AGM Chairman and CEO addresses
MedAdvisor Limited ACN 145 327 617 Level 2, 971 Burke Road Camberwell Vic 3124 mymedadvisor.com/investors MARKET RELEASE 2021 Annual General Meeting – Chairman and CEO addresses Melbourne, Australia, 26 November, 2021 – Please see attached the Chairman and CEO addresses for today’s Annual General Meeting of MedAdvisor Limited (ASX: MDR). - ENDS – This document has been authorised for release by Naomi Lawrie, MedAdvisor Company Secretary. About MedAdvisor MedAdvisor is a world-class medication management platform that empowers patients to simply manage their medication and improve adherence. MedAdvisor’s highly automated and intuitive software system connects patients to tools and education materials from their preferred pharmacy. MedAdvisor works with 25,000 pharmacies in the US to deliver programs to help patients take their medication safely and effectively. In Australia, MedAdvisor has connected over 2.3 million patients through more than 65% of Australian pharmacies. MedAdvisor has partnered with Cotiviti in the US and is on track to become one of the largest players in the global digital adherence market. In 2018 and 2020, MedAdvisor was recognised in the AFR Fast 100. Visit: mymedadvisor.com/investors For more information: Simon Glover Chief Financial Officer firstname.lastname@example.org +61 3 905 3036 Greer Quinn Media relations email@example.com 0433 753 557 2 MedAdvisor AGM 9am, 26 November, 2021 Introduction - Chair (Chris Ridd) Good morning from Melbourne, Australia. It is my pleasure to welcome you all to the MedAdvisor Annual General Meeting for 2021; my name is Chris Ridd, Chair of MedAdvisor Limited. Before we begin, I would like to acknowledge the Wurundjeri Woi Wurrung people of the Kulin Nation as the traditional owners of the land I am joining you from today. I pay my respects to their Elders past, present and emerging and Aboriginal and Torres Strait Islanders from communities who may be joining us today. Thank you for attending today’s meeting and as with last year’s Annual General Meeting we are completely online today. I am broadcasting from my home in Melbourne and I hope wherever you are that you and those people you love are safe and well in these difficult times. While this online format may be familiar to those of you that joined our meeting last year, I acknowledge that for others that might not be so. This virtual meeting has been designed in a way that allows you the same opportunity to participate today as you would at a physical meeting. This includes being able to ask questions and vote using the online platform which I’ll touch on shortly. If you haven’t done so already, I encourage you to refer to the Vero Online Meeting Guide which is available at the end of the Notice of Meeting published on the ASX and the MedAdvisor website. In the unlikely event we experience technical issues that impact the meeting, we will assess the circumstances and post a notice on the Vero portal with an update. It is now [9.05]am and I am now informed by our Company Secretary that in accordance with our company’s constitution a quorum is present, and I now declare the meeting formally open. I’d now like to spend a bit of time introducing the Board who are participating from various locations and members of our leadership team. Together with me online today are: ? CEO and Managing Director, Robert Read; 3 ? Non-Executive Directors Luke Merrow, Peter Bennetto, Sandra Hook and Jim Xenos; ? Executive Director Josh Swinnerton; ? our CFO Simon Glover; and ? our Company Secretary, Naomi Lawrie. We are also joined by representatives from our auditors, RSM Australia, and representatives from our online meeting provider, Vero Voting. Greer Quinn, our investor relations consultant, will read out any questions submitted by shareholders during the meeting. I would now like to quickly run through the agenda for today’s meeting and the order of events for today: - Firstly, I will provide the Chair’s address; - This will be followed by an address from the Company’s CEO, Robert Read; - After this, we’ll continue to the formal matters to be considered at today’s AGM and we have 10 resolutions today; - We will then open up for general shareholder questions before I close the meeting. Before I give my address, I’d like to cover a little on the administration of the online platform. - Voting on the resolutions will be conducted by way of a poll. To lodge your vote, click on your response to each question in the Voting Tab on your screen. Shareholders in attendance that have already submitted a vote by proxy should note that your votes will already be counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction. - Regarding questions, shareholders can submit written questions during the meeting by clicking on the Q&A Tab on your screen. To ensure questions reach us in time, please submit questions as soon as possible, including any questions about any of the resolutions. When you do submit a question, please start by typing which resolution it relates to so that it can be addressed at the appropriate time. Again, any general shareholder questions submitted online during the meeting will be addressed after the formal business is completed. 