Good morning, ladies and gentlemen. My name's Kate Hill. I'm the Non-Executive Chair of MedAdvisor Limited. As the Chair of this meeting, it's my pleasure to welcome you to this general meeting. Before we start, I'd like to acknowledge the traditional custodians of the land on which we meet today. I know participants are dialing in from various locations, but I'm on Gadigal land, so I acknowledge the Gadigal people of the Eora Nation and recognize their continuing connection to land, water, and culture. I pay my respects to their elders, past and present. I note this meeting has been held as a virtual-only meeting, and the Australian-based directors are attending online, so that's Sir Jim Xenos and myself. I ask that everybody please note down the telephone number shown on the screen or the numbers.
If you experience any difficulty during the meeting, technical difficulty, please dial that number for assistance. Also present online is Gillian Nairn, our Company Secretary, and Michael Stratton from our share registry, Computershare. Michael will be supporting the meeting as the Returning Officer. Being the nominated start time of 11:00 A.M. and having been informed that a quorum is present, I now declare the meeting open. I will now move to the formal business of this meeting. I refer you to the MedAdvisor Limited Notice of General Meeting and Explanatory Statement released to the ASX Market Announcements platform on the 21st of July, 2025. The notice of meeting details 14 ordinary resolutions to be put to the meeting. I will briefly explain our voting and question procedures.
Voting on each of the resolutions at this meeting will be conducted by a poll, and the results of the poll will be released to the ASX as soon as possible after the meeting. Shareholders can vote online using the online voting platform link, which is found in the notice of meeting. Once you've registered and logged into the platform, you can commence voting when I open the polls by using the vote icon shown on your screen. Please ensure that you see a tick against the item you're voting, as that indicates that your vote has been received. You may change your vote at any time until polls are closed by selecting the icon on your screen, change your vote. Excuse me. Shareholders can submit a question by using the chat function in Teams. You may type your question in the chat function.
When addressed, your question will be read out loud to the meeting by the Company Secretary. Please include your registered holder name with your question. We will address questions at the appropriate time in the meeting. If we receive a number of questions on a similar topic, we may choose to amalgamate them, and we may not attribute a question to the person who asked it. As we move through the items of business, the number of valid votes and proxies received for and against each resolution prior to the AGM will be shown on the screen. Turning to proxies, a total of 94 proxy forms were received by the share registry of the company, Computershare, by 11:00 A.M. on Tuesday, the 19th of August. These proxies represent close to 272 million shares, or around 43% of the company's issued capital.
Details of how proxy votes have been cast in relation to each item of business will be displayed on the screen before the meeting is asked to vote on these motions. As Chair of the meeting, I will be voting all directed proxies in accordance with the directions provided, and I will vote all open proxies in favor of all resolutions. Where shareholders have appointed others to vote on their behalf and have directed the person how to vote, then those proxies have been included in the proxy count. If applicable, I will disregard votes from shareholders excluded from voting for a particular resolution. The poll is now open. Excuse me. Moving to resolution one, the wording of the proposed resolution is shown on the screen. The proxies, I'll just give you a moment to read that.
The proxies received on this resolution are detailed in the table now shown on the screen. I now propose the resolution. Are there any questions on this resolution?
There is one question.
Mm-hmm.
Question from Stephen Main. You haven't lodged any prepared addresses with the ASX, which could have included early disclosure of proxy votes on all 13 resolutions being dealt with at this AGM. Have there been any material protest votes against this opening resolution, ratifying the placement, or any of the other resolutions up for vote today? If so, what concerns have been raised by shareholders?
Thank you for the question. To the extent that we haven't received any communication other than the proxy voting, you will see there are 174 million shares voting for and 97 million voting against, but we haven't received any communication around that 97 million other than the fact that the proxies were lodged in that way. Any other questions?
Chair, I think the second component of that question was, has there been any material protest votes against any of the other resolutions that are up for vote today?
I'm not sure exactly what constitutes a protest vote other than a no vote, but as we go through the resolutions, the for and against votes will be displayed, and we'll be able to see those as we work through the meeting. Any other questions?
There are no further questions.
Thank you.
On this resolution.
Thanks. Okay. Moving on to resolutions 2A to 2 D. These involve, they relate to the capital raising which was undertaken in early April, late March, early April, where the directors agreed to subscribe to the raise on the same terms as the other investors. For various reasons, it's taken us a while to get to approve these. That's a little bit of context, but the resolution 2A is on the screen, and I'll just give you a moment to have a read of that one. The proxies are displayed on the screen. Are there any questions in relation to this resolution?
