illumin Holdings Inc. ($ILLM)

Welcome to the 2026 Annual General and Special Meeting of Illumin Holdings, Inc. Please note that the meeting is being recorded. I would like to introduce Sheldon Pollack, Chair of today's meeting. Mr. Pollack, the floor is yours.

Thank you. Ladies and gentlemen, welcome to the Annual General and Special Meeting of Shareholders of Illumin Holdings, Inc. My name is Sheldon Pollack and as the Chair of the Board of Directors of the corporation, I will chair today's meeting. On behalf of the Board, I wish to express thanks to those shareholders who have submitted their proxies in advance. We are pleased to host the meeting through this virtual meeting platform, accessible to all shareholders regardless of physical location. Please note that only registered shareholders and duly appointed proxy holders of Illumin Holdings, Inc. are permitted to participate in the voting and ask questions on those matters which will be considered during the formal portions of this meeting. I now call to order the Annual General and Special Meeting of the Corporation shareholders. With the consent of the meeting, I appoint Michael Amaro as the Secretary of the meeting. And I also appoint [ Julie Chema ] of TSX Trust Company as scrutineer of the meeting to report on the holders of common shares present in person to report on the number of common shares represented at this meeting, to tabulate the votes on any ballot taken at this meeting and to report thereon to me as a Chair of the meeting. I have been the scrutineer's preliminary report on attendance, at today's meeting, and I can confirm that there is a quorum present at this meeting. A copy of the final report on attendance will be filed with the records of the meeting. We've received confirmation from our TSX from our transfer agent, TSX Trust Company, indicating that proper notice of the meeting has been given in accordance with the Canada Business Corporations Act and the bylaws of the corporation. I direct that a copy of the notice with proof of mailing be kept by the secretary with the records of the meeting. The purposes of today's meeting are set out in the management information circular dated May 6, 2026, copies of which were mailed to shareholders on May 21, 2026, together with the notice of the meeting and the form of proxy. Copies of the management remain circular and other meeting materials are available under the corporation's profile on the SEDAR+ website. In addition to the customary annual meeting matters, there's also 2 items of special business for your consideration today. You'll be asked to consider and if thought advisable, pass with or without variation, one, an ordinary resolution to appoint BDO Canada LLP as auditor of the corporation for the ensuing year and to authorize the directors to fix their remuneration; and two, an ordinary resolution to approve the unallocated awards rights and other entitlements under the corporation's Omnibus incentive plan. We will refer to this resolution as the LTIP renewal resolution. Before we proceed to the matters to be considered at this meeting as meeting is being held virtually via live webcast, I will set out a few rules for the orderly conduct of the meeting. One, Questions in respect of a motion may be submitted by a registered shareholder or duly appointed proxy holder using the instant messaging service of the TSX Trust platform. Please note that there will be a slight delay in the publication of the communition received. Two, in submitting a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Three, questions will generally appear shortly after they are submitted but I will only be addressing most questions during the question period at the end of the meeting. However, in my discretion, I may immediately deal with questions regarding procedural matters or questions directly related to the motions before the meeting. Four, for the purposes of the meeting today, voting on all matters will be conducted via an electronic ballot. Voting on all matters will be possible starting in a few moments once the polls are declared open. Registered shareholders and duly appointed proxy holders may cast their votes by clicking on the voting button on the left side of the screen. Voting on all matters of the meeting will be open at the same time. If you've already submitted your vote by proxy, you should not vote during the meeting unless you wish to change your vote. I now declare the polls open on all resolutions so that registered shareholders or proxy holders may choose to register their votes at any time from now until we close the polls at the end of the meeting. I now declare that this meeting is regularly called and properly constituted for the transaction of business. To expedite the formal part of the meeting, I will move all motions and dispense with the requirements for seconding of motions. The first item of business is the presentation of the corporation's consolidated financial statements for the financial year ended December 31, 2025, and the auditor's report thereon. These financial statements and the auditor's report were mailed to shareholders who did not opt out on March 18, 2026, and are also posted and available on SEDAR+. I will dispense with the reading of the auditor's report. Management will entertain questions with respect to the financial statements of the corporation in the general question period after the formal portion of today's meeting. The next matter to be acted upon is the election of 5 individuals to the Board of Directors. The term of office of the directors is from today until the close of the next annual meeting of shareholders or until such time as their successors have been duly elected or appointed. As per the management information circular, the following persons have been nominated as directors of the corporation to hold office until the close of the next Annual Meeting of Shareholders or until his or her successors are duly elected or appointed: David Andrews, Bruce Barker, Tal Hayek, Paul Khawaja and myself, Sheldon Pollack. Each of the persons nominated has confirmed that he is prepared to serve as a director, and each of them qualifies as a director under the provisions of the Canada Business Corporations Act. The act requires that Board of Directors be elected. Proxies have been solicited for each of these 5 proposed qualified persons. The corporation did not receive notice of any director nominations in connection with the meeting in accordance with the advanced notice bylaw. Accordingly, the only persons eligible to be nominated for election to the Board of Directors of the corporation are the nominees whose names I have mentioned. Since there are no further nominations, I move a motion proposing the election of these 5 directors. The motion is now on the floor. As mentioned at the beginning of this meeting, voting today will be conducted by electronic ballot. You'll be prompted to vote on all items after the presentation of the final item of business. However, if you wish, you may choose to register your votes at any time, including now. I'll now move to the next item of business, which is the appointment of the auditors of the corporation for the ensuing year and to authorize the directors of the corporation to fix the remuneration of the auditors. The Audit Committee of the Board has approved, subject to shareholder confirmation, the appointment of BDO Canada LLP as the auditors of the corporation. I move that BDO Canada LLP be appointed auditors of the corporation until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. The motion is now on the floor. You'll be prompted to vote on the appointment of the auditors after the presentation of all business items for this meeting. I'll now move to the next item of business, which is the approval of the corporation's LTIP renewal resolution. The corporation's Omnibus incentive plan is designed to promote the alignment of interest among employees, directors, officers and shareholders of the corporation. The Omnibus incentive plan allows for a variety of equity-based awards that provide different types of incentives to be granted to certain officers, directors, employees and consultants. The rules of the Toronto Stock Exchange require that every 3 years after institution, all unallocated awards rights or other entitlements under a security-based compensation arrangement that does not have a fixed maximum number of securities issuable must be approved by shareholders. The corporation's Omnibus incentive plan was last approved by shareholders on June 14, 2023. Under the current rules of the Toronto Stock Exchange shareholders improved -- shareholder approval of the unallocated awards rights or other entitlements under the Omnibus Incentive Plan as provided for below will remain valid for 3 years following today's meeting. The text of the LTIP renewal resolution is set out on Page 16 of the Management Information Circular. In order for this LTIP renewal resolution to be approved, it must receive the affirmative vote of not less than a majority of the votes cast in respect thereof by the shareholders of the corporation present today virtually in person or represented by proxy. I move that the corporation's LTIP renewal resolution be approved. The motion is now on the floor. You'll be promoted to vote on the approval of the corporation's LTIP renewal resolution after presentation of all business items for the meeting. I'll now move to the voting items business. As previously mentioned, voting today will be conducted by electronic pallet. You'll now be prompted to register your vote in respect of each of today's business items for this meeting. Please register your votes by accessing the voting page when prompted and pressing the for or withhold or against buttons next to as applicable, the name of each proposed director the resolution with respect to the appointment of BDO Canada LLP as the corporation's auditors and the approval to fix the remuneration of the auditors and the approval of the LTIP renewal resolution. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. Please note that once the polls are declared close, you will no longer be able to submit your votes. We'll now wait a few minutes for the completion of the electronic ballots and then move on with the remainder of the meeting. We will provide registered shareholders and duly appointed proxy holders approximately 1 minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the report regarding the results on voting on all business matters. We will reconvene in a few moments with the scrutineer's report and the voting results. [Voting]