4 - To speak during the meeting you may have pre-registered your request and will have been sent a link. Alternatively, you can request the link to speak via the Q&A Tab on your screen. - If you have any questions on using the portal and voting during the meeting, I encourage you to refer to the Vero Online Meeting Guide attached at the end of the Notice of Meeting published on the ASX and on the MedAdvisor website. Alternatively, please submit questions in the Q&A Tab online or email Vero Voting Support on firstname.lastname@example.org. I’d like to now continue to my address. Chair address (Chris Ridd) Introduction I join all of you at a time where we are emerging from one of the greatest economic, social and health challenges of our generation amidst the Covid-19 global pandemic. As a result, this is the second year in which we come to you remotely for our 2021 AGM. It is fair to say that this pandemic has had a devastating impact on the lives of people all around the globe. But as I sit here today I’m sure that all of us share a sense of optimism as we see vaccination rates accelerate in most geographies, enabling us to emerge from restrictions, from lockdowns and various health measures that will hopefully see the world and our lives return to some normality in 2022. Our purpose It’s with this backdrop that I could not think of a more important time for a company like MedAdvisor to exist and where we are proudly playing an active role in support of the vaccination efforts, particularly in Australia and the US. This is of course in line with our core mission to improve health outcomes for patients. Robert Read, our CEO, will speak to that further during his address to follow. Recapping on our purpose and what gets our 180+ staff out of bed in the morning? MedAdvisor is a for purpose HealthTech company leveraging software to address medication non-adherence - and this is a big problem. It is in fact a problem that costs US$630b globally and more importantly, hundreds of thousands of lives every year. 5 Adheris integration & US market The past 12 months for MedAdvisor as a company have been one of step changes for our business in terms of scale, global footprint, patient reach, revenue and importantly a return to growth. And to be honest, this has not been easy to achieve. In 2021, amidst this global pandemic, our executive team supported by our many staff tackled the ambitious task of integrating the US based Adheris business into MedAdvisor in Melbourne, which I will remind you, was recently ranked as the most locked down city in the world. No easy feat and I want to acknowledge and thank the entire team on both sides (MedAdvisor & Adheris) for what was a herculean effort to achieve this project on time and on budget. It was in fact only 2 weeks ago that Robert Read, our CEO, had the opportunity to travel to the US to meet the Adheris team in person and amongst a hectic agenda, celebrate the 12-month anniversary of the acquisition. Now despite the challenges faced under these very trying circumstances… including time zone differences, travel bans and many late nights on Microsoft Teams, I am delighted to report the positive momentum that we are now experiencing in the all- important US market. Let’s not forget that this is a geography that commands 44% of the global medications market. The results over the past 12 months speak for themselves and certainly vindicate the decision for us to acquire what was a declining business in Adheris back in 2020. We could not be more thrilled with the success over the past 4 quarters as we return Adheris to solid revenue growth and embed our Australian-developed digital solutions that are now highly sought after by a growing base of pharma and pharmacy clients in the US market. Australia back to growth 2021 is also a year where we returned the Australian business to double digit growth underpinned by new pharmacy chain signups with the API/Priceline deal that was announced back in July and with continued growth through other independent chains. With the distractions of the Adheris integration behind us, and with new executive appointments in Wayne Marinoff to drive our sales and marketing efforts for Rest of World, as well as investments in our business development capability, we’ve also seen solid growth in our Health Programs business in Australia with revenues up 36% YTD compared with last year. We’ve also conducted some early positive discussions in the UK market giving us confidence that there is upside for our Health Programs business in this market. 