AGM 2023

Dec 6, 2023

Hello, welcome to the Annual General Meeting of Shareholders of Perimeter Medical Imaging AI, Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. It is now my pleasure to turn today's meeting over to Suzanne Foster, Board Chair and Director of Perimeter Medical Imaging AI, Inc. The floor is yours. Good morning, welcome to the annual general meeting of the shareholders of Perimeter Medical Imaging AI, Inc., which I will refer to as the company. My name is Suzanne Foster, and I am the Board Chair and Director of the company. On behalf of the company, I wish to thank those present for attending the meeting. If there are no objections, I will assume the position of Chair for this meeting. Given that the meeting is being held virtually, a number of people may be present today who are not shareholders for the company. I welcome you as guests of the meeting to observe the proceedings. All guests who are not shareholders or are non-registered shareholders who did not obtain a 15-digit control number or invite code beforehand are welcome. However, you will only be able to listen to the meeting and will not be able to vote or submit questions. In order to ensure that the meeting covers the required business in an efficient manner, we have pre-arranged with designated individuals to move and to second the motions of business. This procedure is not an attempt to discourage participation, and there will be ample opportunity during the course of the meeting to ask questions in respect of the proceedings or any motion being considered. Please note that only appropriate questions relevant to the meeting will be addressed. The annual general meeting of the shareholders of the company will now come to order. If there are no objections, I shall ask Matthew Imrie of Mintz LLP to act as secretary of the meeting and Computershare Trust Company of Canada to act as scrutineer of the meeting. The scrutineer will report on the shareholders present in person and by proxy at this meeting and will also tabulate the results of any ballot or poll taken at this meeting. If you logged in as a guest, but actually have a 15-digit control number or are a duly appointed proxy holder who was assigned an invite code by Computershare and wish to submit questions or vote during the meeting, you should go back to the login page now and click "I have a login" and enter your 15-digit control number or invite code. The notice of the meeting, the agenda, and the instrument of proxy, which I will collectively refer to as the notice of meeting, was sent to all shareholders of the company on November 8, 2023. I direct that a copy of the notice of this meeting be kept by the secretary with the minutes of this meeting. Pursuant to the articles of the company, a quorum of shareholders is present if shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting are present in person or represented by proxy. The scrutineer's report has been received, and it shows that there are present at this meeting in person or represented by proxy 29 shareholders holding 2,602,475 common shares of the corporation, which represent approximately 31.68% of the issued and outstanding common shares. As proxies naming management as proxy holder constitute 99.8% of the votes to be cast at the meeting. I note that these votes are sufficient to pass all motions to be presented to the meeting. Based on the scrutineer's report, I advise that there is a quorum present at this meeting, and I direct that the scrutineer's report be kept by the secretary with the minutes of this meeting. I now declare that the meeting is regularly called and properly constituted for the transaction of business. Before commencing the business of the meeting, I would like to comment on the voting procedure. Each holder of common shares is entitled to vote for each common share held by him or her on the record date in respect of each matter to be dealt with at the meeting. Voting on all matters will be conducted by electronic ballot by accessing the voting page and selecting either the For or Withhold button next to the resolution or motion under consideration. In order to expedite electronic voting, polls for all motions to be considered by the meeting are now open. If you previously voted online or by phone using your control number, your vote has already been tabulated, and you do not need to vote today. If you choose to vote now during the live session and have previously voted, today's vote supersedes your prior vote. I now place before the meeting the financial statements of the company as at and for the financial year ending December 31, 2022, and year ended December 31, 2021. Together with the auditor's report thereto, copies of which have been previously mailed to the shareholders of the company in accordance with applicable laws and were made available online on SEDAR+ in the company's website. Given the foregoing, it is not proposed that they be read at the meeting, but that they can be taken as received. We will now proceed to the next item. The next item of business is the election of the directors of the company. Those individuals elected to the board of directors will hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. I now declare the meeting open for nominations. I nominate Suzanne M. Foster, Aaron Davidson, Ian Mortimer, Hugh Cleland, Anantha Kancherla, Joshua G. Vose, and Adrian Mendes for election as directors of the company to hold office until the next annual general meeting of the shareholders of the company or until their successors are duly elected or appointed. In accordance with the articles of the company, shareholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nomination for directors closed. Could we have a motion regarding the election of the directors? I move that each of the following nominees, Suzanne M. Foster, Aaron Davidson, Ian Mortimer, Hugh Cleland, Anantha Kancherla, Joshua G. Vose, and Adrian Mendes, each be hereby separately elected as a director of the company to hold office until the next annual general meeting of the shareholders of the company or until their successor is duly elected or appointed. I second the motion. Thank you. I now put the motion to the meeting and call for a vote. As previously noted, the polls are open for voting on this motion, I would ask all registered shareholders and duly appointed proxy holders who have properly logged into the meeting with their control number or invite code and who have not yet voted on this motion to do so now. I have received the scrutineer's report on voting, it indicates that the motion has been duly passed and carried. I declare that each of Suzanne M. Foster, Aaron Davidson, Ian Mortimer, Hugh Cleland, Anantha Kancherla, Joshua G. Vose, and Adrian Mendes be duly elected directors of the company to hold office until the next annual meeting or until their successors are elected or appointed. The next item of business is to appoint KPMG LLP as auditor for the company for the ensuing year. The audit committee of the board of directors has approved, subject to shareholder confirmation, the appointment of KPMG LLP as the auditors of the company. I shall now request a motion to appoint KPMG LLP as auditor for the company for the ensuing year and to authorize the board of directors to fix their remuneration. I move that the company appoints KPMG LLP as auditor for the company for the ensuing year until the next annual meeting of shareholders or until a successor is appointed and that the board of directors be authorized to fix the auditor's remuneration. I second the motion. Thank you. I now put the motion to the meeting and call for a vote. As previously noted, the polls are open, and I would ask all registered shareholders and duly appointed proxy holders who have properly logged into the meeting with their control number or invite code and who have not yet voted on this motion to do so now. I have received the scrutineer's report on voting, and it indicates that the motion has been duly passed and carried. I declare that KPMG LLP are appointed as auditors of the company, and the board of directors are authorized to fix their remuneration. As there is no further business to be brought before this meeting, I would ask for a motion to terminate the meeting. I move that this meeting be terminated. I second the motion. Thank you. As previously noted, based on the proxies held by management, I declare the motion passed and carried. I declare the meeting concluded. This concludes the meeting. You may now disconnect.