MONASH IVF GROUP LIMITED

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Life starts here

Notice of Annual General Meeting 2018

ACN: 169 302 309

Notice is hereby given that the Annual General Meeting ( AGM ) of shareholders of Monash IVF Group Limited (the Company or Monash IVF Group ) will be held at:

Monash Conference Centre Seminar Rooms 2 and 3 Level 7 30 Collins Street Melbourne Vic 3000 on Thursday 22 November 2018 at 2.00pm (AEDT)

Business of the AGM 1 Notice of Annual General Meeting 2 Explanatory Notes 4

Business of the AGM

Item 1 – Consideration of Monash IVF Group Financial reports

To receive and consider the Financial Report, Director’s Report and Auditor’s Report for the year ended 30 June 2018.

Item 2 – remuneration report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Remuneration Report, which forms part of the Director’s Report for the year ended 30 June 2018, be adopted.”

Note: As per the Corporations Act 2001 section 250R, the vote on this resolution will be advisory only and will not bind the Directors of the Company. A voting exclusion statement applies to this resolution as per the Explanatory Notes in this document.

Item 3 – re-election of directors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution of the Company:

3a “That Mr Josef Czyzewski, a Non-Executive Director of the Company, and being eligible, offers himself for election, be re-elected as a Director of the Company.”
3b “That Ms Christina (Christy) Boyce, a Non-Executive Director of the Company, and being eligible, offers herself for election, be re-elected as a Director of the Company.”

A summary of the Director’s backgrounds and experience are set out in the explanatory notes.

By order of the Board

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Michael Knaap Company Secretary 23 October 2018

MoNAsh IVF Group LIMIted Notice of Annual General Meeting 2018

Notice of Annual General Meeting

Annual report

Monash IVF Group Annual Report is accessible via the website www.monashivfgroup.com

eligibility to Attend and Vote

For the purpose of attending or voting at the AGM, shares will be taken to be held by the persons who are registered holders at 7.00pm (AEDT) on Tuesday 20 November 2018. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the AGM.

Voting by proxy

In accordance with section 249L of the Corporations Act 2001 (Cth), a shareholder may attend the AGM and vote in person or may appoint a proxy to attend and vote on the shareholder’s behalf.

A member who is entitled to attend but prefers to use a proxy vote may appoint no more than two proxies. If two proxies are appointed the proportion of votes each proxy is entitled to exercise must be specified. If no proportion or vote number is specified, each proxy may exercise half the number of votes.

A proxy does not need to be a Shareholder. A body corporate appointed as a member’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the AGM. The representative must bring to the AGM a properly executed letter or other document confirming that they are authorised to act as the body corporate’s representative.

If a Shareholder has not directed the proxy on how to vote, the proxy may vote as the proxy deems fit, and similarly if the Shareholder appoints the Chair of the AGM as proxy but does not direct the Chair on how to vote on an item, the Chair will vote in accordance with his voting intention as stated, namely in favour of each of the proposed resolutions set out in the Notice of Meeting.

To be effective, the proxy form (and, if the appointment is signed by the appointer’s attorney, the authority under which it was signed or a certified copy of the authority) must be received by the Company’s share registry, Link Market Services Limited by no later than 48 hours prior to the commencement of the Annual General Meeting (2.00pm (AEDT) Tuesday 20 November 2018).

proxy voting by the Chair

The Chairman intends to vote undirected proxies in favour of all proposed resolutions. In the event that there is a change to the Chairman’s intention to vote it will be announced on the Monash IVF Group website before the AGM. The Chairman’s decision on how to vote on all occasions is conclusive.

Where the Chair is appointed as a Shareholder’s proxy on Item 2, (or he becomes your proxy by default) and the Shareholder has not specified the way in which the Chair is to vote on Item 2, the Shareholder is directing the Chair to vote in accordance with the Chair’s voting intentions for these items of business.

Corporate representatives

A corporation may elect to appoint an individual to act as its representative in accordance with section 250D of the Corporations Act 2001 (Cth) in which case the Company will require a Certificate of Appointment of Corporate Representative executed in accordance with the Corporations Act 2001 (Cth). The Certificate must be lodged with the Company before the AGM or at the registration desk on the day of the AGM. The Company will retain the certificate.

proxy Forms

The proxy form (and the power of attorney or other authority, if any, under which a proxy form is signed, or a certified copy of the power or other authority) must be completed and received by the Company’s Share Registry no later than 2.00pm (AEDT) on Tuesday 20 November 2018.

Proxies (and, if applicable, authorities) may be returned:

Online at www.linkmarketservices.com.au

Choose Monash IVF Group Ltd from the drop down menu, enter the holding details as shown on the proxy form, and follow the instructions provided to appoint a proxy.

By mail

Monash IVF Group C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235

By hand (business hours only 9.00 am to 5.00 pm Monday to Friday)

Monash IVF Group C/- Link Market Services Limited Level 12, 680 George Street Sydney 2000

By facsimile

+61 2 9287 0309

Any proxy form received after 2.00pm (AEDT) on Tuesday 20 November 2018 will not be valid for the scheduled AGM.

MoNAsh IVF Group LIMIted Notice of Annual General Meeting 2018

Explanatory Notes

Item 1 – Consideration of Monash IVF Group Financial reports

The Financial Reports including the Director’s Report and Auditor’s Report (the Reports) for the year ended 30 June 2018 will be laid before the AGM. There is no requirement for a formal resolution on this item. However, the Chairman will allow reasonable opportunity for shareholders to ask questions and make comments on the operations and management with regard to the Reports. Shareholders will also be given a reasonable amount of time to ask the appointed Auditor representative questions about the content and conduct of the audit.

