Vitalhub Corp. (VHI) Earnings Call Transcript & Summary

Welcome, everyone, to the Annual General Meeting of Shareholders of Vitalhub Corp. Please note that this meeting is being recorded. I would like to introduce Barry Tissenbaum, Chair of today's meeting. Mr. Tissenbaum, the floor is yours.

Ladies and gentlemen, welcome to the Annual General Meeting of Shareholders of Vitalhub Corp. My name is Barry Tissenbaum, and I am a Director of Vitalhub. Before we get started, I would like to introduce Mr. Brian Goffenberg, Chief Financial Officer, who will act as Secretary of the meeting. It is now my intention to proceed with the formal business of the meeting. Following the formal business, we are prepared to answer questions regarding the current status of Vitalhub. I will act as Chairman of this meeting. And as I said, I've asked Mr. Goffenberg to act as Secretary of the meeting. I have appointed Julie Kim of TSX Trust as scrutineer for the meeting. We have also asked the Secretary to move the various motions that will arise during the course of the meeting.

As this is a virtual-only meeting conducted via teleconference, roll call has now been taken, and all participants have been registered electronically. In accordance with the Ontario Business Corporations Act, registered shareholders and proxy holders present by teleconference are deemed to be present at the meeting. Only registered shareholders and proxy appointees present at the meeting shall be entitled to vote on matters put forth before the meeting. We shall conduct the vote in respect of each matter before the meeting by electronic poll. Votes will be counted electronically on the TSX Trust virtual meeting platform and each shareholder and proxy holder will be entitled to 1 vote for each share held by such shareholder or represented by proxy. I now declare the polls open. The notice calling this Annual General Meeting of Shareholders and the management information circular describing matters to be considered today were mailed to all shareholders of record as of May 8, 2025. The affidavit of mailing will be appended to the minutes of this meeting. Based on the preliminary scrutineer report, I can confirm that we have a quorum for today's meeting and that proper notice has been given. I declare that this meeting is duly constituted for the transaction of business. The first item of business is to receive and consider the corporation's annual financial statements for the financial year ended December 31, 2024, and the auditor's report thereon, together with management's discussion and analysis for that period, which were delivered to the corporation's shareholders who have requested copies and filed on SEDAR under the corporation's profile. It is not required that shareholders approve the audited financial statements, which have been laid before the meeting. We will now take the financial statements and auditor's report thereon as received and considered. Our next item of business is the election of directors of the corporation. The articles of the corporation provide that the Board of Directors shall consist of a minimum of 1 and a maximum of 10 directors, the number within which range may be fixed from time to time by the Board. We have been advised that each of the nominees is willing to serve as a director of the corporation if elected. The information circular sets forth the name of each nominee being proposed as a director and information about each nominee. Having heard the proposal, I will ask the Secretary to now move the resolution electing the proposed directors.

I move that Barry Tissenbaum, Roger Dent, Stephen Garrington, Dan Matlow, Francis Shen and Tony Shen be elected directors until immediately following the next Annual Meeting of Shareholders or until their successors are duly appointed.

Thank you, Brian. Would someone please second the motion?

Mr. Chairman, I second the motion.

You have heard the motion by the Secretary and seconded by Roger Dent. Registered shareholders and duly appointed proxy holders who have logged in with their control number and have not voted previously should now vote on the resolution by clicking on the Voting icon. The next matter to be dealt with is to appoint the auditors for the next fiscal year and to authorize the directors to fix their remuneration. The Board proposes to reappoint MNP LLP as its auditors. I will ask the Secretary to read the text of the resolution appointing the auditors.

I move that MNP LLP Chartered Accountants be appointed as auditors of the corporation until the close of the next Annual Meeting of Shareholders and that the directors be authorized to fix the auditor's remuneration.

Thank you. Would someone please second the motion?

Mr. Chairman, I second the motion.

You have heard the motion by the Secretary and seconded by Roger Dent. Registered shareholders and duly appointed proxy holders who have logged in with their control number and have not voted previously should now vote on the resolution by clicking on the voting icon. I'll now pause for a few seconds to allow for voting. [Voting]

I now declare the polls closed. Based on the preliminary scrutineer report, I can confirm that the vote has been carried. I now declare that Barry Tissenbaum, Roger Dent, Stephen Garrington, Dan Matlow, Francis Shen and Tony Shen are elected as directors to hold office commencing immediately and following until their successors are duly elected or appointed. I declare that MNP LLP be appointed as auditors. There being no further business at the meeting, I will entertain a motion to terminate this meeting.

Mr. Chairman, I move to terminate the meeting.

Mr. Chairman, I second the motion.

You have heard the motion by the Secretary and seconded by Roger Dent. I declare this meeting to be terminated. Thank you. We are now prepared to answer questions that any of the shareholders may have. Are there any questions?

No questions.

As there are no further questions that have been submitted, we would like to thank everyone for joining today's meeting and would like to turn it back to the operator to terminate the meeting.

Thank you all for joining. You may now disconnect from the meeting.