DATA Communications Management Corp. ($DCM)

Good morning, ladies and gentlemen. My name is Greg Cochrane. I'm the Vice Chair of Data Communications Management, DCM. And it's my honor to call this Annual and Special Meeting of DCM Shareholders to order. For those of you who are shareholders, thank you for joining us today. We also welcome all of our guests who are attending today's meeting, whether in person or virtually via the Microsoft Teams webcast link we have created for this meeting. As a reminder, the webcast does not have voting capabilities. Therefore, all shareholders who have accessed the meeting via the webcast and were eligible to vote at the meeting, must have cast their vote by submitting a completed form of proxy or voting instruction from prior to the meeting by one of the means described in the company's management information circular for the meeting. Also, present with me are Richard Kellam, our Chief Executive Officer; and James Lorimer, the company's CFO. I'd also like to introduce each of our directors who are attending today. Jim Murray is with us today. And remotely, we have Alison Simpson, Kingsley Ward, Derek Watchorn; and Mike Sifton. For those of you who are joining us online through the webcast, you can submit your questions after the formal part of the meeting using the chat or raise your hand feature in Microsoft Teams. We will try to answer all your questions once the formal portion of the meeting is over. As we look to the coming year, we remain focused on the opportunities DCM has in terms of its business, shareholder value creation and the positive impacts the company can have on our communities. Our engagement with shareholders is not limited to this meeting. Throughout the year, our Board and management consider the shareholder feedback we receive from a variety of sources. What we learn helps us prioritize our efforts and identify areas of emerging interest for the Board. Thank you for the trust you place in us and the opportunity to serve you and our company as a director. DCM elected to send out proxy-related materials for this meeting to shareholders using the notice and access provisions of applicable Canadian security laws. I will refer to those provisions in this meeting as the notice and access provisions. With the consent of this meeting, I will serve as the Chair. I now call the meeting to order. Our CFO, James Lorimer, is in attendance and will act as Secretary of the meeting. I've appointed Shirley Tom of Computershare Investor Services to act as scrutineers. Thank you, Shirley. Notice of the meeting. Computershare has deposited with me a statutory declaration confirming the sending of the notice of this meeting to each shareholder entitled to vote at the meeting and to each director and to the auditors of the corporation. The notice calling this meeting requires that shareholders intending to vote by proxy must have deposited their proxies with Computershare Investor Services no later than 11:00 a.m. Toronto Time on May 19, 2026. The proxies so deposited are now in the custody of the scrutineers and reflected in the preliminary scrutineers' report. The scrutineers have confirmed that these proxies represented approximately 21,204,413 common shares of the corporation or approximately 38.6% of the outstanding common shares. The scrutineers have also confirmed that a quorum is present. A final scrutineer's report will be available after the conclusion of this meeting and will be kept with the records of this meeting. As the notice of this meeting has been given as required and a quorum is present today, I declare that the meeting has been regularly called and is properly constituted for the transaction of business. The agenda for motions with respect to the business that is to be dealt with at this meeting is contained in the notice of meeting you received prior to this meeting. A number of shareholders or proxy holders present have agreed to assist with the presentation of the motions. At the conclusion of the formal part of the meeting, we will provide an opportunity for you to ask questions. When submitting questions, please provide your name for the record of this meeting. There are 4 matters set out in the notice of meeting to be voted on by shareholders. Unless there's an objection, I will dispense with the reading of the notice. The appointment of auditors will be voted on by a show of hands unless it is determined that a ballot is appropriate. The election of directors, reconfirmation of DCM's long-term incentive plan, and confirmation of DCM's shareholder rights plan will each be voted on by ballot. I should make it clear at this point, only registered shareholders who have not previously voted by proxy or duly appointed proxy holders are permitted to fill out a ballot on these votes. If you are a proxy holder, ballots for each matter to be voted on are available from the scrutineers, and these ballots will be used to conduct the votes on those matters. If you're a nonregistered shareholder, you will have already had the opportunity to cast your vote on the matters to be considered at today's meeting by providing voting instructions to your intermediary. Provided you comply with all the voting instructions in the materials sent to you by the intermediary, your votes on these matters have already been received and will be counted by the scrutineers. In order to expedite the voting process, the results of the votes to be conducted by ballot will be publicly announced following this meeting once the scrutineers have received and tabulated the results. All right. Consolidated financial statements. I am tabling at this meeting the 2025 annual consolidated financial statements for the corporation. The financial statements are also available on SEDAR. On behalf of the directors, I now place before the meeting the consolidated financial statements of the corporation and report of the auditors on those statements for the year-end December 31, 2025. Item 1, our appointment of auditors. The first item of business is the appointment of our auditors. James Lorimer has a motion in connection with this matter.

