Vitasora Health Limited (VHL) Earnings Call Transcript & Summary

Good morning. My name is Nicholas Smedley, Executive Chairman of Respiri Limited. It is my pleasure to welcome you to this 2024 General Meeting. I will be chairing today's meeting. As the time is now after 10 a.m. and a quorum of shareholders is present, I formally declare the meeting open. I'd like to introduce my fellow directors. Marjan Mikel, our Managing Director; Mr. Tom Takubo, our Nonexecutive Director from the United States. I'd also like to introduce our company secretaries, Mr. Justin Mouchacca and Ms. Nova Taylor. We've not received any apologies for today's meeting. All shareholders were notified by letter dated 19 March 2024 of where to access the notice of general meeting. Accordingly, the notice of general meeting is taken as read. It is not my intention to read voting exclusion statements or voting prohibitions which may apply to resolution. Voting exclusion statements and voting prohibitions are set out in the full notice of meeting. The order of proceedings for today's meetings will be: Formal consideration of the business of today's agenda; we will take questions from shareholders through a Q&A section of the Zoom application on each items of business as we deal with those matters; a vote on the resolutions to be conducted by way of poll through the Zoom feature; and answering any other questions following closure of the meeting. It is noted that the company has not received any questions from shareholders prior to the meeting relating to matters of business. I will now proceed to the items of business to be addressed by the meeting. Voting on all items of business at today's meeting will be conducted on a poll. The poll for resolutions 1 to 3 are currently open. If you have not already lodged your proxy vote, you may vote live during this meeting through the poll, which will be visible on your screen now. Given the meeting is being held virtually, shareholders will be provided the ability to ask questions through the Q&A section of the Zoom application by which we are holding this meeting. Please also note that your questions may be moderated, or if received multiple times on 1 topic, amalgamated together. After we have concluded the formal business of the meeting, there will be an opportunity to ask questions with further -- of the -- further general questions you may have through the same Q&A section of the Zoom application. I will now turn to the items of business on the agenda for today's meeting. There are 4 items of business for today's meeting, and 4 of these items require formal resolutions. Pursuant to the Corporations Act and the company's constitution, each member has 1 vote for each share held as at 10 a.m. on April 16. Details of the proxy appointments received by the number of votes, including whether the proxy is detailed or is directed to vote in a particular way, abstain or is open to be voted at my discretion, are shown on the screen for your information. As mentioned, the resolutions will be voted on by poll. I note that the details on the screen are the proxies received and not the results of the meeting. I will now turn to the business set out in the notice of meeting. Resolution 1 seeks approval for the prior issue of 166,666,667 shares in the company to an incoming investor as detailed in the notice of meeting. This is an ordinary resolution requiring 50% or more votes to be in favor for it to be passed. A copy of the resolution is set out in the notice of meeting, and proxies received in respect to this resolution are shown on screen. Unless anyone wishes me to read out those, I'll take them as read. Does any shareholder have any questions or comments? This is now the opportunity to ask questions through the Q&A section of the Zoom application, and I'll pause briefly.

No questions, Chair.

Great. Since there are no questions or comments, I will put the resolution and exercise my power as Chairman to determine a poll on this resolution. As the next item of business relates to myself, I'll now hand over to the Company Secretary to read resolution 2a.

Thanks, Nicholas. I'll move to the next item of business being resolution 2a -- seeks shareholder approval in relation to the issue of options to Mr. Nicholas Smedley as detailed in the notice of meeting. This is an ordinary resolution requiring 50% or more of the votes to be in favor to be passed. A copy of the resolution is set out in the notice of meeting, and proxies received with respect to the resolution are shown on the screen. Unless anyone has any questions or anyone wishes me to read this out, I'll take it as read. Does any shareholder have any questions or comments in relation to this resolution? Now is the time to ask any questions through the Q&A section, and I'll pause briefly. Since there are no questions, I'll put the resolution to a poll. I exercise my power as Chairman to this resolution to demand a poll on this resolution. I'll now hand the Chair back to Nicholas.

Resolution 3 seeks approval and ratification for the previous issue of 46 million...

That's right.

Sorry, apologies. Resolution 2b seeks approval for the issue of options to Marjan Mikel as detailed in the notice of meeting. This is an ordinary resolution requiring 50% or more votes to be in favor to be passed. The copy of the resolution is set out in the notice of meeting, and the proxies received in respect to this resolution are shown on the screen. Unless anyone wishes me to read these out, I'll take these as read. Does any shareholder have any questions or comments? This is now the opportunity to ask the questions through the Q&A section of the Zoom application, and I'll pause briefly.

No questions.

Justin -- any questions, Justin?

No questions, Chair.

Okay. Since there are no further questions or comments, I will now put the resolution and exercise my power as Chairman to determine the poll on this resolution. Resolution 3 seeks the approval and ratification for the previous issue of 46,253,336 shares as detailed in the notice of meeting. This is an ordinary resolution requiring 50% or more votes to be in favor to be passed. A copy of the resolution is set out in the notice of meeting, and the proxies received in respect to this resolution are shown on the screen. Unless anyone wishes me to read these out, I'll take them as read. Does any shareholder have any questions or comments? This is now the opportunity to ask the questions through the Q&A section of the Zoom application, and I'll pause briefly.

No questions, Chair.

Since there are no further questions or comments, I put the resolution and exercise my power of Chairman to demand a poll on this resolution. That concludes the formal business before the general meeting. Voting on the resolutions has now closed. Our Company Secretary will collate and process the votes submitted by the poll. Voting results for each resolution addressed in this meeting will be finalized after the close of this meeting and will be announced on the company's ASX announcement platform following once finalized. Ladies and gentlemen, that concludes the business to be dealt with today, and on behalf of the directors and staff of the company, I thank you for your attendance today and for your continued support of Respiri Limited. I now close the general meeting. One final comment just for all shareholders in terms of Q&A on the general business. Marjan Mikel, who's on the call, is currently in the U.S. He is due to return to Australia next week. The week following his return into Australia, he'll provide an investor update, giving everyone an update on the positive developments of his latest trip to the U.S. and the current update of the business in its entirety. And if anyone has any specific questions on the business that they would like answered, Marjan would be more than happy to answer those directly as well. As always, at the bottom of our ASX announcement, his e-mail address as well as my own and the company secretaries is available. Please e-mail or ring through to Marjan or myself at any point in time, and we'd be happy to answer those directly. Justin, I think that concludes all of our business.

That concludes it. Thank you, shareholders.