Haivision Systems Inc. ($HAI)

Hello, and welcome to the Annual Meeting of Shareholders of Haivision Systems 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 same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and Haivision that you first obtained all required consents for the disclosure, recording, transfer and use of such personal information from all appropriate persons before your disclosure. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Miroslav Wicha, the Chairman, President and Chief Executive Officer of Haivision Systems Inc. Mr. Wicha, the floor is yours.

Thank you. Welcome to Haivision's Annual Meeting of Shareholders. Today's meeting is being held virtually to enfranchise and give all shareholders an equal opportunity to attend the meeting regardless of their geographic location. The matters to be considered at today's meeting are: the receipt of Haivision's audited consolidated financial statements for the financial year ended October 31, 2025, together with the report of the auditor thereon. The election of the directors of Haivision for the ensuing year, the appointment of Deloitte LLP as the auditor of Haivision and authorization for the Board of Directors to determine their remuneration to be paid to the auditor. The approval of the unallocated awards under Haivision's equity incentive plan, the reapproval of the shareholder rights plan and any other matter, which may properly be brought before the meeting. During the meeting, registered shareholders and duly appointed and registered proxy holders may at any time submit questions or communicate with the Chair and the Secretary by clicking on the QA icon, typing in and submitting their question or comment. If you're attending as a guest, you will not be able to ask questions during the meeting. Given the virtual format of the meeting and in order for us to expediently address as many questions as we can, we would encourage shareholders who have a specific question on the items of business to be discussed and voted on at today's meeting to submit their questions now. If you have further questions not specifically relating to the items of business to be discussed at today's meeting, please feel free to submit those questions at any time, and they will be addressed at the conclusion of the meeting. With the consent of the meeting, I will act as Chair of the meeting and in accordance with the current bylaws of Haivision. Mr. Rabinowitz will act as Secretary of the meeting. I will now pause 10 seconds if there are any questions and ask Mr. Rabinowitz, who is also monitoring the questions, to let me know if there are any questions.

No, Mr. Chairman, there are no questions.

I have received an affidavit from Computershare as to the due mailing to shareholders of the notice calling the Annual Meeting of Shareholders and the formal proxy for the meeting. The management information circular for the meeting, together with the 2025 annual financial statements and related auditor's report were made available through the notice and access system of the Canadian securities regulators. They are also available on SEDAR+ and on website at envisionreports.com. I request that a copy of the notice of the Annual Meeting of Shareholders, together with the affidavit attesting to the mailing of the notice of the formal proxy, be kept by the Secretary with the records of the meeting. The scrutineer has provided a report regarding shareholder attendance at the meeting. Based on the preliminary tabulation of proxies received to date, the scrutineer reports that a quorum is present. I accept the scrutineer's report and declare that a quorum of shareholders is present. I also declare this meeting to be properly called and duly constituted for the transaction of business. The scrutineer's report will be provided to the Secretary of the meeting and will be incorporated into the minutes of this meeting. I will go back, and I realize I missed the appointment of scrutineer. So with the consent of the meeting, Pina Pacifico of Computershare Investor Services, Inc. will act as the scrutineer of the meeting. I will now pause 10 seconds if there are any questions and ask Mr. Rabinowitz to let me know if there are any questions.

No, Mr. Chairman, there are no questions.

