6 questions lodged at 2025 MedAdvisor Solutions (MDR) hybrid AGM
August 23, 2025
Below is the text of the 6 written questions submitted at the dramatic MedAdvisor Solutions (MDR) virtual EGM held on August 21, 2025 via this Computershare link. See notice of meeting detailing the 14 resolutions, 6 of which were defeated in the poll. Market cap $36m on EGM day after the stock halved from the recent 10c placement price to 5c, leaving investors almost $100m out of pocket overall. The shareholders were very angry and revolting, defeating all 6 resolutions seeking retention grants to key executives.
Q1. You haven't lodged any prepared addresses with the ASX, which could have included early disclosure of the proxy votes on all 14 resolutions being dealt with at this EGM. Have there been any material protest votes against this opening resolution ratifying the placement or any of the other resolutions up for the vote today. If so, what concerns have been raised by shareholders?
Answer: The interim chair Kate Hill said they had received no direct communications and did not let on in terms of the huge protests that were to come. Watch video of exchange via Twitter.
Q2. It is a bit rough asking key management personnel to pay 10c a share when the stock has dived to a record low of 5c. Could Richard 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?
Answer: The interim chair Kate Hill was pretty vague in her response and revealed that the CEO was a no show. Watch video of exchange via Twitter.
Q3. I'm not a big fan of issuing shares to corporate advisers and brokers which handle capital raises. Did we really have to do this, as opposed to just paying with cash? Also, is the chair disappointed that only 94 of our 2600 shareholders voted by proxy on this and the other resolutions today. Were you happy with the participation rate?
Answer: The interim chair Kate Hill pointed out they were paying cash for the stock on this particular resolution and stressed that the shares turnout was close to 50% of issued capital. Watch video of exchange via Twitter.
Q4. I've asked questions at more than 1100 public company shareholder meetings since 1998 and can't recall another one where a single executive was the subject of 4 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?
Answer: The interim chair Kate Hill said they all had their purpose related to the company's precarious situation but it was not a convincing response overall. Watch video of exchange via Twitter.
Q5. There was a 35% proxy protest vote 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 payments proposals given the size of the protest votes?
Answer: The interim chair Kate Hill said the board decided to plough on despite certain defeat for full transparency, which is best practice. Many companies withdraw to avoid the embarrassment of defeat. Watch video of exchange via Twitter.
Q6. Is Mr Subramanian a flight risk now that these retention payments have been defeated?
Answer: The interim chair Kate Hill said Vinod was not a flight risk right now, but might be and they need to consider a response given his importance to the company for its technology transformation. Another 5 retention payment resolutions were also rejected. Watch video of exchange via Twitter.
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