There is one question, Chair. The question comes from Stephen Main.
Mm-hmm.
It is a bit rough asking key management personnel to pay $0.10 a share when the stock has dived to a record low of $0.05. Could Rick Ratliff comment on whether there was any consideration of not proceeding with these placements to the board and management? Is he concerned about what this could do to morale amongst the recipients, including his own morale?
Thank you, Stephen. As I mentioned earlier, Rick is not on the call today, but I can answer that question. As I said, the context of these resolutions is regarding directors' involvement in the raise that was undertaken in early April, along with other investors. I have certainly not received any concerns about morale associated with this. The resolution is seeking shareholder approval to issue those shares, and I suppose the next step will be for us to go back around all the directors and conclude this. Certainly at this stage, I've not received any concerns about morale. Any other questions, Gillian? Gillian, you're on mute, I think.
Sorry, Kate. There are no further questions on the resolution. Thank you, Chair.
Thank you. The next resolution involves myself. I'm going to hand over to Jim Xenos to take the chair for this resolution, please. Over to you, Jim. Jim, you're on mute.
Yes. Thank you, Chair. The wording of the proposed resolution 2B is that for the purpose of Listing Rule 10.11 and for all other purposes, approval is given for the company to issue to Ms. Kate Hill or her nominee 500,000 shares at an issue price of $0.10 per share under terms and conditions set out in the explanatory statement. The proxies received on this resolution are detailed in the table displayed on the screen. I propose the resolution. Are there any questions?
There are no questions, Jim.
Thank you. I will now hand the Chair back to Kate.
Thank you, Jim. Moving on to resolution 2C, which involves the issue of shares to Mr. Kevin Hutchinson. The resolution is shown on the screen. I will ask if we can just have a look at the proxies in relation to that resolution. I propose the resolution. Are there any questions?
There are no questions on this resolution, Chair.
Thank you. We'll move on to the next resolution, 2D, which is a very similar resolution in relation to the issue of shares to Mr. Lucas Merrow or his nominee. The resolution is shown on the screen. Can I ask if we could have a look at the proxies in relation to this? Thank you. I propose the resolution. Are there any questions?
There are no questions on this resolution, Chair.
Thank you. Moving on to the next resolution, resolution 3, which is the approval of the issue of placement shares to the corporate advisor. The resolution is shown on the screen. I'll just point out that this is the issue of shares not in consideration of work done, but actually the corporate advisor is subscribing to shares on the same terms as the other investors in the raise, which was finalized on the 1st of April . Just to be clear, the resolution is shown on the screen. If we could perhaps move to the proxies, please. Thank you. I propose the resolution. Are there any questions?
There is a question, Chair, from Stephen Main. Stephen asks, "I'm not a big fan of issuing shares to corporate advisors and brokers which handle capital raises. Do we really have to do this as opposed to just paying with cash? Also, is the Chair disappointed that only 94 of our 2,600 shareholders voted by proxy on this and the other resolutions today? Were you happy with the participation rate?
Thank you. As I pointed out, these shares are actually being issued for cash. I think there were some options that were issued to the advisors as part of the raise or the bankers, actually. They were at a premium price. We felt that that was appropriate in that the bankers were, you know, bought into the growth of the share price. Your question is noted, and it's certainly something we'll consider if we do further raises. In terms of the number of shareholders, I was happy to get almost 50% of the share capital represented. It would have been nice to get more proxy forms in, but I do understand that retail shareholders are not always tuned into the sort of cadence of these types of meetings. I would have been more disappointed if we'd had a much lower percentage of the share capital represented. Any more questions?
No further questions on this resolution.
Thank you. Moving to resolution 4, the resolution is shown on the screen. This is the $5 million options issued to the lead managers, as I just referred to. There's the resolution on the screen. If we could perhaps show the voting. Thank you. I propose this resolution. Are there any questions?
There are no questions on this resolution, Chair.
Thank you. Moving on to resolution 5. This one relates to the issue of the FY26 employee incentive options to Mr. Richard Ratliff, who's the CEO and Managing Director. The resolution is on the screen. If we can move to the proxy voting. Thank you. I propose the resolution. Are there any questions?