Thank you. Let's move to voting. Before we consider the business of the meeting, I would like to comment on the voting procedures to be used at today's meeting. To facilitate the formal business of the meeting, Jean-Philippe Bertrand will propose and [ Marissa Quirez ] will second the formal motions. Each of Mr. Bertrand and [ Ms. Quirez ] have been duly appointed as proxyholders. At this meeting, each share held as of the record date is entitled to 1 vote. If you have voted your shares prior to the start of the meeting, your vote has been received by Haivision's scrutineer, there is no need to vote those shares during the meeting, unless you wish to revoke or change your vote. As such, if you have already voted and do not wish to revoke or change your vote, please do not vote during this meeting. In order to streamline the voting procedure, we will now open the poll. And at any time during the meeting, registered shareholders who have not already provided voting instructions or appointed a proxyholder that are logged on and wish to vote their shares may do so by clicking on the Vote tab on your screen. Duly appointed or registered proxyholders may also vote now using the same method. The polls will remain open until just before the conclusion of the formal business of the meeting. If you are attending this meeting as a guest, you will not be able to vote or ask questions during the meeting. The first item of business is the presentation of the audited consolidated annual financial statements of Haivision for the year ended October 31, 2025, together with the auditor's report thereon. The financial statements are available under Haivision's profile on SEDAR+ and on Haivision's website. They can also be accessed via the web portal. I now present to the meeting the financial statements together with the auditor's report thereon. I ask the secretary to keep a copy of these statements with the minutes of this meeting. The next item of business is the election of directors of the Board of Directors for a term expiring at the close of the next Annual Meeting of Shareholders in 2027 or until their respective successors are elected or appointed or they otherwise cease to hold office. As stated in the management information circular prepared and filed for this meeting, 6 directors are to be elected at this meeting. The directors are named in the management information circular. Mr. Sid Horn, who has been a Director of the company since 2021, will not be standing for reelection. On behalf of the Board, I would like to thank Sid for his dedicated service and valuable contributions to the company since joining the Board. The Board of Directors of Haivision unanimously recommends that shareholders vote in favor of the election of each of the 6 proposed nominees. Mr. Bertrand, would you please propose the nominations for the election of directors?

Mr. Chairman, my name is Jean-Philippe Bertrand. I'm a proxyholder appointed by a shareholder of Haivision. I nominate the following persons for election as directors of Haivision to hold office for a term to expire immediately following the Annual Meeting of Shareholders in 2027 or until their respective successors are elected or appointed or they otherwise cease to hold office. Harvey Bienenstock, Neil Hindle, Lee Levy, Robin Rush, Julie Tremblay and Mirko Wicha.

[ Ms. Quirez ], would you please second the motion?

I second the motion.

Thank you. As no notice of additional director nominees was received in accordance with Haivision's advanced notice bylaw, I declare nominations closed. Mr. Rabinowitz, have we received any questions relating to this item of business?

No, Mr. Chairman, there are no questions.

Thank you. As a reminder to shareholders and proxyholders voting at the meeting, to vote on this item of business, you will find listed the names of the 6 nominees for election to the Board of Directors listed in the management information circular. For each nominee, you may vote for or against voting in respect of that nominee. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the Secretary based on the scrutineer's report that a significant majority of the proxies received by management prior to the meeting have been voted for the election of each of the persons nominated to serve as directors. I will announce the voting results after all other matters of business have been voted on. You can cast your vote until I announce that polls are closed. Well, the next item of business is the appointment of Haivision's auditor for the ensuing year and authorizing the Board of Directors of Haivision to fix the auditor's remuneration. The Board unanimously recommends that the shareholders vote in favor of the appointment of Deloitte LLP as the auditor of Haivision and its subsidiaries for the ensuing year and to authorize the Board to fix the remuneration of the auditor. Mr. Bertrand, would you please make a motion?

My name is Jean-Philippe Bertrand. I am a proxy holder appointed by a shareholder of Haivision. I move that Deloitte LLP be appointed as the auditor of Haivision to hold office until the next Annual Meeting of Shareholders or until their successors are appointed that the Board of Directors of Haivision be authorized to fix its compensation.

[ Ms. Quirez ], would you please second the motion?

I second the motion.

A motion has been made and seconded to appoint Deloitte LLP as Haivision's auditor and to authorize the Board of Directors of Haivision to fix its remuneration. Mr. Rabinowitz, have we received any questions relating to this item of business?

No, Mr. Chairman, there are no questions.

Thank you. As a reminder to shareholders and proxyholders voting at the meeting to vote on this item of business, you may vote for or withhold from voting in respect of this motion. You may not vote for any accounting firm other than Deloitte LLP. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the Secretary based on the scrutineer's report that a significant majority of the proxies received by management prior to the meeting have been voted for the motion. The next item of business is the consideration of an ordinary resolution approving unallocated awards under Haivision's equity incentive plan, the full text of which can be found on our website at www.haivision.com and a summary of the key terms, which can be found on Page 24 of our management information circular. As our equity incentive plan does not include a fixed maximum number of common shares that can be issued in settlement of awards, these unallocated awards must be approved by the shareholders every 3 years under the Toronto Stock Exchange rules. The resolution providing -- or sorry, resolution approving the equity incentive plan unallocated awards must be approved by at least a majority of the votes cast at the meeting. The Board unanimously recommends that the shareholders vote in favor of the equity incentive plan unallocated awards resolution. Mr. Bertrand, would you please make a motion?