6 Technology uplift One area that is near and dear to my heart is the technology that underpins the services and outcomes that we deliver to patients, to pharmacies and via pharma companies. During COVID we made the necessary investments in our AWS infrastructure to lower our cost to serve and shore up our ability to scale the platform and deliver efficiencies in how we develop software. We provided innovative new capabilities within the pharmacy PlusOne platform to enable home delivery, remote verification and remote ordering to cater for lockdown conditions imposed on many of our patients and pharmacies. We also introduced a COVID vaccine booking capability and only recently announced the milestone of 1.5 million Australian patients that have booked vaccinations within pharmacies using our technology. I am excited to announce that the new version of our patient app was launched this month and will be progressively rolled out to the 2.3M patients across Australia that already use this important app to improve their lives. This new app is based on all the latest technology and will provide better scalability and performance, as well as an improved patient experience across our network which I might add has grown a whopping 34% YoY. That same platform is being deployed in the UK market where we have commenced our rollout with the Day Lewis pharmacy chain and poised for further expansion from various independent pharmacies that are part of the NHS network. Financial performance Certainly an aspect of our business that I know many of you are particularly interested in is the financials and I’m pleased to say that we have delivered strong results to the end of FY21, and we are off to a very encouraging start in FY22. The 2021 financial year saw a substantial uplift in total revenue of $38.8M million, which was up 27% YoY on a like-for-like basis. Obviously with Adheris now front and centre in our business, we have seen a substantial shift in our overall revenue to the US which now commands 75% of our overall global revenue. As I mentioned, so far this financial year we are off to a strong start with our Q1 results showing a 34% increase on our US revenue compared with the same quarter last year, and with Australia showing a significant return to growth at just over 35%. We are also committed to running this business with a focus on strong operational efficiency and continue to identify areas where we can reduce our costs as we strive toward break even. We recently announced Ruba El Afifi to the role of Chief Operating Officer and 7 have introduced a strong commercial discipline across the business to ensure we are focused on key projects that maximise the return on capital. This in part led us to withdraw from our JV in SEA with Zuellig and double down on our efforts in key markets where we know we can return higher value to the business and to our shareholders. Team acknowledgements On a final note, I just want to acknowledge the support and efforts of Robert Read, the Executive Team and the MedAdvisor Board who have all played pivotal roles in guiding us through some challenging times over the last 2 years. Whilst acknowledging the contribution of other Directors on the Board overall, I also want to thank Luke Merrow in the US who joined our team back in August and who has brought a wealth of experience and capability to the team. Finally, I would also like to mention yesterday’s announcement to the market that Peter Bennetto, contrary to the AGM Notice of Meeting, has in fact decided to resign from the MedAdvisor Board today and not seek re-election. As you all know, Peter was instrumental from the early days in helping to steer MedAdvisor’s growth and was also a key contributor to the Adheris acquisition last year. I want to acknowledge Pete as former Chair of the company for his long service and I know that he leaves at a time when he can proudly look back on the achievements to date and with confidence about the future outlook. I would now like to handover to Robert Read to take you through his update and share our results in more detail. 8 CEO address (Robert Read) Thank you, Chris. I think Chris summed up our last 12 months very well and reflecting on the time since our last AGM, the business has delivered both strategically and operationally. Our purpose is to improve health outcomes by giving people back control of their medications through simplicity, convenience and education. I want to start by thanking my incredible team. Executing what we have done over the last 12-18 months is no small feat. We have been able to adapt well to challenges presented by COVID and stay connected. Time zones have been challenging for both our leadership teams across the globe and most of our team have not yet met their counterparts in the US face to face. It has been hard at times and the MedAdvisor team has stepped up, worked incredibly diligently to deliver on our vision. In each of the markets we operate, our strategic priorities centre around the patient. Lifting patient experience, education and convenience is core to our purpose. When we do this well, our marketplace grows and with it the economic opportunity. We are also innovating so that our customers can generate improving economics for their