Oneview Healthcare PLC (ONE) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Oneview Healthcare Plc Extraordinary General Meeting Conference Call. I would now like to hand the conference over to Mr. Joe Rooney, acting Chairman. Please go ahead.

Thank you. Good morning, ladies and gentlemen. My name is Joe Rooney, and I'm very happy to welcome you as Chair to this Extraordinary General Meeting of Oneview Healthcare Plc. The current travel restrictions resulting from COVID-19 mean that our Chairman, Mike Kaminski, is unable to be present with us in Dublin to Chair this EGM. Accordingly, and in accordance with the company's constitution, I have been appointed by the Board of Directors to act as Chairman of this EGM in Mike's place. Let me start by introducing 2 fellow colleagues of Oneview. With me in the boardroom is James Fitter, Chief Executive Officer and Executive Director of Oneview; and Helena D’Arcy, our Company Secretary. The company considers the health, safety and well-being of shareholders and colleagues to be a priority and has, therefore, implemented the government restrictions on the measures advised by the Irish health authorities to minimize the spread of COVID-19 in relation to the holding of the EGM. It is, therefore, necessary to hold today's EGM with limited attendant. As laid out in the notice of the meeting, we have asked people not to attend the physical EGM and to instead avail of the established and existing proxy voting services in order for your vote to count, to take the opportunity to submit in advance any questions you would like to address at this EGM and to avail of the teleconferencing facility to listen to the business of the meeting. Thank you all for your cooperation in these difficult circumstances and for your help in ensuring that the company adheres to the government's restrictions and the health authority instructions. The time is now just after 8 AM in Dublin. Under Article 54 of the company's constitution, the quorum for this meeting is one person. As I have been appointed corporate representative of CHESS Depository Nominees Pty Ltd, the company's statutory shareholder, I can confirm that the quorum has been validly constituted. The business is properly before the meeting, and the meeting may proceed to business. Voting will then take place by our statutory shareholder through me as Chair of this meeting in accordance with the wishes of our CUFS holders as set out in duly completed returned and verified voting instruction forms in the manner outlined in the notice of the meeting. The purpose and so business of today's meeting is to consider the resolution set out in the notice of the EGM sent to shareholders on the 22nd of March, 2021. The meeting will be restricted to the formal business as set out in that notice. Shareholders were invited to submit questions prior to the commencement of this meeting by post to the Company Secretary, together with evidence of their shareholding. As of 8 AM, Dublin time, on the 13th of April, the final date for receipt of questions, no questions have been received. Before we proceed to the formal business, I will pause to take any questions from shareholders on the resolutions before the meeting. I would remind those on the line that the purpose of today's meeting is specifically to consider the business of the resolutions contained in the notice and therefore, questions are limited to these matters. If there are any detailed supplementary questions, please direct them in writing to the Company Secretary at the company's registered office as per the Investor Relations section of the company's website or by e-mail to cosec, C-O-S-E-C, @oneviewhealthcare.com. Please address your questions to me. And if I cannot answer them, I will direct them as appropriate to one of my colleagues. Are there any questions from shareholders on the resolutions before the meeting today at this time?

[Operator Instructions] There are no questions at this time. I'll now hand back to Mr. Rooney.

As there are no questions, I will now move to the formal business of the meeting. There are 3 resolutions before this EGM, full details of which are set out in the notice of the meeting. In accordance with Article 61 of the company's constitution, as Chairman, I hereby call for voting by poll on each resolution. Of the 3 resolutions being voted on today, 2 are ordinary resolutions, which in order to be passed, must be approved by a simple majority, being 50% plus one vote of those voting. These ordinary resolutions are identified in the notice of meeting. The remaining one resolution is a special resolution, which in order to be passed, must be approved by a majority of not less than 3/4 of those voting. The special resolution is identified in the notice of meeting. Every ordinary shareholder or CUFS holder, who has completed a voting instruction form, shall have one vote for every ordinary share, or CUFS, of which he or she is the holder. I have been appointed as corporate representative in respect of 252,388,191 shares. The voting instruction delivered by all of our CUFS holders voting have been verified by the registrars, Computershare, by reference to the register of members, the CUFS register and a list of authenticized voting instruction forms received by the company. I now cast the votes in respect of those 252,388,191 shares in accordance with the voting instructions as verified by Computershare. No further votes are to be cast, and I declare the poll closed. I confirm that all resolutions before the meeting have been passed by in excess of 99% of the votes cast. The full result of the poll, including the total of the votes cast for and against the resolutions and the abstentions will be published immediately through the regulatory news service and on the company website. That concludes the business of the meeting, and I would like to thank you all for your attendance today.

That does conclude our conference for today. Thank you for participating. You may now disconnect.