My name is Jean-Philippe Bertrand. I am a proxyholder appointed by a shareholder of Haivision. I move that the resolution approving and authorizing all common shares, which may be issuable pursuant to the unallocated awards under Haivision's equity incentive plan be approved and authorized to be granted and issued until April 23, 2029. The whole is further described in Appendix B of the management information circular prepared for this meeting.

[ Ms. Quirez ], would you please second the motion?

I second the motion.

Thank you. Mr. Rabinowitz, have we received any questions relating to this item of business?

No, Mr. Chairman, there are no questions.

Thank you. As a reminder to shareholders and proxyholders voting at the meeting, you may vote for or against in respect of this motion. If you have already provided voting instructions on the proxy, you do not need to vote on this matter. I have been advised by the Secretary based on the scrutineer's report that a significant majority of the proxies received by management prior to the meeting have been voted for the motion. The final item of business is the consideration of an extraordinary resolution reapproving Haivision's shareholder rights plan, the full text of which will be found on SEDAR at www.sedar.com under the Haivision's profile and a summary of the key terms on Page 15 of our management information circular. Haivision adopted a shareholder rights plan in 2023, which the shareholders approved at our 2023 shareholder meeting. Shareholder rights plans have been adopted and reconfirmed by a large number of publicly held corporations in Canada, and such plans are now well-established strategy used by a company to permit sufficient time to assess and respond to an unsolicited takeover bid. The Board reviewed Haivision's shareholder rights plan for conformity with current practices of Canadian issuers and has confirmed that the terms of the proposed shareholder rights plan are substantially similar to those plans. Based on its review, the Board has concluded that the readoption of the shareholder rights plan is in the best interest of Haivision and its shareholders. The resolution approving the shareholder rights plan must be reapproved by at least a majority of the votes cast at the meeting. The Board unanimously recommends that the shareholders vote in favor of the shareholder rights resolution. Mr. Bertrand, would you please make a motion?

My name is Jean-Philippe Bertrand. I am a proxyholder appointed by a shareholder of Haivision. I move that the shareholder rights plan between Haivision and Computershare Investor Services Inc. dated March 17, 2023, and the issuance of all rights issued pursuant to such shareholders' rights plan be confirmed and reapproved. The whole is further described in Appendix C of the management information circular prepared for this meeting.

[ Ms. Quirez ], would you please second the motion?

I second the motion.

Thank you. Mr. Rabinowitz, have we received any questions relating to this item of business?

No, Mr. Chairman, there are no questions.

Thank you. As a reminder to shareholders and proxyholders voting at the meeting, you may vote for or against in respect of this motion. If you have already provided voting instructions or submitted a proxy, you do not need to vote on this matter. I have been advised by the Secretary based on the scrutineer's report that a significant majority of proxies received by management prior to the meeting have been voted for the motion. I will now wait 1 minute to allow shareholders to submit their votes, and we will then close the polls. [Voting]

The polls are now closed with respect to voting on all of the motions. Mr. Rabinowitz, could you please provide the preliminary voting results?

Mr. Chairman, based on the preliminary report of the scrutineer, all items voted upon at the meeting have received more than the number of votes required, and therefore, all items are passed. The final voting rights -- the results, excuse me, the final voting results will be posted online on SEDAR+ at www.sedarplus.ca under Haivision's profile.

Thank you, Mr. Rabinowitz. In light of the results of the voting, I now declare that the 6 director nominees named in the management information circular have been duly elected as directors. that Deloitte LLP is appointed as auditor of Haivision until the next annual meeting or until its successors are appointed and that the Board of Directors of Haivision is authorized to fix its remuneration, that the unallocated awards under Haivision's equity incentive plan have been approved and the shareholder rights plan has been reapproved. A final report to be furnished by the scrutineer subsequent to the meeting will be incorporated into the minutes of the meeting. Is there any other business that may be properly brought before this meeting? I will now pause 20 seconds. If there are any questions and ask Mr. Rabinowitz, who is also monitoring the questions. So let me know if there are any matters of business to come before the meeting.

Mr. Chairman, there are no questions.

Thank you. Since there are no other matters of business to come before the formal part of the meeting, I declare the meeting concluded and terminated. This concludes the formal part of the meeting. Thank you all for attending our virtual meeting today.

This concludes the meeting. You may now disconnect.