There is a question from Stephen Main. Stephen asks, says, "I have asked questions at more than 1,100 public company shareholder meetings since 1998 and can't recall another one where a single executive was the subject of four separate resolutions related to incentives and shares at the one meeting. Did you really need to make it this complicated with 4 of the 13 resolutions today relating to Richard Ratliff, who is not even on the call to answer any questions from shareholders?
Thank you for the question. I guess that each resolution has its own sort of purpose and to some extent, perhaps reflects the situation that the company is in at the moment. Just reflecting on each of the resolutions, I think each is necessary. I don't see that there's any way of combining them. I probably don't have anything further to say. I apologize if it appears complex, but as I said, each resolution has its purpose that was thought through. Any other questions?
There are no further questions.
Thank you. We move to resolution 6A to 6D, which relate to four individuals within the business. The first one there is on the screen, and it relates to the payment of a retention benefit to Richard Ratliff. It's been explained in the notes to the memorandum. If we could perhaps show the proxies, please. I propose the resolution. Are there any questions? No questions?
No questions, Chair.
Thank you. Moving to the next resolution, 6B relates to the provision of a benefit to Ms. Ancila Desai or her nominee. It's in the same, obviously different quantum, but the same vein as the previous resolution. The resolution is shown on the screen. If we could move to the proxy voting. Thank you. I propose the resolution. Are there any questions?
There is one question, Chair, from Angus Robertson. Surely resolutions 6, I think it is the resolutions 6ABC and 7ABC inclusive, are unconscionable and show a complete lack of moral standing by the Board and management when all long-term shareholders who have paid real money for their shares have lost so much money back in the company, whilst the executive have been paid well and received free options?
Thank you for the question. As we move through the resolutions, I think you will see that others hold that view when you look at the voting. All I can say is that the purpose of the retention benefit was to hold the key people in the business as we work through our strategic process. There is a large degree of uncertainty among the team, and we felt it was in the shareholders' interest to provide some certainty to those senior executives to allow them to continue working for the company and in the best interests of the shareholders. That was the basis of these proposals. Any other questions?
There are no further questions on the resolution.
Thank you. 6C is for the third individual, Mr. Vinod Subramanian, and the resolution is on the screen. If we could move to the proxies, please. Thank you. I propose the resolution. Are there any questions?
There are no questions on this resolution, Chair.
Thank you. Okay. Moving to resolutions 7A to 7C. These relate to the ability to make payments to senior executives upon termination, and shareholder approval is required to make payments exceeding one year's base pay. These three resolutions are in relation to that matter, in relation to the three individuals we've just spoken about. The first resolution relates to Rick Ratliff. It's a long resolution, but it's sitting there on the screen. I'll give you a moment to just read through that. I'll ask if we can see the proxies, please. I propose the resolution. Are there any questions?
There's a question from Stephen Main, Chair. There was a 35% proxy protest both against resolution 1, 29% against resolution 4, 19% against the CEO's incentive grant, and then a whopping 59% against the CEO's proposed retention benefit. Does the Chair have enough open proxies to see these termination payments approved in the poll, and why not withdraw these retention payment proposals given the size of the protest votes?
The Chair does not have sufficient open proxies to pass the resolutions. We chose to work through the resolutions in the meeting for full transparency and to allow anybody who attended the meeting to vote rather than withdraw them. Any other questions?
There are no further questions, Chair.
Thank you. 7B, which is on the screen now, is an equivalent resolution in relation to Ancila Desai, and the details are shown on the screen there. If we could have the proxies, please. Thank you. I propose the resolution. Are there any questions?
There are no questions, Chair.
Thank you. Moving to the last resolution, resolution C, which is an equivalent resolution in relation to Vinod Subramanian. There it is on the screen. If we could move to the proxies, please. Thank you. I propose the resolution. Are there any questions?
There is one question, Chair. Stephen Main has submitted a question. Is Mr. Vinod Subramanian a flight risk now that these retention payments have been defeated?
We do have to consider that. I think right now he's not, but he's very important in terms of delivering our technology transformation. We are thinking through how we can retain him. Any other questions?
There are no further questions, Chair.
Thank you. That concludes the resolutions. Please enter your vote. The poll will be open for five minutes after we close the meeting, and then it will close. As there is no other business to consider, I now declare the meeting closed. I do thank you for your attendance and your questions and support at this general meeting. As I mentioned before, the results of the meeting will be published to the ASX as soon as they're collected. Thank you again.