Item 2 – remuneration report

The Remuneration Report for the year ended 30 June 2018 outlines the remuneration arrangements of Monash IVF Group in accordance with the requirements of the Corporations Act 2001 and its regulations. The information has been audited as required by section 308 of the Corporations Act 2001.

The Remuneration Report addresses the following issues:

Remuneration governance
Principles used to determine the nature and amount of remuneration
Executive remuneration
Non-executive Director remuneration
Details of remuneration for key management personnel
Mandatory redeemable preference shares and Promissory Notes
Loans to key management personnel
Other transactions with key management personnel
Key management personnel ownership of shares
Group performance

Following consideration of the Remuneration Report, the Chairman will give shareholders reasonable opportunity to ask questions or to comment on the report before the resolution that the Report be adopted be put to the vote. The resolution of this item is advisory only and non-binding for the Company or Board.

The Directors recommend that Shareholders vote in favour of Item 2.

Voting exclusions

As required by the Corporations Act 2001, the Company will disregard any votes cast on Item 2 by any member of the Company’s key management personnel (KMP), details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member unless the person votes as a proxy appointed in writing that specifies how the shareholder wishes to vote. In addition, the Chairman of the AGM will be able to vote as a proxy appointed in writing that expressly authorises him to vote on the resolution even though that resolution is connected directly or indirectly with the remuneration of a member of the Company’s KMP.

Item 3 – re-election of directors

In accordance with the Company’s constitution an election of Directors must occur at every Annual General Meeting. The following two Directors have offered themselves for re-election:

3a Re-election of Mr Josef Czyzewski (Non-Executive Director)

Mr. Josef Czyzewski joined the Group in June 2014 and has over 30 years of experience in senior finance positions and significant experience in the health industry.

Josef has held the positions of CFO at Healthscope Limited, and more recently CFO/General Manager Strategy and Development at Spotless Group Limited following its takeover by private equity interests in 2012.

Prior to that time, Josef had held various senior finance positions with BHP Billiton including VP Finance and Corporate Treasurer. He holds a Bachelor of Commerce from the University of Newcastle and is a Graduate Member of the Australian Institute of Company Directors.

The Directors (other than Mr Czyzewski) recommend that Shareholders vote in favour of Item 3a.

3b Re-election of Ms Christina (Christy) Boyce (Non-Executive Director)

Ms Christy Boyce joined the Group in June 2014. Christy is also a director of Port Jackson Partners and a non-executive director of ASX listed companies, Greencross Limited and Oneview Healthcare. Christy is a former director of Cryosite Limited.

Christy has over 20 years of management consulting experience in both Australia and the United States and has worked extensively with major corporations on corporate strategy. Prior to joining Port Jackson Partners, Christy spent 14 years with McKinsey and Company, where she was a partner.

She holds a Bachelor of Economics from the University of Sydney, a Masters of Management from the Kellogg Graduate School of Business (Northwestern University) and is a Graduate Member of the Australian Institute of Company Directors.

The Directors (other than Ms Boyce) recommend that Shareholders vote in favour of Item 3b.

MoNAsh IVF Group LIMIted Notice of Annual General Meeting 2018

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Monash IVF Group Limited ABN 90 169 302 309

LODGE YOUR VOTE

ONLINE  www.linkmarketservices.com.au

BY MAIL  Monash IVF Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309

 BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: +61 1300 554 474

X99999999999 X99999999999 PROXY FORM I/We being a member(s) of Monash IVF Group Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEDT) on Thursday, 22 November 2018 at Monash Conference Centre, Seminar Rooms 2 and 3, Level 7, 30 Collins Street, Melbourne, Vic, 3000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolution 2: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolution 2, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * 2 Adoption of the Remuneration Report (non-binding advisory vote) 3a Re-election of Mr Josef Czyzewski as a Director 3b Re-election of Ms Christina (Christy) Boyce as a Director

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Sole Director and Sole Company Secretary	Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one)	Joint Shareholder 3 (Individual) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

MVF PRX1801C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEDT) on Tuesday, 20 November 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

Proxy Forms may be lodged using the reply paid envelope or:

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

ONLINE

www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default Reference Number (SRN) or Holder Identification Number (HIN) to the Chairman of the Meeting, who is required to vote those proxies as as shown on the front of the Proxy Form). directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy BY MAIL  Form, including where the Resolution is connected directly or indirectly Monash IVF Group Limited with the remuneration of KMP. C/- Link Market Services Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT Locked Bag A14 You may direct your proxy how to vote by placing a mark in one of the Sydney South NSW 1235 boxes opposite each item of business. All your shares will be voted in Australia accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or  BY FAX number of shares you wish to vote in the appropriate box or boxes. If you +61 2 9287 0309 do not mark any of the boxes on the items of business, your proxy may BY HAND vote as he or she chooses. If you mark more than one box on an item your  vote on that item will be invalid. delivering it to Link Market Services Limited Level 12 APPOINTMENT OF A SECOND PROXY 680 George Street You are entitled to appoint up to two persons as proxies to attend the Sydney NSW 2000 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. * During business hours (Monday to Friday, 9:00am–5:00pm) To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney:* to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

AI assistant

MONASH IVF GROUP LIMITED AGM Information 2018

65385_rns_2018-10-22_6d287ada-40f4-4598-a700-07d33fbd75d7.pdf