Topicus.com Inc. ($TOI)

Please welcome Board of Director and Board Vice Chairman, Constellation Software, Lawrence Cunningham.

Thank you very much. Good morning. Welcome to the Annual General Meetings of Constellation Software, Inc., Lumine Group and Topicus.com. Before we begin our management presentations and shareholder Q&A, we'd like to proceed with the formal aspects of these annual general meetings. To start with Topicus, I welcome to the stage, Corporate Secretaries, Mark Dennison and Caroline Khachehtoori. Mark, Caroline.

Good morning. I'm Mark Dennison. I am the Corporate Secretary of Topicus. Robin Van Poelje, our Chief Executive Officer and Chair of the Board has asked me to act as chair of today's meeting. Our CFO, Jamal Baksh will act as Secretary of the meeting. Shirley Tom and Melissa Phillips of Computershare will act as the scrutineers and compute the votes of any polls taken at this meeting. We are conducting today's meeting as a hybrid meeting held virtually via live webcast and in-person. Before we get started, I wanted to outline a few logistical items regarding the conduct of this meeting. Any questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the formal part of this meeting. For virtual attendees who would like to submit questions online for the Q&A session that will occur after the Constellation meeting, please submit your questions during the Constellation meeting beginning at or around 8:30 a.m. Eastern time. For in-person attendees, please save your questions for the Q&A session later this morning after the formal portion of this meeting has been fully completed. As in past years, the vast majority of shareholders submitted their proxies or voting instructions in advance of this meeting, but registered shareholders and duly appointed proxy holders, whether attending virtually or in person, will also have the opportunity to vote during the meeting. If you have voted in advance of this meeting and do not wish to change your vote, then you do not need to do anything and should not vote again. If you do vote again, doing so will automatically revoke your prior vote. For the purposes of those joining the meeting today virtually, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after it is introduced. When you're asked to vote, you will receive a message on the virtual interface requesting you to register your votes. When voting commences, the polls will be open for the duration of the formal part of this meeting. For those registered shareholders and duly appointed proxy holders joining the meeting today in person, voting on all matters will be conducted by ballot. The formal ballot includes each item of business being voted on. You will be provided with a few moments to complete your ballot with respect to each business item after it is introduced. We will now proceed with the formal part of today's meeting. The Secretary of the meeting has filed with me proof of mailing of the meeting materials. The consolidated financial statements of the company for the year ended December 31, 2025, and the auditor's report thereon have also been mailed to all shareholders of the company who have requested them. Copies of these materials are also available on our SEDAR+ profile and on our website. We would be pleased to deal with any questions concerning the financial statements subsequent to the completion of the formal business of this meeting. The scrutineers have reported to me that we have at least 2 shareholders present and holding or representing by proxy at least 25% of the votes entitled to be cast at this meeting. As such, I declare that a quorum is present for the conduct of business and the meeting is properly constituted for the transaction of business. As noted, voting today will be conducted by electronic ballot for those attending virtually or a physical ballot for those attending in person. The electronic balloting will be open to the registered holders and duly appointed proxy holders who have properly logged in with their control numbers or invite code after the presentation of each business item. The physical ballot has been provided to registered holders and duly appointed proxy holders at registration. The first item of business is the election of directors. There are 5 directors to be elected at this meeting. The management information circular made available to shareholders contains information about the 5 nominees. Those nominees are John Billowits, Alex Macdonald, Lori O'Neill, Donna Parr and Robin Van Poelje. The meeting is open for nominations for the election of directors for the ensuing year or until their successors are appointed -- are elected or appointed, and I call on Caroline Khachehtoori,; General Counsel of Lumine Group; and Bernie Anzarouth, our Chief Investment Officer for Constellation, to nominate and second the nominations of the directors for the coming year.

I nominate each of the persons just named to be a director until the close of the next Annual Meeting of Shareholders or until their successors are appointed.

I second the nominations.

Thank you, Caroline and Bernie. If there are no further nominations, I declare the nominations closed. Voting is now open. I invite registered shareholders and duly appointed proxy holders to submit their vote. As I mentioned earlier, if you have already voted before the meeting, there is no need to do so to do anything unless you would like to change your vote. Registered shareholders and duly appointed proxy holders who have properly logged into the virtual meeting with their control numbers or invite code and wish to vote online, will be able to see the screen -- see on the screen, the election of directors. Registered shareholders and duly appointed proxy holders attending the meeting in person have been given a ballot at registration. If there are any shareholders or proxy holders attending the meeting in person who may require a ballot or not provided one, please identify yourselves to the scrutineers. Please register your votes by selecting or marking with an X on the for or withhold fields next to the name of each proposed director on the voting page for those voting virtually or on your ballot for those voting in person. Only persons nominated are eligible for election. Each shareholder or a proxy holder voting by ballot in person should then sign his or her name on the ballot. We will now proceed with an item on the agenda, which is the appointment of auditors of the company and the establishment of the remuneration for the current year. And I call on Caroline Khachehtoori and Bernie Anzarouth to move and second a resolution appointing the auditors for the current year and authorizing the directors to fix their remuneration.

I move that KPMG LLP, Chartered Accountants are appointed auditors to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed at such remuneration as may be fixed by the directors and that the directors are authorized to fix such remuneration.

I second the motion.

And I'll put the motion to the meeting. Is there any discussion on the motion? Voting is now open. I invite registered shareholders and duly appointed proxy holders to submit their vote. As I mentioned earlier, if you have already voted, there's no need to do anything unless you would like to change your vote. Please register your votes by selecting or marking with an X the for or withhold fields next to the resolution with respect to the appointment of KPMG as the company's auditors on the voting page for those voting virtually or on your ballot for those voting in person. Each shareholder or a proxy holder voting by ballot in person should then sign and print his or her name on the ballot, if you have not already done so. For those voting in person, once you have completed registering your votes on your ballot, please raise your hand and with your ballot for the scrutineers to collect. The scrutineers will collect the ballots from those attending in person and will tabulate the voting results. Although the full voting results are not yet available. I can report that based on the proxies which were received in advance of the meeting, all matters that were put to a vote today have passed. Is there any further business to bring before the meeting? Can I have a motion to conclude the meeting?

I move that the meeting be terminated.

I second the motion.

All those in favor, please signify by raising your right hand. Any contrary? I declare the resolution carried and the meeting terminated. The formal agenda for this meeting is now completed. We will now take a brief break until 8:15 a.m. when the Lumine meeting will begin, and the Constellation meeting will follow thereafter.