Adheris Health Limited ($AHE)

Good morning, ladies and gentlemen. My name is Kate Hill. I'm the Non-Executive Chair of Adheris Health Limited, as the Chair of the meeting to this general meeting. Before I begin, I would like to acknowledge the traditional custodians of the land on which -- well, the land on which I am today, which is the Gadigal people of the Eora Nation and recognize their continuing connection to land, water and culture. I pay my respects to their elders, past and present. I note that this meeting is being held as a virtual-only meeting and all directors are attending online. Today, voting will be via the Computershare platform using the link shown on the screen. Please ensure you've logged in via the Computershare platform if you wish to vote during the meeting. If you experience any difficulties voting during the meeting, please call the telephone number on the screen for assistance. Also present online is Gillian Nairn, our Company Secretary, and we also have Michael Stretton from our share registry, Computershare. Michael will be supporting the meeting as a returning officer. Now it's the nominated start time of 10:00 a.m. and having been informed that a quorum is present, I now declare the meeting open. I will now move to the formal business of the meeting. I refer you to the Adheris Health Limited Notice of General Meeting and Explanatory Statement released to the ASX market announcements platform on the 10th of February 2026. The Notice of Meeting details 2 ordinary resolutions to be put to this meeting. I'll briefly explain our voting and question procedure. Voting on each of the resolutions at this meeting will be conducted by a poll, and the results of the poll will be released to the ASX as soon as possible after the meeting. As I mentioned earlier, voting is via the Computershare platform. You can log into the Computershare platform by scanning the QR code on the screen. Once you are logged into the Computershare platform, you can commence voting when I open the polls by using the vote icon shown on your screen. Please ensure you see a tick against the item you're voting as that indicates your vote has been received. Shareholders can submit a question by using the Q&A function in Zoom. When addressed, your question will be read out loud to the meeting by the Company Secretary. Please include your registered holder name with your question. We will address questions at the appropriate time in the meeting. A summary of the votes and proxies received by the company's share registry, Computershare, by the voting deadline of 10 a.m. on Tuesday, 10th of March, can now be seen on the screen. A total of 58 voting forms were received, representing around 312 million shares or 49% of the company's issued capital. As we move through the items of business, details of the valid votes and proxies received for each -- for and against each resolution will be displayed on the screen before shareholders are asked to vote on the resolutions. As Chair of the meeting, I'll be voted all directed proxies in accordance with the directions provided, and I will vote all open proxies in favor of all resolutions. Where shareholders have appointed others to vote on their behalf and have directed that person how to vote, then those votes have been included in the proxy count. If applicable, I will disregard votes from shareholders excluded from voting for a particular resolution. I now declare the poll open. The first item of business is approval of the amended long-term incentive plan and grants under that plan. The wording of the proposed resolution is on the screen, and I'll read it as well, that for the purpose of Listing Rule 7.2, Exception 13 and for all other purposes, the company approves the company's amended Long Term Incentive Plan, LTIP, and for the issue of up to 31,848,905 securities under the LTIP, the terms and conditions of which are summarized in the explanatory memorandum. So you can see the proxies on the screen. I now propose the resolution. Are there any questions on this resolution?

There is a question, Chair, from Stephen Mayne. A couple of questions from Stephen. One of his questions is you haven't lodged any prepared addresses with the ASX, which could have included early disclosure of the proxy votes on both resolutions being dealt with at this AGM. Have there been any material proxy protest votes against either resolution? If so, what concerns have been raised by the shareholders?

Thanks for your question, Stephen. We didn't lodge any commentary because I think the resolutions stand for themselves, unlike the AGM when it's normal to present or to lodge a Chair's address and CEO's address. As you can see from the proxies, which we've shown at the beginning of the meeting, of the roughly 50% of shareholders who voted all shares that have been voted, the vast majority have voted in favor. We haven't received any commentary from any shareholders. either for or against actually. We've just received the proxies. And the -- obviously, as you can tell from the proxy voting, it's been a number of smaller shareholders who've registered no votes. The bigger shareholders who voted have all voted in favor of both resolutions. Any other questions on this resolution, Gillian?

