Healwell AI Inc. (AIDX) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Annual Meeting of Shareholders of Healwell AI Inc. Please note that today's meeting is being recorded. Following the formal portion of the meeting, there will be a question-and-answer session with management. At any time during the meeting, shareholders can submit questions or comments by clicking on the Message tab. Questions that do not pertain directly to the formal business of the meeting will be addressed during the informal Q&A session at the end of the meeting. I would now like to turn the meeting over to Mr. Hamed Shahbazi, the Chairman of Healwell. Mr. Shahbazi, the floor is yours.

Good morning, ladies and gentlemen, and welcome to the 2025 Annual General Meeting of Healwell AI Inc. My name is Hamed Shahbazi, and I am the Chairman of the company. On behalf of Healwell and its Board and management team, I would like to thank you for joining us today. Your engagement and participation is critical to our success, and we appreciate your time and attendance -- and attention this morning. Before we get to the formal portion of the meeting, I would like to introduce the other directors and members of Healwell's management team who have joined us virtually: Alexander Dobranowski, our CEO and soon to be President; Anthony Lam, our CFO; and Erik Danudjaja, one of our directors. Also joining us this morning are James Szumski, Legal Counsel; and Dale Loyol from our transfer agent, Computershare, who will be scrutineering the meeting. With introductions out of the way, we will now begin the formal portion of the meeting. I ask that the meeting come to order. And with the approval of the Board, I will be presiding as the Chair of this meeting. I hereby appoint James Szumski, Legal Counsel of the company, to act as the Secretary of the meeting. I appoint Dale Loyol of Computershare Investor Services, Inc., the register and transfer agent of the company, to act as scrutineer for this meeting. I would now ask Mr. James Szumski, Legal Counsel to the company and Secretary of the meeting, to take carriage of the conduct of and attend to the formalities of the meeting.

Thank you, Mr. Shahbazi. Please note that the meeting today is taking place as a virtual meeting only. Only registered shareholders and their duly appointed proxy holders who have logged in using the control number will be able to vote, ask questions or table motions at the meeting today. If you are a registered shareholder or a proxy holder, you will see a voting button on the platform that will allow you to vote on each item of business before the meeting. Please note that if you've already submitted a proxy to Computershare in advance of the meeting, you do not need to vote again. If you do choose to vote again, your vote today will override any previously submitted proxy. If you have a question about any of the matters tabled today, you can submit your questions or comments by clicking on the message tab, and we will address your question at the next available break in the agenda before voting on the matter in question. As always, questions should relate to the business or affairs of the company and not be of a personal nature. Questions which do not pertain directly to the formal business of the meeting may be deferred to the informal Q&A session at the end of the meeting. Please note that if you're logged in today as a guest, you'll be able to listen in on the meeting in any discussion, but you will not be able to vote, ask questions or table motions. A quorum of shareholders for this meeting consists of one person present and entitled to vote at the meeting that holds or represents by proxy not less than 10% of the votes attached to the outstanding shares of the company. I have been advised by the scrutineer that there is a quorum of shareholders present. I have received the scrutineer's report in that regard, and I will file a copy of the report with the minutes of today's meeting. I have also been advised that the notice calling this meeting and related management information circular and forms of proxy were mailed on or before May 30, 2025, to the directors, auditor and all shareholders of record as of May 20, 2025. The affidavit of mailing will be available for inspection by any shareholder, and I will file a copy of the affidavit with the minutes of today's meeting. As the notice of meeting has been duly mailed to all parties entitled to receive it, the reading of the notice will be dispensed with. Based on the foregoing, I declare that this meeting has been regularly called and properly constituted for the transaction of business. The scrutineer has advised me that the proxies deposited with this meeting are sufficient to carry all matters proposed to be voted on at the meeting today. A copy of the proxy tabulation report will be made available for inspection after the meeting. All resolutions passed at the meeting today will be in the forms included in the management information circular for the meeting, unless amendments are specifically requested on motion by a shareholder and adopted by formal resolution. You have all received a copy of the management information circular. So in the interest of time, unless specifically requested, we will dispense with the reading of the specific language of each resolution. We will now proceed to the first item of business for the meeting, the presentation of the audited financial statements of the company for the year ended December 31, 2024, together with the report of the auditors thereon. The financial statements were previously mailed to shareholders and are available under the company's profile on SEDAR+. Are there any questions on the financial statements or the auditor's report? Thank you. I declare that the audited financial statements of the company for the year ended December 31, 2024, together with the report of the auditors thereon have been received. The next item of business is the election of directors. As a preliminary matter, it is proposed that the number of directors to be elected should be fixed at six. Can I please get a motion to fix the number of directors to be elected at the meeting at six?

I move.

Can I please get a seconder?

I second the motion.

We will now address any questions or comments from shareholders or proxy holders that are related to fixing the number of directors. Not seeing any, I will now call for a vote on the motion. If you have not already done so, please vote on this item now. [Voting]

Based on the proxies submitted in advance of the meeting, the motion will carry. We will now move to the election of directors of the company. Information about each of management's nominees is included in the management information circular. The company did not receive any notice of any other director nominations in accordance with its advanced notice policy. Accordingly, the only persons eligible to be nominated for election to the Board of Directors are the management nominees. Can I please get a motion to nominate Alexander Dobranowski, Hamed Shahbazi, Erik Danudjaja, Ian McCrae, Sam Englebardt and Tina Raja?

I move.

And can I please get a seconder?

I second the nominations.

Are there any questions or comments from shareholders or proxy holders that are related to the nominees? Not seeing any, I will now call for a vote on the nominees. You may vote in favor of a nominee or withhold your vote. If you've not already done so, please vote on each nominee now. [Voting]

Thank you. Based on the proxies submitted in advance of the meeting, each nominee will be elected as a director of the company to hold office until the next Annual General Meeting or until his or her successor is duly elected or appointed. The next item of business is the appointment of Deloitte LLP as the auditors of the company and authorizing the Board to fix their remuneration. Can I please get a motion to appoint Deloitte as auditors of the company and to authorize the Board to fix their remuneration?

I move.

And can I please get a seconder?

I second the nominations.

We will now address any questions or comments from shareholders or proxy holders that are related to the appointment of the auditor. And not seeing any, I will now call for a vote on the motion. If you've not already done so, please vote on this item now. [Voting]

Thank you. Based on the proxies submitted in advance of the meeting, the motion will carry. That was the last item of business on the agenda. I will now ask the moderators and scrutineer to please close all of the voting polls for each item of business, and I declare that the formal portion of the meeting is now closed. I will turn the floor back over to Mr. Shahbazi for the Q&A session.

We will now take any questions.

Let's just give a few seconds to see if any questions come in, Hamed.

Sure.

Okay. I'm not seeing any questions, Hamed.

In that case, I'd like to thank you all for attending the meeting. I would ask the operator to please close the line. We look forward to connecting with you with management's presentation for the Q2 financials in August.

This concludes the meeting. You may now disconnect.