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WELL Health Technologies Corp. Proxy Solicitation & Information Statement 2025

May 28, 2025

47022_rns_2025-05-28_469bc4ac-3aa4-4164-990a-ffa4eb5ff608.pdf

Proxy Solicitation & Information Statement

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WELL HEALTH TECHNOLOGIES CORP.
Suite 550 - 375 Water Street
Vancouver, BC V6B 5C6
Telephone: (604) 628-7266

NOTICE OF ANNUAL GENERAL MEETING

TO THE SHAREHOLDERS:

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of shareholders of the Company (the "Shareholders") of WELL Health Technologies Corp. (the "Company") will be held via an online meeting at https://meetings.lumiconnect.com/400-866-428-062 on Monday, June 30, 2025, at the hour of 10:00 a.m. (PST), for the purposes of:

(1) receiving the audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2024 and the accompanying report of the auditors thereon;
(2) to set the number of directors of the Company at six (6);
(3) to elect Hamed Shahbazi, Tara McCarville, Kenneth Cawkell, John Kim, Thomas Liston and Sybil E. Jen Lau as directors of the Company;
(4) to appoint Deloitte LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending December 31, 2025 at a remuneration to be fixed by the board of directors of the Company (the "Board"); and
(5) to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The Company is holding the Meeting online via live audio webcast. Subject to the requirements described herein, all Shareholders, regardless of geographic location and equity ownership, will have an equal opportunity to participate at the Meeting and engage with directors of the Company and management as well as other Shareholders. However, Shareholders will not be able to attend the Meeting in person.

The Company will utilize the notice-and-access model provided for under National Instrument 54-101 ("Notice and Access") for the delivery of its information circular (the "Information Circular", or the "Meeting Materials"), to its Shareholders in respect of the Meeting.

Under Notice and Access, instead of receiving paper copies of the Meeting Materials, Shareholders will be receiving a notice with information on how they may access the Meeting Materials electronically. However, Shareholders will receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting. The use of this alternative means of delivery is more environmentally friendly, as it will help reduce paper use and it will also reduce the Company's printing and mailing costs.

The Meeting Materials will be available on the Company's website at https://well.company/events as of May 28, 2025 and will remain on the website for one full year thereafter. The Meeting Materials are also available upon request, without charge, by e-mail at [email protected], or can be accessed online on SEDAR+ at www.sedarplus.ca as of May 28, 2025.

The Company will mail paper copies of the Meeting Materials to those registered and beneficial Shareholders who have previously elected to receive paper copies of the Company's Meeting Materials. All other Shareholders will


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receive a Notice and Access notification, which will contain information on how they may access the Meeting Materials electronically in advance of the Meeting.

Registered Shareholders and duly appointed proxyholders will be able to attend and vote at the Meeting online. Non-Registered Shareholders (being Shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the online Meeting as guests, but guests will not be able to vote at the Meeting.

The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this Notice of Meeting.

The Board has fixed May 7, 2025 as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on that date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Information Circular.

A Shareholder may attend the online Meeting and vote or may be represented and vote by proxy. If you are unable to attend the online Meeting, please complete, date, sign and return the accompanying form of proxy enclosed herewith for use at the Meeting or any adjournment thereof. To be effective, the attached proxy must be received not later than June 26, 2025 at 10:00 a.m. (PST). Your shares will be voted in accordance with your instructions as indicated on the proxy.

If you have any questions about or require assistance in completing your form of proxy, or about the information contained in this Information Circular, please contact the Company by email at [email protected].

DATED at Vancouver, British Columbia, this 26th day of May, 2025.

By Order of the Board of Directors of

WELL HEALTH TECHNOLOGIES CORP.

"Hamed Shahbazi"

Hamed Shahbazi

Chief Executive Officer, Chair and Director