q&A icon and submit your question.

I'll pause for a moment to allow for questions to be submitted. I confirm that we have not received any further questions from shareholders, John.

Thank you, Craig. On behalf of the Board and management of the company, I would like to thank all of our shareholders as well as others who have joined us today for your support and for your attendance. Thank you.

This concludes the meeting. You may now disconnect. [Technical Difficulties - Please refer to the preliminary transcript that will be posted shortly.]