Information Services Corporation (ISC) Earnings Call Transcript & Summary

Welcome to the 2026 ISC Special Meeting of Shareholders. [Operator Instructions]. I would now like to turn the call over to Doug Emsley Vice Chair. Please go ahead.

Good morning, ladies and gentlemen. It is my pleasure to welcome you to this special meeting of the shareholders of Information Services Corporation. My name is Doug Emsley. I am Vice Chair of ISC's Board of Directors and in accordance with the interim order of the Court of King's bench of Saskatchewan dated May 25, 2026 in relation to the proposed arrangement transaction, I'll be chairing today's meeting as Joel Teal, the Chair of ISC's Board of Directors, is unable to participate due to unforeseen circumstances. This is a significant day for the company and its shareholders and Joel is a significant part of the history of getting us to this stage. So he'll be missed . Before the meeting is called to order, I would like to deal with a few housekeeping matters. This meeting will be conducted in accordance with the rules of conduct, copies of which were provided to attendees upon entrance. . In accordance with these rules, guests who are not registered shareholders or proxy holders are welcome to observe at the discretion of the Chair, but we kindly ask that you refrain from voting or addressing the meeting. Participation in the proceedings of this meeting is for registered shareholders and duly appointed proxy holders only, where a shareholder has several individuals in attendance. I ask that you address the meeting through your identified representative. For those shareholders joining us via webcast I would ask -- I would like -- I would also like to remind you that this is an in-person leading, and there is no online voting. If you voted ahead of time by proxy, your votes will be counted according to your proxy instructions. I would also like to advise those in attendance that prior to the date of this meeting, management has received proxies providing sufficient votes from both holders of Class A limited voting shares and the sole shareholder of the Class B Golden share to pass the special resolution approving the arrangement that will be voted on at this meeting. While vast majority of all the votes have been cast in advance of the meeting by proxy, you're right to attend and vote and participate in this meeting is very important. As noted, this meeting is being webcast live, and the webcast will be posted on our website at www.investor.ifc.ca after the meeting. I will now call this special meeting to order. I'd like to begin by introducing some members of ISC, of the ISC leadership team who are present and here in person today, Shawn Peters, on my left ISC's President and Chief Executive Officer; Kathy Hillman-Weir, Executive Vice President, Corporate Governance and Registry Excellence and Corporate Secretary, who will act as the secretary of today's meeting. Robert Antochow, Chief Financial Officer; World Garden, Vice President, Corporate Development and Business Strategy, Jonathan Hackshaw, Senior Director, Investor Relations and Capital Markets; Catherine McClain, Vice President, People and Culture; Todd Antil, Vice President, Registry Operations. As noted, I will preside as Chair of this meeting, and I appoint Kathy Hillman-Weir, ISC's Corporate Secretary to act as Secretary of the meeting. Jennifer Villareal and Christine Caleso of TSX Trust Company, ISC's transfer agent, will act as scrutineers for the meeting. The notice calling this meeting -- the management information circular and form of proxy were mailed to all holders of Class A limited voting shares as of the record date of May 27, 2026. The Secretary has received proof of mailing for these documents. I direct that the statutory declaration of mailing be annexed to the minutes of this meeting, and I'll dispense with the reading of the notice of the meeting. Regarding Quantum. I have been advised by the scrutineers that a quorum of shareholders is present at the meeting in accordance with the bylaws of ISC and the interim order of the court. The scrutineers have advised that a quorum is present and the meeting is properly constituted for the transaction of business. The scrutineers' report on quorum is available for inspection by any shareholder, and I would ask the Secretary to file a copy of it with the minutes of today's meeting. As a procedural matter, I remind you that only registered shareholders and duly appointed proxy holders who held shares at the close of business on May 27, 2026, record date for this media entitled to take an active part in the business of the meeting. I would ask registered shareholders and proxy holders present who may wish to address the meeting to please give your name for the record and advise whether you are a registered shareholder or a proxy holder when you are recognized. The sole item of business for consideration at this meeting is the approval of the proposed sale of all of the outstanding shares of Information Services Corporation to 102-236027 Saskatchewan Limited to be completed by way of arrangement of ISC under Section 1424 of the Business Corporations Act of schedule 2021. To become effective, the special resolution approving the arrangement must be approved in accordance with applicable securities laws and as described in the management information circular by number one, at least 2/3 of the votes cast by the shareholders present or in person or represented by proxy at this meeting. Number two, a simple majority of the votes cast by shareholders present in person or represented by proxy of this meeting, excluding the votes attached to shares owned controlled or directed by each of Crown Investments Corporation of Suskanta and otherwise known as CIC, and those management shareholders who elected to exchange their Class A limited voting shares for LP units of an affiliate of the purchaser otherwise known as the rollover shareholders; and three, CIC as the sole Director of the Glass B Golden Share. As previously mentioned, management has received proxies providing sufficient votes from both holders of Class A limited voting shares and the sole holder of the Class B Golden Share pass the resolution approving your range. The full text of the special resolution approving the arrangement is set forth in TAV A to the Management Information Circular and unless otherwise requested, I will dispense with the reading of such resolution. In order to facilitate the timely completion of the formal business of today's meeting, I will ask Jonathan Hackshaw, and Robert Antochow, employees who are shareholders of ISC to move to our shareholders of ISC to move and second the motions to be brought before the meeting. I will call them at the appropriate time. I remind everyone that only registered shareholders and duly appointed proxy holders are entitled to vote at the meeting. If you're a shareholder who wants shares through a broker and you submitted a form of proxy or voting information form prior to the voting deadline, holders have already been counted, and you may not vote again. Voting for the matter will precede by with ballot. The scrutineers have described have distributed and collected the ballots at the registration table. To facilitate matters if you are a registered shareholder or proxy holder and you have not received a ballot or you have not provided the scrutineers with your ballot, can you please just raise your hand. As everyone at this meeting has provided a ballot to the scrutineers, we'll continue. The arrangement resolution, I now ask for a motion to approve the arrangement resolution as set forth in the management information circular, Jonathan?

My name is Jonathan Hackshaw, and I am a shareholder of IFC, and I move that the special resolution to approve the arrangement of the full text of which is set out in term agent management into circular dated May 27, 2026, is passed.

Second the motion.

My name is Robert Antochow. I'm a shareholder of ISC, and I second the motion. .

Motion has been due to second -- are there any questions on this motion? Seeing no questions. Voting on this resolution will now proceed and be tabulated. So I have received the preliminary scrutineers' report on the ballots and the consent of CIC as the holder of the Glass B gold shares in the arrangement. Taken together, I declare that the special resolution has been carried in the arrangement approved. More than 99.84% of all Class A limited voting shares voted were in favor of the arrangement. -- with more than 99.75% in favor, after excluding those votes cast by CIC and the rollover shareholders as well as CIC voted the Class B Golden share in favor of the arrangement. Scrutineer's report will be filed with the records will be filed with the records of this meeting . As all of the business properly brought before this meeting has been dealt with. This concludes the business of the meeting, and I declare that the meeting is terminated. . On behalf of Joel Teal, our Chairman and the Board of Directors of IFC, I would like to thank everyone for attending the special meeting of shareholders and for your participation. I'd also like to sincerely thank the members of the special committee, well done and the other members of IFC's Board of Directors and management team, IFC Societe and the many other individuals that contributed to this successful transaction. Operator, you may now disconnect. Thank you, everyone, for coming. .

Thank you. This concludes the meeting. You may now disconnect.