Integrated Wellness Acquisition Corp, page-2

Thank you for your recent enquiry relating to Integrated Wellness Acquisition Corp (IWAC) and the involvement of Tony Varano and Steven Schapera. The queries related to whether Tony and/or Steven had a conflict of interest and/or if their role with IWAC detracted from their commitments to Wellfully (WFL).

Background

The Board, CEO and Company Secretary recently discussed these matters. We also looked at the SEC Registration Statement for IWAC to see what IWAC is trying to achieve vis a vis WFL. IWAC is a SPAC – not a trading business.If their IPO is successful, it will be a listed investment vehicle. Per the SEC document, IWAC might invest in other businesses in the “health, nutrition, fitness, wellness and beauty sectors and the products, devices, applications and technology driving growth within these verticals.”

Our comments in this context

• Both Steven and Tony confirm that they are not conflicted in their responsibilities to WFL. Steven and Tony believe, if IWAC becomes a reality and succeeds with its investment objectives, it may assist WFL – not harm it. At this stage, IWAC is still speculative and it’s unknown what, if anything, it may ultimately invest in and do, and in what time horizon.

• The Board, CEO and Company Secretary are comfortable that no conflict exists now.

• Steven and Tony confirm that their work with IWAC will not detract from their commitments to Wellfully. Steven and Tony believe (and the Board agrees) that their continued experience and exposure in the broader health, wellness and biotech sectors (as already known to shareholders) is why they have their roles with WFL and why this increased knowledge and exposure should benefit WFL moving forward. Steven and Tony are fully committed to do their best for WFL.

Our governance policies

Obviously, in the future, conflicts may arise for any director or officer in any organisation. For these reasons, we have in place policies and procedures to educate our people and ensure conflicts are known and managed according to the law and stakeholder expectations. Aside from directors’ and officers’ strict legal obligations to act in the best interests of the company and avoid conflicts of interest (amongst the other directors’ duties), we have in place the following:

• Each WFL board meeting starts with an agenda item where conflicts (if any) must be raised. This is minuted. If an actual or potential conflict exists, then both the conflict and how it will be managed appropriately are minuted. As an example, a director may recuse themself from certain discussions and abstain from voting on the associated decisions. In some situations, as in any organisation, a director may need to resign if the conflict cannot be adequately or practically handled.

• Recently, the Board has coordinated and approved a new suite of corporate governance policies and procedures. One of these is a Conflict of Interest Policy. This will be released shortly on our website and available for all stakeholders. This document sets out WFL’s policies and procedures in this regard to ensure we comply with the law and stakeholder expectations of good governance. Whilst the policy is not yet publicly available, our Board is adhering to it.

• Conflicts of interest are an ongoing and regimented part of our governance process. If anything further arises relating to IWAC, for example, it will be addressed by this policy and the process therein.

We hope this addresses your queries. If you have any further questions, please let me know.

Kind regards