AGM 2020

May 26, 2020

Good day, and welcome to the twenty twenty Annual Meeting of Stockholders of Vera Mobility Corporation. I would now like to turn the conference over to Chairman of the meeting, David Roberts, Chief Executive Officer. Please go ahead, sir. Good morning, and welcome to the twenty twenty Annual Meeting of Stockholders of Variable Mobility Corporation. We're excited to be hosting our first virtual shareholder meeting, which allows us to be more inclusive and reach a greater number of our shareholders. As it is now shortly after nine a. M. Mountain Time, this meeting is officially called to order. We will conduct the business portion of the meeting first, and we will then take any shareholder questions. Before proceeding to the business of this meeting, I would like to introduce you some of the officers and directors of the company and also describe the matters proposed for your consideration and action at this meeting. Joining us via phone this morning are Jay Gelmacher, Doug Davis, Brian Cowan, Jacob Katsube, Cindy Russo and John Rexford, all members of the Board. Here with me in Mesa, Arizona this morning are Tricia Chito, our CFO and Rebecca Collins, our General Counsel. Rebecca will act as Secretary of the meeting. We are also joined by representatives of Ernst and Young, our independent auditors. They will be available during the Q and A session to respond to appropriate questions. Finally, we have appointed Broadridge Financial Services to act as Inspector of the Election. Ms. Ciceranos is with us from Broadridge and has taken the oath of inspector of election earlier today. The board of directors fixed 04/01/2020 as the record date for determining stockholders entitled to vote at this meeting. An affidavit has been delivered attesting to the fact that neither, one, a notice of Internet availability of the notice of the meeting, the proxy statement, the 2019 annual report to stockholders, or two, those documents themselves were mailed on or about 04/10/2020, to all stockholders as of the record date. The affidavit will be incorporated into the minutes of this meeting. The stockholder list shows that, as of the record date, there were 161,692,539 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that there are, represented in person or by proxy, shares of common stock representing 117,716,452 votes, or approximately 72.8% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of conducting business. Now that the technical organizational phase of the meeting has been completed, I will present the matters to be voted on. Proposal one is the election of Class II directors. Our Board has nominated me, David Roberts, Jay Gellmacher and John Rexford for election as Class II directors to hold office until the twenty twenty three Annual Meeting of Stockholders or until a successor is duly elected and qualified. Proposal two is an advisory vote to approve the compensation of our named executive officers as described in our proxy statement. This vote, which is often called a say on pay vote, is nonbinding, although the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. Proposal three is an advisory vote on how frequently we will hold a say on pay vote every one, two or three years. This vote is also nonbinding and our Board recommends an annual say on pay vote. Proposal four is the ratification of the appointment of Ernst and Young as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. Polls are now open. Any stockholder who has not yet voted or who wishes to change their vote may do so now by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. We will pause for a moment to allow stockholders to vote. Thank you. The polls are now closed. Rebecca, has the Inspector of Election provided preliminary voting results? Yes. The report of the Inspector of Election indicates that the nominees for Class two Director have been duly elected. The stockholders have approved our executive compensation as set forth in the proxy statement. The stockholders have voted to hold a say on pay vote annually, and the stockholders have ratified the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. We will be reporting the final official votes results in a Form eight ks to be filed within four business days of this meeting. Thank you, Rebecca. The report of the Inspector of Election will be filed with the minutes of the meeting. There being no further business to come before the meeting, the twenty twenty Annual Meeting of Stockholder Veramobility is now adjourned. The floor is now open for any stockholder questions. Please note that Cale Whittington and Dan Rhode, representatives of Ernst and Young, the company's independent auditors, are present at the meeting and are available to respond to any questions raised by stockholders. If any stockholders have questions, you may ask them via the web portal. Please note we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. At this time, there are no questions. Ladies and gentlemen, that concludes the annual meeting. Thank you all very much for attending. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.