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. [Operator Instructions] 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 2026 Annual General and Special 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 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 management team who've joined us virtually. James Lee, our CEO; Alexander Dobranowski, our President; and Anthony Lam, our CFO. Also joining us this morning are James Samsky, the company's legal counsel; and Dale Loyal 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. And I ask that the meeting come to order. With the approval of the Board, I will be presiding as the chair of this meeting, I hereby appoint James Samsky, Legal Counsel of the company to act as the Secretary for the meeting. I appoint Dale Loyal of Computershare Investor Services, the register and transfer agent of the company to act as scrutineer for this meeting. I would now ask Mr. James Sumski to take us through the formalities of the meeting. James?

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 a control number provided by Computershare and will be of the vote ask questions or table motions at the meeting today. 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 computer share in advance of the meeting, indicating your vote on each item, 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 questions for the next available break on the agenda before voting on the matter in question. As always, questions should relate to the business matters of the company and should not of a personal nature. Questions which do not pertain directly to the formal business of the meeting, may not be considered or 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 and any discussion, but you will not be able to vote, ask questions or table motions. A quorum of shareholders for this meeting consists of 1 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've been advised by the scrutineer that there is a quorum of shareholders present. I've received the screeners report in that regard, and I will file a copy of the report with the minutes of today's meeting. I've been advised that the notice calling this meeting and related management information circular and form of proxy were mailed on or before June 4 to the director's auditor and shareholders of record as of May 15, 2026. The affidavit of mailing will be available for inspection by any shareholder. 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 all the foregoing, I declare that this meeting has been regularly called and properly constituted for the transaction of business. Just to go over this 1 more time, registered shareholders and duly appointed proxy holders will see that the polls for all items of business are already open for voting. You're free to enter your vote on each item at a time. Polls will be closed after we address the final item of business on the agenda. The scrutineer has advised me that the proxies deposited with this meeting are sufficient to carry all matters proposed for the meeting. A copy of the proxy tabulation report will be made available for inspection after the meeting. All resolutions passed during today will be in the form 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've all received a copy of the circular, and so in the interest of time, unless specifically requested, we will dispense with the reading of the specific language of each resolution. We'll now proceed with the first item of business for the meeting, the presentation of the audited financial statements of the company for the year ended December 31, 2025, together with the report of the auditors thereon. These 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? Not seeing any, I declare that the audited financial statements of the company for the year ended December 31, 2025, together with the report of the auditors 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 7. Can I please get a motion to fix the number of directors to be elected at the meeting at 7.

I move.

And can I please get a seconder?

I second the motion.

Thank you. 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've not already done so, please vote on this item now. 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 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 today are the management nominees. And I please get a motion to nominate Alexander Dobranowski, Tina Raja, Sam Engelbert; Hamad Shahbazi; Eric Danajaja, Ian Kidson and Bradley Porter.

I move.

And can I please get a seconder.

I second the nominations.

Thank you. We'll now address any questions or comments from shareholders or proxy holders that are related to the nominees. If you have any questions, please get them in. Not seeing any questions. I'll now call for a vote on the nominees. You can vote in favor of a nominee or withhold your vote. If you've not already done so, please vote on each nominee now. Based on the proxy 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 reappointment of Deloitte as the auditors of the company and authorizing the Board to fix their remuneration. Can I please get a motion to reappoint Deloitte as auditors of the company, and that the Board be authorized to very issue?

I move.

Thank you. Can I please get a seconder? I second the nominations. -- there are any questions or comments from shareholders or proxy holders related to the appointment of the auditor, if you could please get those in now. And not seeing any. I'll now call for a vote on the motion. If not already done so, please vote on this item now. [Voting]

Based on the votes and proxies submitted in advance of the meeting, the motion will carry. The final item of business is the reapproval of the company's equity incentive plan dated December 22, 2020 including the rolling 10% limit on the number of Class A subordinate voting shares that can be issued under the plan and all unallocated options, rights and entitlements under the plan. This is the ordinary course approval that must be obtained under the TSX rules every 3 years. I can confirm that there have been no material amendments to the equity incentive plan since the last approval in 2023. If the approval motion carries, the company will have the ability to continue granting incentives under the plan until June 25, 2029.

I move.

And I please get a motion to approve the equity incented plan.

I move.

And can I please get a seconder?

I second the nominations.

If there are any questions or comments from shareholders or proxy holders related to the equity incentive plan approval. Please get those in now. 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. And please note that this is the last item on the agenda, the polls will be closed after this vote. So if you haven't voted on any of the items now it's the time to get in your vote. Thank you. [Voting] Based on the votes and 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 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'll now turn the floor back over to Mr. Shahbazi for the Q&A session.

We will now take any general questions that the group may have. If you have a question for the management team or the Board and submit your questions or comments by clicking on the Message Tan. Please enter your questions now. Sound like there are not any questions. James, do you see any in the platform?

No questions, Mr. Shahbazi.

Great. Well, I would then like to thank everyone for attending the meeting. Have a wonderful day, and I would ask the operator to please close the line. We look forward to engaging with you on our next filing date. This concludes the meeting. You may now disconnect.