AGM 2021

Dec 7, 2021

Good morning. Welcome to the annual general and special meeting of Route1 Inc. The meeting will come to order. My name is Tony Busseri. I am the President and Chief Executive Officer of the corporation. I will act as the Chairman of the meeting. Mr. Christian Todd, Secretary of the corporation, will act as the Secretary of the meeting. Does anyone object to the designation of the chairman being myself for the meeting? Roxanne over at Melton Fraser. I hereby appoint Roxanne Prasad, representative of Computershare Investor Services, the corporation's registrar and transfer agent, as scrutineer to report on the shareholders present in person, and the number of shares represented in person, and by proxy, and to compute the votes on any poll taken. The Notice calling this meeting and the accompanying management information circular of the corporation dated as of October 21, 2021. An instrument proxy has been made available to the shareholders of record by notice and access to the directors and to others of the corporation in advance with the relevant bylaws of the corporation, and the secretary has filed with me proof of service. I direct that a copy of such materials, with proof of service be annexed to the minutes of this meeting and as a schedule. I will now ask someone to move and second a resolution dispensing with the reading of the notice. I move a resolution as follows. Be it resolved that the reading of the notice of this meeting be dispensed with. Do we have a seconder? David Fraser. I'll second. John Marino. Thank you. Thank you. All those in favor of the resolution, please so signify. Contrary, if any. I declare the resolution carried. I will now call upon the scrutineer to present their report. The scrutineer's report shows a quorum to be present. I therefore declare the requisite quorum of shareholders is present, and that the meeting is regularly constituted. I direct that the scrutineer's report be annexed to the minutes of the meeting. Before commencing the business of the meeting, I would like to comment on voting procedure. Each holder of a common share is entitled to one vote for each share held in respect of each matter to be dealt with at the meeting. Voting with respect to all items of business will be conducted by a show of hands. If a ballot is conducted on any resolution, I will vote by ballot all proxies submitted to me as proxy holder, as required by law. Please note that each shareholder or proxy holder present in person at this meeting has the right to demand that a ballot be conducted on any matter, either before the show of hands vote or following that vote. I now present to the meeting the financial statements of the corporation for the financial year ended December 31, 2020, and the auditor's report thereon. Copies of the financial statements were made available to the shareholders by request and it's not proposed to ask shareholders to approve the financial statements. However, I will be pleased to deal with any relevant questions concerning the financial statements at this time. If shareholders have questions of a general nature, I propose that you save your questions until after the formal part of the meeting or to contact me at my email address or mobile device number where we can talk further. The next item for business is the election of directors. The intent is to elect seven members at the meeting, as evidenced by the seven nominees in the form of proxy and in the circular. I now declare the meeting open for nominations. I nominate Tony P. Busseri, Peter F. Chodos, Michael F. Doolan, David A. Fraser, Michael D. Harris, John Marino, Edward M. Leader Jr., as directors of the corporation to hold office until the next annual general meeting of shareholders, or until their successors are elected or appointed. Are there any further nominations? If there are no further nominations, I will entertain a motion that nominations be closed. I move that nominations be closed. I, David A. Fraser, second the motion. All those in favor of the motion, please so signify. Contrary, if any? I declare the resolution carried and declare the nomination closed. Seven directors having been nominated, we shall now proceed to the election of directors. All those in favor of the election of Tony P. Busseri as a director, please signify by raising your hand. Withheld, if any. I declare Tony P. Busseri elected. All those in favor of the election of Peter F. Chodos as a director, please signify by raising your hand. Withheld, if any. I declare Peter F. Chodos elected. All those in favor of the election of Michael F. Doolan as a director, please signify by raising your hand. Withheld, if any. I declare Michael F. Doolan elected. All those in favor of the election of David A. Fraser as a director, please signify by raising your hand. Withheld, if any. I declare David A. Fraser elected. All those in favor of the election of Michael D. Harris as a director, please signify by raising your hand. Withheld, if any. I declare Michael D. Harris elected. All those in favor of the election of John Marino as a director, please signify by raising your hand. Withheld, if any. I declare John Marino elected. All those in favor of the election of Edward M. Leader Jr. as a director, please signify by raising your hand. Withheld, if any. I declare Edward M. Leader Jr. elected. The next item of business is the appointment of Grant Thornton LLP as the auditor and the authorization of the directors to fix the auditor's remuneration. I will now ask someone to move and second a resolution appointing auditors. I move a resolution as follows, be it resolved that Grant Thornton Chartered Accountants be and are hereby appointed auditors of the corporation to hold office until the close of the next annual general meeting of shareholders or until their successors are appointed at such remuneration as may be fixed by the directors and the directors be and are hereby authorized to fix such remuneration. I, David Fraser, second the resolution. All those in favor, please so signify. Withheld, if any. I declare the resolution carried. It is now in order for the shareholders to consider, and if deemed advisable, reapprove with or without variation, the stock option plan attached at Schedule A to the circular. Are there any questions from shareholders respecting this resolution? The resolution must be approved by a majority of the votes cast at the meeting, and all shareholders present or represented at the meeting are entitled to vote. I will now ask someone to move and someone to second the resolution. I move a resolution as follows. Be it resolved that the plan as defined in the circular attached to the circular at Schedule A, subject to any modifications required by applicable stock exchanges or regulatory authorities, be and is hereby authorized and approved to grant stock options pursuant and subject to the terms and conditions of the stock option plan, entitling the option holders to purchase up to a maximum of 10% of the issued and outstanding capital of the corporation as of the time of the grant. In accordance with the terms of the stock option plan and within the rules and policies of applicable stock exchanges and regulatory authorities in effect at the time of granting, be and is hereby approved. Any one director or one officer of the corporation is hereby authorized and directed, acting for, in the name of, and on behalf of the corporation, to execute or cause to be executed under the seal of the corporation or otherwise, and to deliver or cause to be delivered such other documents and instruments, and to do or cause to be done all such other acts and things as may, in the opinion of such director or officer of the corporation, be necessary or desirable to carry out the intent of the foregoing resolution. I, David A. Fraser, second the resolution. All those in favor of the motion, please so signify. Contrary, if any. I declare the resolution carried. It is now in order for the shareholders to consider, and if deemed advisable, an amendment, with or without variation, to the bylaws of the corporation to provide for the advance notice of director nomination attached at Schedule C to the circular. Are there any questions from shareholders respecting this resolution? The resolution must be approved by a majority of the votes cast at the meeting, and all shareholders present or represented at the meeting are entitled to vote. I will now ask someone to move and someone to second the resolution. I move the resolution as follows. Be it resolved that bylaw number one of the corporation be amended to incorporate the advance notice provisions as set out in Schedule C of the corporation's management information circular dated October 21, 2021, and any one director or officer of the corporation be and is hereby authorized and directed to do all such acts and things, and to execute and deliver under the corporate seal or otherwise all such deeds, documents, instruments, and assurances as in their opinion may be necessary or desirable to give effect to the foregoing resolutions. I, David A. Fraser, second the resolution. All those in favor of the motion, please so signify. Contrary, if any. I declare the resolution carried. Is there any further business? If there is no further business, may we have a resolution to terminate the meeting? Mr. Chairman, I move the meeting be terminated. I, David Fraser, second the resolution. All those in favor of the motion, please so signify. Contrary, if any. I declare that the meeting is now terminated.