VIRTUAL MEDICAL CENTRE INC

Dr. Andrew Dean – Dr. Dean has served as our director since June 2010 and currently serves as a non-managing director and consultant of
VMC, a position he assumed in September 2001. Since 2005, Mr. Dean has served as the Honorary Medical Officer in the Department of
Medical Oncology at Sir Charles Gairdner Hospital. He also serves as a Medical Oncologist at St. John of God Oncology, Subiaco & Perth
Oncology, where he began to provide his services in 2007. He received his Bachelor of Medicine and Bachelor of Surgery degrees from the
University of Liverpool in 1985.
Clifford Rosenberg – Mr. Rosenberg has served as our director since June 2010. He has also served as a non-managing director of VMC since
August 2009 and as a consultant of VMC since April 2009. Since November 2009, Mr. Rosenberg has served as the Managing Director of
LinkedIn Australia. Beginning in November 2007, he served as the Chairman of Sound Alliance, an online publisher of web
communities. From 2003 to 2006, he served as the Managing Director of Yahoo! Australia & NZ. He received his Bachelor of Business Science
Degree in 1985 from the University of Cape Town in South Africa and his Master of Science in Management from Boston University in 1988.
Board Meetings and Committees
The Company held no formal meetings of its board of directors (the “Board”) during the last 12 months. All proceedings of the Board
were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such
resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada
Revised Statutes and the by-laws of the Company, as valid and effective as if they had been passed at a meeting of the directors duly called and
held. We do not presently have a policy regarding director attendance at meetings.
At present, the Company’s independent directors are Dr. Dean and Mr. Rosenberg. Our third director, Wayne Hughes, is not
independent. Our determination of independence of directors is made by using the definition of “independent director” contained under Rule
5605(a)(2) of the NASDAQ Marketplace Rules. In determining whether or not these individuals constituted “independent directors” under such
definition, the Board considered the terms of Dr. Dean’s appointment letter to the Board, which provide that Dr. Dean is to receive AU$46,000
($40,848) in annual consulting fees in addition to an annual AU$30,000 ($26,640) in director fees, and the terms of Mr. Rosenberg’s
appointment letter to the Board, which provide that Mr. Rosenberg is to receive AU$46,000 ($40,848) in annual consulting fees in addition to an
annual AU$20,000 ($13,320) in director fees.
Since the Share Exchange, the Company has held no formal meetings of its Board and has acted solely by resolutions consented to in
writing and filed with the minutes of the proceedings of the Board. We do not have standing audit, nominating or compensation committees, or
committees performing similar functions. As we have been a shell corporation, our former Board believed that it was not necessary to have
standing audit, nominating or compensation committees because the functions of such committees were adequately performed by the Board. Our
full Board performs the services of audit, nominating and compensation committee. The directors, excluding Mr. Hughes, who perform the
functions of auditing, nominating and compensation committees are independent by the standards of such independence for such roles under
Rule 5605(a)(2) of the NASDAQ Marketplace Rules. However, at such time in the future that we appoint additional independent directors to the
board; we expect to form the standing board committees comprised solely of independent directors.
Family Relationships
There are no family relationships between any of our directors or executive officers.
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