Stephen Mayne has asked a further question as to how many, which I think is on the slide that we've already shown, Kate, Chair, how many of around 2,500 shareholders voted by proxy before today's meeting and how many are on the call? What steps did we take to maximize retail shareholder participation in this AGM?

Thank you, Stephen, for your question. I think we have 58 votes registered. I guess we didn't take any steps beyond the normal in terms of encouraging investors to vote and be on the -- sorry, the number of people on the call is 17. The number of shareholders on the call is 17 or attendees anyway, beyond the company attendees. So that's 17 external. We lodged the ASX announcement with the notice some 5 or 6 weeks ago. We actually lodged an update more recently where we provided a new login. So that served as a reminder to shareholders that the meeting was on, I think that was last week. So they're the steps that we've taken. Any other questions, Gillian?

There are 2 further questions from Stephen Mayne, Chair. Stephen asked, why are we running the questions on Zoom today and the voting through our share registry provider, Computershare? How much more would it have cost to use the full Computershare online meeting platform for both functions as it's a bit cumbersome asking shareholders to juggle 2 platforms at this meeting.

Thank you for your question, Stephen. I'm not au fait with the current pricing, but back in my day as a company secretary, it used to cost about $10,000 to run a meeting through the Computershare platform. As you know, we are husbanding our resources through this period, and we've taken a lot of steps to reduce cost. And so that was a cost that we decided not to incur in this case. And we hope that the shareholders understand that in preserving your funds, there is perhaps a little bit of awkwardness in this meeting, but we apologize for that. And I think you said there was another question?

There is, Chair. One final question from Stephen Mayne. He says, we have $125 million in accumulated losses. Aren't these incentive grants dilutionary for the existing holders and if approved, will just make it even harder for long-suffering shareholders to recover some of their past losses?

Thank you for that question, Stephen. As you know, if you've been following the fortunes of the company, our previous CEO stepped down in November last year, and we appointed John Ciccio, who had previous history with the company. As part of that, and then John has made some changes at the exec level. A big part of that from a cost perspective was to take cost out of the business, which was desperately needed in light of the industry headwinds that we're facing and the position that the company is in. So when we brought John in, you will know he is on a significantly lower salary than the previous CEO. He is also certainly, for this financial year and next financial year not -- there's no intention to pay him an STI and the same goes for his execs, his new execs. So obviously, we need to compensate John and his senior execs for the work they're doing in the business. And the Board felt that the most appropriate way to do that was to align their outcomes with the outcomes of the shareholders. So the options, which we're proposing to grant, first of all, the strike prices at $0.03, so that's above the current market price. And then the vesting hurdles relate to achieving share price increases. So we felt that, that was -- the execs and the CEO will only receive their options if the share price rises, which benefits all shareholders. So we felt when we brought John in that, that was the best way to align his interest with those of the shareholders and to reward him for success. So that's why we chose to do it this way. And I guess the dilutionary effect we felt would be more than outweighed by the increase in the share price. Any other questions?

Thank you, Chair. There are no further questions.

Thank you. So please register your vote, and I will go on to the next resolution. So the next resolution, which we've already touched on, seeks to approve to issue FY '26 employee incentive options to John Ciccio, the CEO and Managing Director. The wording of the proposed resolution is on the screen, and I'll read it as well. That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the issue of 30 million options under the LTIP to Mr. John Ciccio in the terms set out in the explanatory statement. The proxies received on this resolution are detailed on the screen. I propose the resolution. Are there any questions?

There are no questions, chair.

Great. That concludes the resolutions. Please enter your vote. We will hold the poll open for 5 minutes after we close the meeting just in case anybody is having any difficulty. But that is the end of the formal resolutions. And if there are no more questions -- well, I'll just check that there are no more questions, Gillian?

No, Chair, there are no further questions.

Thank you. In that case, I will close the meeting as there is no other business to consider. And as I mentioned before, we will post the results on the ASX platform as soon as they're available. Thank you, everyone, for your attendance and support.