ASM 2018

May 31, 2018

Good morning, and welcome to Teladoc's Annual Meeting of Stockholders. I would now like to turn the conference over to Jason Gorevic, CEO. Please go ahead. Good afternoon, and welcome to Teladoc's 2018 Annual Meeting of Stockholders. It is now 2 p. M. Eastern Time. My name is Jason Gorevic, and I am Chief Executive Officer and Director of Teladoc. I will serve as Chairman of today's meeting and Adam Vandervoort, Chief Legal Officer and Secretary of Teladoc will serve as Secretary of the meeting. Stockholders who access the meeting using their 16 digit control numbers will be able to ask questions during the meeting by typing their questions where indicated on the virtual stockholder meeting website. I hereby call the 2018 annual meeting to order and turn the meeting over to Adam. Adam? Thanks, Jason. I present to the meeting a notice of meeting dated April 20, 2018, a proxy, a proxy statement and an affidavit attesting that the same were mailed beginning on April 20, 2018 to stockholders of record as of April 6, 2018. I also present to the meeting an alphabetical list of all of the stockholders of record as of April 6, 2018, showing the last known address of each stockholder and the number of shares common stock registered in such stockholder's name. The original affidavit, together with the documents attached, will be annexed to the minutes of this meeting. The list of stockholders will remain available on our virtual stockholder meeting website for inspection during the meeting by stockholders who access the meeting using their 16 digit control numbers. Jim Rait of American Election Services is Inspector of Election for this meeting and any adjournment thereof and has subscribed an oath to execute his duties as Inspector of Election. A preliminary count indicates that the holders of record of more than a majority of the outstanding shares of common stock Teladoc are present or represented at the meeting in person or by proxy. The Inspector of Election is making an exact count and will submit a formal report and the certificate that he will deliver later today. Since, as indicated by the preliminary count, a majority of the outstanding shares of common stock of Teladoc is represented at the meeting, I declare that a quorum is present subject to confirmation of that fact by the Inspector of Election. We will now proceed to the proposals on which stockholder votes will be taken today. No motions or seconds will be required. I now declare the polls open to vote on the 5 proposals before this meeting. If you have not voted and have your 16 digit control number, you may vote your shares on the virtual stockholder meeting website. If you have delivered a proxy to Teladoc, your shares will be voted in the manner you specified. And unless you wish to change your vote, it will not be necessary for you to revote your shares at this meeting. If you would like to change your vote, you may do so by voting on the virtual shareholder meeting website. Proposal 1. The first matter to be acted upon by the stockholders is the approval of an amendment to Teladoc's amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 100,000,000 to 150,000,000. Proposal 2. The second matter to be acted upon by the stockholders is the election of directors to Teladoc's Board of Directors. The names of the nominees are Mr. David B. Snow, Jr, Ms. Helen Darling, Doctor. William H. Frist, Mr. Michael Goldstein, Mr. Jason Gorevic, Mr. Brian McAndrews, Mr. Thomas G. McKinley, Mr. Arnik Multani, Mr. Kenneth H. Paulus, Mr. David Schedlars. Proposal 3. The 3rd matter to be acted upon by the stockholders is approving on an advisory basis the compensation of Teladoc's named executive officers Proposal 4, the 4th matter to be acted upon by the stockholders is approving on an advisory basis the frequency of future advisory votes on the compensation of Teladoc's named executive officers. Proposal 5, the 5th matter to be acted upon by the stockholders the ratification of the appointment of Ernst and Young LLP as independent auditors of Teladoc for the year ending December 31, 2018. We will now pause for a brief interval to allow stockholders to vote or change their votes through the virtual stockholder meeting website. I now declare the polls closed. I have been informed by the Inspector of Election that more than a majority of the shares of Teladoc stock entitled to vote at this meeting have been voted in favor of increasing the number of authorized shares of common stock. More than a plurality of the shares of common stock represented at this meeting either in person or by proxy have been voted in favor of the election of each of the 10 nominees as a Director. More than a majority of votes have been cast in favor of Proposals 35 and more than majority of the votes cast on Proposal 4 have been cast in favor of annual future advisory votes. I hereby declare that proposals 1, 3, 4 and 5 have been approved, ratified and otherwise disposed of as applicable by the stockholders and that each of the 10 nominees for director has been elected. Jason, I move to adjourn the annual meeting of Teladoc Inc. Thanks, Adam. There being no other business to conduct at this meeting, the 20 18 Teladoc Stockholders Meeting stands adjourned. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.