Thank you for waiting. I now declare the polls closed. I've received the scrutineer's report and confirm the following: Each of the 5 nominees have been elected as directors of the corporation to serve until the next Annual Meeting of Shareholders or until their successors are elected appointed. The appointment of BDO Canada LLP as the auditors of the corporation has been approved, and the Board of Directors of the corporation has been authorized to fix their remuneration, and the corporation's LTIP renewal resolution set forth on Page 16 of the Management Information Circular has been approved. I directed the results of the poll for the election of the directors be included in the minutes of this meeting announced in a press release in accordance with the policies of the Toronto Stock Exchange and filed on SEDAR+. Since I'm not aware of any further business to be brought before the meeting, I declare the meeting terminated. As the formal business of the meeting of shareholders of the corporation has now been completed, I would like to turn over the floor if required, to Tal Hayek and to Michael Amaro for any questions. I ask that all registered shareholders who would like to ask a question, use the ask a question feature on the TSX Trust platform to do so. We will answer as many questions as time permits. When asking your question, please state your name, your -- the entity you represent, if any, confirm you are a registered shareholder or a duly appointed proxy holder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. Only questions directly pertaining to today's business items for the meeting will be answered. We will now give attendees a brief moment to type their questions. As there appears to be no questions, on behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. I'd like to thank all of our shareholders for their commitment and I'd like to call this getting terminated. Thank you.

Thank you for attending today's meeting. You may now disconnect.