businesses. Finally, medication non-adherence is a global problem, costing hundreds of thousands of lives and over $600B. Whilst Australia can and will be an attractive market for us, it is only 2% of the world’s medicine market. Being successful in larger global markets is something we are committed to. To touch on some of the key metrics for FY21, our operating revenue was up 304% to $38.8m and up 27% on a like-for-like basis. With a normalised EBITDA loss of $12.6m, we finished the year with $7.2m cash at bank. As you have seen from our last quarterly, our cash balance had climbed to $11.3m as we normalised our debtor position. You will have also noted that our pharmacy numbers in Australia are up and both Australian and US businesses are growing above 30%. US Market Taking our business to the US was critical to deliver on this purpose as the US accounts for nearly half of the global medication market. To do that appropriately we needed scale. The acquisition of Adheris in November 2020 was the opportunity to combine its incredible scale and two-sided marketplace that had been carefully built over 30 years. Through their omni-channel approach, Adheris can reach 180m patients on an opt-out basis, through partnerships with 25,000 pharmacies in the US. Its business was 9 one of the first direct-to-patient adherence businesses in the US, with a multi-channel approach. Adheris has built incredible trust with its pharmacy partners and the world leading pharmaceutical companies that pay for programs. This is not an easy thing to do, but once established creates a defendable moat for the business. One of the challenges we were prepared for when we bought Adheris was that it had been in a period of decline and also needed to add a digital solution that its clients were demanding. Adheris had been underinvested in and we needed to address that. We backed ourselves to turn it around, we had confidence that its management team, with the right focus and investment, could return it to growth and begin the digital transformation. I am pleased to say that is what we have seen. As we recently announced, our US business is up 34% year-on-year for Q1 FY22, which has been driven by an investment in our sales and marketing and product innovation. We have announced significant milestones towards our digital transformation. The first was the Walmart agreement that will move from a partner using only one channel to taking all our channels in CY22. This includes the new digital channel and our new revenue model. We now have 37% of our pharmacy network who have agreed to take digital and our new revenue model, once live will give us digital patient reach in excess of 40m patients. The second important milestone was the US$3m COVID pilot deal announced in November. This was important for a number of reasons, the first being that it is an existing customer using digital patient outreach with us for the first time. It is an opportunity to help millions understand COVID more effectively and if successful could evolve into further programs to support the role of boosters to prevent COVID. Evolution of the US Revenue Model Another important US initiative we invested in was our new product and revenue model that we have been referring to as Dynamic Engagement. We have recently taken to the market under the branding of Thriv. This is the first time that Adheris has changed the way it sells its programs since inception and the benefits impact all. ‘ 10 Firstly, it ensures that patients get the right message via their preferred channels at the right cadence. Driven by our incredible predictive models, built from longitudinal medication data and other predictive factors, we can tailor programs at an individual level, to drive the biggest improvements in adherence. It is not a one-size-fits-all model but a tailored omni-channel approach. The pharma market wants this solution because their programs have greater impact and drive improved return on investment and for MedAdvisor we expect to be able to command higher prices per patient than we have been able to do historically. We expect it will also drive improvements in margin for MedAdvisor which is an important strategic initiative for CY22. Continued momentum on these milestones shapes CY22 as a transformational year. The ability to digitalise the Adheris pharmacy network is critical to our strategy and we hope to have this complete through CY22. We have made progress this year with 37% of the network agreeing to head down this path. It also strengthens our ability to access the $6B that is being spent on “spray and pray”, direct to consumer promotion by our clients in the US and redirect some of that investment to ensuring that patients stay on therapy. Rest of World In terms of our other international markets, these are far less mature. We made the decision to pull out of South-East Asia to ensure we have the right focus to invest our capital in projects and markets that we expect to deliver shareholder returns faster. The UK market has been frustrating in terms of the pace of revenue growth. Our model in the UK is to roll out our SaaS solutions and move into health programs. We have invested heavily in our SaaS product that is heavily integrated with various NHS systems and this took longer than expected. I am pleased to say we now have the approvals in place. We have launched our new v6 mobile app and the product has been well received, allowing patients to link in with their Doctor and Pharmacist. Turning our attention to the Australian market, we have built an amazing pharmacy and patient network with over 4000 pharmacy customers with 2.3m connected patients. We have seen our LTV lift to $51k as our churn has decreased and revenue per pharmacy has grown. 