WELL Health Technologies Corp. (WELL) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual General Meeting of shareholders of Well Health Technologies Corp. My name is Hamed Shahbazi. I am the Chairman of the company and the Board of Directors of the company has delegated to me the authority to lead the meeting of shareholders today. I now ask that the Annual General Meeting of the Shareholders of the company come to order. I appoint Eva Fong, Chief Financial Officer of the company, as Secretary of this meeting. For the purposes of this meeting, I appoint Dave Bains from Computershare as scrutineer of this meeting. I also appoint Tyler Baba, Investor Relations for the company as moderator of this meeting. And finally, I appoint Brandon Rasula, Vice President, Legal and Privacy at Well Health Technologies to take conduct of and attend to the formalities of this meeting.

Thank you, Mr. Chairman. I am Brandon Rasula, Vice President, Legal and Privacy of the company. As this meeting is being held virtually via live webcast, we have determined it necessary to set out a few rules for the orderly conduct of the meeting. Voting on all matters will be conducted by electronic ballot using the Lumi virtual interface. Registered shareholders and duly appointed proxy holders will be asked to vote on each matter of business. If you have already voted by proxy, it is important that you do not vote again here at the meeting unless you intend to change your initial vote. Questions in respect of a procedural matter motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note that there will be a slight delay in the publication of the communications received. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. For the purpose of the meeting today, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. When you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. You will only have a certain amount of time to do so when the polls are open. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I have asked the Chairman to move all motions in advance, which he has now done. The purpose of today's meeting are set out in the management information circular of the company dated May 3, 2024. The company utilized the notice and access model provided under National Instrument 54-101 for the delivery to its shareholders of the company's notice of meeting, management information circular and audited consolidated financial statements and corresponding MD&A for the fiscal period ended December 31, 2023. Under Notice and Access model, shareholders received a notice with information on how to access the meeting materials electronically. However, shareholders received a proxy or voting instruction form as applicable in enabling them to vote at this meeting. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the company's profile on the SEDAR+ website and on the company's website. Our transfer agent, David Bains of Computershare Investor Services, Inc., has attested to the proper mailing of the notice calling this meeting. There has been filed with me proof of service of such mailing provided by the company's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. The company's articles state that a quorum for the transaction of business at a meeting of shareholders is one or more persons present or represented by proxy who are entitled to be present at the meeting. I have been advised a quorum of shareholders of the company is present, and therefore, the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers' report, and I direct that their formal report be annexed to the minutes of this meeting as a schedule. As a first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the company as at for the fiscal period ended December 31, 2023, together with the auditor's report to the shareholders thereon. Shareholders may access copies of such documents electronically under the notice and access model and is not proposed to read them at this meeting. As a reminder, registered shareholders and duly appointed proxy holders will be asked to vote on each business item after the presentation of all business items. The next item of business today is to set the number of directors at 6. Unless there are any questions, I will move to the next item of business. I will wait approximately 15 seconds to confirm there are no questions on this matter before moving on to present the next item for business.

There are no questions at this time.

Thank you. The next item of business is the election of directors. The 6 directors to be elected by the shareholders of the company shall hold office until the close of business of the first Annual Meeting of Shareholders of the company following election or until their successors are selected and appointed. The Directors, Hamed Shahbazi, Tara McCarville, Kenneth Cawkell, John Kim, Thomas Liston and Sybil E. Jen Lau, have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Since there are no other nominations, the Chairman has moved a motion to elect the directors. Unless there are any questions, I will move to the next item of business. I will wait approximately 15 seconds to confirm there are no questions on this matter before moving on to present the next item for business.

There are no questions at this time.

Thank you. The next item of business is the appointment of auditors of the company for the ensuing year and to authorize the directors of the company to fix the remuneration of the auditors. The Audit Committee of the Board of Directors of the company has approved, subject to shareholder confirmation, the appointment of PricewaterhouseCoopers LLP Chartered Professional Accountants as the auditors of the company. The Chairman has moved a motion that PricewaterhouseCoopers LLP, chartered house, chartered professional accountants, be appointed auditors of the company until the next Annual Meeting of Shareholders and that the Board of Directors be authorized to fix their remuneration. Unless there are any questions, I will move to the next item of business. I will wait approximately 15 seconds to confirm there are no questions on this matter before moving on to present the next item of business.

There are no questions at this time.

As mentioned, voting today will be conducted by electronic ballot. I will now take a moment to ask that the balloting be opened to registered holders and appointed proxy holders. The polls are now open. And at this point, all registered holders and proxy holders who have properly logged in with their control numbers or user name and wish to vote will be able to see on the screen all motions being brought forth at this meeting. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the resolution to set the number of directors at 6 next to the name of each proposed director and next to the resolution with respect to the appointment of PwC as the company's auditors. Once the electronic balloting closes, the voting page will disappear, and your votes will automatically be submitted. We will provide registered shareholders and duly appointed proxy holders approximately one more minute to complete the electronic ballots. [Voting]

Voting has now closed. I would ask the scrutineer to compile the report regarding the results of voting on all business matters. The preliminary results show that all matters have been approved subject to final tabulation by the scrutineer. Final results of voting will be promptly published on SEDAR+ and by news release. The formal items of the business as set in the notice of meeting have now been dealt with. The Chairman has moved a motion that this meeting now terminate. As there is no further business to come before the meeting, and on behalf of the Chairman, I declare the formal part of the meeting to be concluded. I am pleased to hand over a carriage of the meeting back to the Chairman.

Thank you, Mr. Rasula, and thank you for -- all for attending. This concludes the Well 2024 AGM. We will be hosting a comprehensive in-person Investor Day next week on June 18 in Toronto and a significant portion of our key management team will be in attendance. We will be posting a recording of that Investor Day and the presentations related to that to our website afterwards. I encourage you all to watch it once available, and thank you once again for attending today and for your support in general.