Mr. Chair, I'm a proxy holder, and I move that PricewaterhouseCoopers LLP be and they are hereby appointed auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed and the Board of Directors be and is hereby authorized to fix their remuneration.

Mr. Chair, I'm a proxy holder, and I second the motion.

Thank you, James. Thank you, Richard. All in favor, signify by raising your hand. Thank you. Contrary? None? Passed. I declare the motion carried. Item 2, election of directors. The next item is the election of 7 directors. Each director is to be elected to hold office for a term commencing at the close of this meeting and ending at the close of next Annual Meeting of Shareholders or until his or her successor is elected or appointed. I now declare the meeting open for director nominations. James, please present the motion.

Mr. Chair, I am a proxy holder, and I nominate each of the following: Gregory J. Cochrane, Richard C. Kellam, James J. Murray, Michael G. Sifton, Alison Simpson, J.R. Kingsley Ward and Derek J. Watchorn, for election as directors of the corporation to serve until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed.

Thank you, James. Before I ask whether there are any further nominations, I wish to note that the corporation has adopted a majority voting policy applicable to uncontested director elections. Among other things, this policy enables shareholders to vote separately for each director nominee at meetings of shareholders where directors are to be elected. In addition, pursuant to the corporation's advanced notice bylaw, only persons nominated in accordance with the procedures set out in that bylaw will be eligible for election to the Board of Directors. The corporation did not receive notice of any director nomination containing the information prescribed by the corporation's bylaws prior to the deadline of 5:00 p.m. on April 21, 2026. Are there any further nominations? Okay. I will now entertain a motion respecting the election of each of the nominees as directors of the corporation. James, would you please present that motion?

Mr. Chair, I'm a proxy holder, and I move that each of Gregory J. Cochrane, Richard C. Kellam, James J. Murray, Michael G. Sifton, Alison Simpson, J.R. Kingsley Ward and Derek J. Watchorn be elected as a Director of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until his or her successor is elected or appointed.

Mr. Chair, I'm a proxy holder, and I second the motion.

Thank you, Richard. We will conduct the vote on this matter by way of a ballot. Item 3, reconfirmation of long-term incentive plan. The next item of business is to consider this resolution approving and reconfirming DCM's long-term incentive plan. Pursuant to the policies of the Toronto Stock Exchange, the long-term incentive plan must be approved and reconfirmed by shareholders every 3 years. The full text of the long-term incentive plan resolution and a copy of that plan are set out in Appendix B of the management information circular for this meeting. The long-term incentive plan resolution must be passed by greater than 50% of the votes cast by shareholders present in person or represented by proxy at this meeting. James, you have a motion in connection with this matter?

Yes, Mr. Chair, I'm a proxy holder, and I move that the long-term incentive plan resolution set out in Appendix B to the management information circular of the corporation dated April 7, 2026, be approved.

Mr. Chair, I'm a proxy holder, and I second the motion.

Thank you, Richard. Is there any discussion? No. If there's no additional discussion, we'll conduct the vote again on this matter by way of a ballot. Item 4. The last item of business is to consider a resolution approving and reconfirming the corporation's shareholder rights plan. Pursuant to the terms of the shareholder rights plan, the plan must be approved and reconfirmed by shareholders every 3 years. The full text of the shareholders' right plan resolution is set out in Appendix C in the management information circular. The shareholder rights plan resolution must be passed by greater than 50% of the votes cast by shareholders present in person or represented by proxy at this meeting. James, you have a motion?

Yes, Mr. Chair, I'm a proxy holder, and I move that the shareholder rights plan resolution set out in Appendix C to the Management Information Circular of the corporation dated April 7, 2026, be approved.

Mr. Chair, I am a shareholder, and I second the motion.

Thank you, Richard. Is there any discussion about this with shareholders? If not, we will conduct the vote on this matter by way of a ballot. As I indicated earlier, the corporation will publicly announce the results of each of the votes held today following the conclusion of this meeting. If there's no further business to be brought before this meeting, I would ask James Lorimer for a motion to terminate the formal portion of this meeting.

Mr. Chair, I'm a proxy holder, and I move that this meeting be terminated.

Do we have a seconder?

Yes, Mr. Chair, I'm a proxy holder, and I second the motion.

All in favor, raise your hand. Contrary? Thank you. I declare this meeting terminated. [Operator Instructions] Before we begin, I'll remind everyone that we will be referring to forward-looking information. This information is subject to certain risks and uncertainties as outlined in the forward-looking information disclosure in our press release and more fully within our public disclosure filings on SEDAR. We are now open for questions.

Mr. Chair, it appears we do not have any questions.

All right. Thank you. Thank you, shareholders, guests. Thank you for a great 2025 and confidence in your management team and your Board of Directors. Thank you. Have a good day.