11 I also want to make a few comments about FY21 and the year-to-date. We were not happy with our Australian revenue growth in FY21. FY21 was impacted by some changes made to our Sales team and the time committed to the Adheris diligence, acquisition and integration. We were very keen to ensure we had the right leadership, and we were delighted to have Wayne Marinoff join MedAdvisor in June 2021 to head up Sales & Marketing for Australia and the UK. We have had some important milestones that I would like to recognise: 1. MedAdvisor was the first app to be approved by the Australian Digital Health Agency for ePrescribing. ePrescribing is one of the most significant changes in pharmacy since computerisation. 2. We introduced a new pricing model with a small $10 increase of the base fee to $159 per pharmacy per month, but a new premium tier at $179 per pharmacy per month. I am pleased to say that the majority of new pharmacies are going straight onto our premium tier and we are converting many pharmacies on our base to this tier. 3. We invested in and improved pharmacy workflow for patient activations, bookings and vaccinations, which saves even more time for pharmacists. 4. With approximately 4000 stores, we have increased our pharmacy market share in Australia to ~70% of stores and ~80% of all patients in Australia visit one of our pharmacy customers. Specifically, the 5-year deal with Priceline was an important opportunity to grow our network. 5. Launched our new mobile app and consumer web portal, complete with our new branding 6. We have grown our patient numbers meaningfully. There are now over 2.3m patients in Australia who are digitally connected to MedAdvisor via their pharmacy. 7. Having generated around $10m operating revenue in FY21, our revenue growth is back at the levels we had been anticipating growing more than 30% year-on- year. ARR has grown to $7.4m, with churn at historically low levels. 12 Covid-19 Covid-19 has been such a significant burden in Australia. Severe lockdowns, particularly in Melbourne, have stimulated huge demand for vaccinations. In early August, the Federal Government allowed pharmacies to administer COVID-19 vaccines for the first time. Initially only AstraZeneca, then Moderna in October and now the Pfizer booster shot. To facilitate this, there was a huge effort by pharmacists who had remained open for face-to-face care throughout the pandemic to be ready and they needed a system that could do it all. We adapted our solutions to be able to take COVID-19 bookings, extract that data and build a clinical record. We enabled pharmacies to simply look up the Australian Immunisation Register and then upload the required data after a vaccination to the AIR and for claiming purposes. This was a significant undertaking for our teams in Australia. Now over 2m bookings have been made and 1.5m vaccinations recorded in-pharmacy through our systems. More than 70% of all pharmacy COVID-19 vaccinations in Australia are recorded using MedAdvisor. Continuous innovation has been a hallmark of MedAdvisor’s product suite. This year we have rebuilt our app from the ground up on a new technology stack, that makes it faster, more modern and importantly unifies 2 separate code bases into one, lowering our cost to serve. This has already gone live in the UK and in Australia and we will progressively rolling it out through our white label products during the balance of this calendar year. It incorporates the new ePrescribing functionality and improved sign- up pathways for patients that don’t rely solely on a pharmacist to sign someone up. Our pharmacy product has had significant enhancements with new integrations to the Australian Immunisation Register and a new COVID solution. As Chris mentioned, Ruba El Afifi took on the role of COO during the year, which was a new role to help organise and coordinate our operational execution including our Australian based product and engineering teams. As I mentioned before, Wayne Marinoff, coming to lead Sales & Marketing has also been an important hire for MedAdvisor so we can successfully execute. As a board and management team, we are always reviewing our capability to execute on the vision we have, and we are pleased that we have continued to attract high quality and passionate employees who believe in what we are doing. 13 I would like to also thank the US team who have worked with our US President & CEO, John Ciccio to transform and return to growth. I also want to thank Jamal Butt and the broader UK team for their efforts in getting our product launched with NHS approved integrations. Thank you for your efforts. Outlook In terms of Outlook, we have provided revenue guidance of $59-$60m for the 12 months ending December 2021. We are pleased with the pipeline build in the US and momentum in Australia. We are not providing FY22 revenue guidance at this stage and will do that with our quarterly report in January. We expect our margins will grow in CY22, and we believe that CY21 will be our lowest gross margin percentage during the forecast period as the US will not yet have had the benefit of the new initiatives. Before we conclude, I would like to thank our shareholders for your ongoing support of MedAdvisor, our mission to help patients and drive significant returns. I will now hand back to Chris for the formal part of today’s meeting. Formal part of meeting (Chris Ridd) Thanks, Rob. We will now move to the formal part of the meeting, after which we’ll answer any general shareholder questions. The Notice of Meeting was sent to all Shareholders on 25 October 2021. A copy of the Notice of Meeting, the Annual Report and the Company’s Constitution are available at the online meeting site for this meeting (https://medadvisor.verovoting.com.au) should any member wish to refer to them. I propose that the Notice of Meeting be taken as read. Voting Voting on all resolutions at the meeting will be conducted by poll. For the purposes of the poll, I appoint Greg Mitchell of VeroVoting to act as Returning Officer and to conduct the poll. Votes will be counted after the end of the meeting and results published on the ASX. 14 Again, I’d like to remind shareholders in attendance today that have already submitted a vote by proxy prior to the meeting should note that your votes will already be counted towards the poll. You do not need to lodge another vote unless you wish to change your proxy instruction. Shareholders in attendance that have not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by following the instructions provided in the Notice of Meeting. On the top of your screen, you will find the Voting Tab, to lodge your vote click on your response under each resolution. Please note that the online voting portal is now open and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count and I will provide you with ample warning before the poll is closed. I will now pause for a moment to see if there are any questions in relation to the voting process? Proxies Proxies have been inspected and all those validly lodged have been accepted. These proxy votes will be set out on the slide shown against each resolution. Proxies have been received representing 162,013,101 Shares or 42.92% of the issued capital of the Company All undirected proxies or open votes that have nominated the Chair of the Meeting as their proxy, will be cast in favour of each resolution in the Notice of Meeting. Ordinary Business Annual Accounts Refer you to the first item of business of the Notice of Meeting and table the Annual Report including the Financial Statements for the year to 30 June 2021 and the Reports of the Directors and Auditors thereon for consideration by members. Members should note that the Financial Statements and Reports are not tabled for approval but simply discussion. A representative from our auditors, RSM Australia, is in attendance to 15 answer any questions relevant to the conduct of the audit and the preparation and content of the independent auditor’s report Questions Are there any questions on the financial statements or the reports of the Directors and Auditors? Are there any questions or comments on the management of the Company? Are there any questions relevant to the conduct of the audit and the preparation and content of the auditor’s report to be put to the auditor? Resolution 1 I refer you to Resolution 1 of the Notice of Meeting and propose as a non-binding ordinary resolution that, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company’s annual report for the financial year ended 30 June 2021. Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 1 are detailed on the screen. I now put the resolution. Resolution 2 I refer you to Resolution 2 of the Notice of Meeting. I advise that this resolution is withdrawn as Mr Peter Bennetto has resigned as a director of the Company, effective 16 today, and is no longer seeking re-election. Accordingly, this resolution is not being put to the meeting. Resolution 3 I refer you to Resolution 3 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Ms Sandra Hook, a Director, retires by rotation, and being eligible, is re- elected as a Director. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 3 are detailed on the screen. I therefore put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Resolution 4 I refer you to Resolution 4 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of clause 14.4 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Lucas Merrow, who was appointed as a Director on 10 August 2021, retires, and being eligible, is re-elected as a Director. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 4 are detailed on the screen. I now put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. 17 Resolution 5 I refer you to Resolution 5 of the Notice of Meeting and propose by special resolution that, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement. Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 5 are detailed on the screen. I now put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Resolution 6 I refer you to Resolution 6 of the Notice of Meeting and propose by ordinary resolution that, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 17,500,001 Shares at an issue price of $0.30 per Share, on the terms and conditions in the Explanatory Memorandum. Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? 18 Proxies The proxies received in relation to resolution 6 are detailed on the screen. I now put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Resolution 7 I refer you to Resolution 7 of the Notice of Meeting and propose by ordinary resolution that, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 750,000 options exercisable at $0.40 on or before 30 October 2024 to Mr Lucas Merrow on the terms and conditions set out in the Explanatory Statement. Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 7 are detailed on the screen. I now put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Resolution 8 I refer you to Resolution 8 of the Notice of Meeting and propose by ordinary resolution that, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for the issue of 1,500,000 options exercisable at $0.30 on or before 31 December 2024 and issued under the Company's Long Term Incentive Plan to Mr Robert Read (or 19 his nominee Gread Management Pty Ltd) as part of his remuneration for FY22 on the terms set out in the Explanatory Memorandum (Read Options). Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 8 are detailed on the screen. I now put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Resolution 9 I refer you to Resolution 9 of the Notice of Meeting and propose by ordinary resolution that, for the purpose of Listing Rule 7.2, exception 13 and for all other purposes, the Company approves the Company's amended Long Term Incentive Plan (LTIP) and the issue of up to 18,875,000 securities under that LTIP during a three year period from the date of the Meeting, the terms and conditions of which are summarised in the Explanatory Statement. Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 9 are detailed on the screen. 20 I therefore put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Resolution 10 I refer you to Resolution 10 of the Notice of Meeting and propose by ordinary resolution that the Company renews its partial takeover plebiscites rules, as set out in Rule 36 of the Company's Constitution, for three years from the date of the 2021 Annual General Meeting. Please note that the Voting Exclusion for this resolution is as disclosed in the Notice of Meeting. Questions Are there any questions on the resolution? Proxies The proxies received in relation to resolution 10 are detailed on the screen. I therefore put the resolution. Please vote online now if you have not already submitted a proxy or wish to change your proxy at this time. Conducting of poll That concludes the resolutions to be voted on today. As noted, we are conducting a Poll on all resolutions. I note the poll is already open. Can all shareholders voting online please now ensure that they have submitted their votes – I will allow another minute before the poll is closed. If you have any questions in relation to the submission of online votes, please send them through the Q&A function now. 21 There being no further questions I declare the poll closed and that concludes the formal part of the business for the meeting today VeroVoting will now process the poll and the results will be announced to the ASX once they are available. General Q&A We will now take this opportunity to open for general questions regarding the company. Do we have any questions today? At this time, we have no further questions, but if there are any questions shareholders would like to ask after this meeting, you may email these through to us at email@example.com . Closure of meeting It is now time to close MedAdvisor’s 2021 Annual Meeting. As there is no other business that can properly be brought before this meeting, I now formally declare the meeting closed. As advised earlier, the results of the poll will be announced to the ASX once they are available. Thank you for your attendance and participation in the proceedings. We appreciate your support and hope to be able to do this in person next year.
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