PRO MEDICUS LIMITED — AGM Information 2011

Oct 12, 2011

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Notice of Annual General Meeting

Pro Medicus Limited ABN 25 006 194 752

Notice is hereby given that the Annual General Meeting of the shareholders of Pro Medicus Limited will be held in River Room at Fenix Restaurant & Events, 680 Victoria Street, Richmond on Friday, 18 November 2011 at 10:00am Australian Eastern Daylight Time (AEDT).

Business:

1. Accounts and Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2011 and the related Directors’ Report, Directors’ Declaration and the Auditors’ Report.

2. Remuneration Report

To adopt the remuneration report (which is contained in the Directors' report) for the year ended 30 June 2011.

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

3. Election of Directors

a) To elect Mr Roderick Lyle as a Director of Pro Medicus who, in accordance with the Constitution of the company and, being eligible, offers himself for election.

b) To re-elect Mr Peter Kempen as a Director of Pro Medicus who, in accordance with the Constitution of the company and, being eligible, offers himself for re-election.

4. Approval of Grant of Director incentive options to Mr Roderick Lyle

To consider and, if thought fit, pass the following resolutions:

“That, in accordance with Listing Rule 10.14 and for all other purposes, Shareholders approve and authorise the allotment and issue of 200,000 Ordinary Share Options to Mr Roderick Lyle (or his nominee) on the terms and conditions in the explanatory notes accompany this Notice.”

5. Approval of Long Term Incentive Plan

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

“That the terms of the Pro Medicus Limited’s Long Term Incentive Plan, which are summarised in the explanatory notes accompanying this Notice, be approved for all purposes, including for the purpose of ASX Listing Rule 7.1 and Exception 9 in ASX Listing Rule 7.2.”

6. Other Business

To deal with any other business that may be brought forward in accordance with the Constitution and the Corporations Act.

By order of the Board.

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Clayton Hatch Company Secretary

13 October 2011

Voting Entitlements

For the purpose of the Corporations Act, the Company has determined that all securities of the Company that are quoted securities at 7.00pm Australian Eastern Daylight Time (AEDT) on 17 November 2011 will be taken, for the purpose of the Meeting, to be held by the persons who held them at the time.

Proxies

In accordance with section 249L of the Corporations Act 2001.

• A member who is entitled to attend and vote at the Annual General Meeting may appoint a proxy. A proxy can be either an individual or a body corporate.

• Should you appoint a body corporate as your proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the Corporations Act 2001 (Cth); and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting.

• If satisfactory evidence of appointment as corporate representative is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy.;

• If a shareholder is entitled to cast two or more votes they may appoint two proxies and may specify the percentage of votes each proxy is appointed to exercise. If the proxy appointments do not specify the proportion of the member’s voting rights that each proxy may exercise, each proxy may exercise half of the member’s votes.

• A proxy need not be member.

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 10.00am AEDT on Wednesday, 16 November 2011.

The completed proxy form may be:

Mailed/delivered to the Company’s share registry, Link Market Services Limited at: Street Address: Postal Address: Level 12 Locked Bag A14 680 George Street Sydney South NSW 1235 Sydney NSW 2000 Faxed to Link Market Services Limited on Fax: +61 (0)2 9287 0309

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 meeting or at the registration desk on the day of the meeting. The Company will retain the certificate.

Voting Exclusion Statements

Resolution 2

The Company will disregard any votes cast on the proposed resolution for the adoption of the Remuneration Report by or on behalf of

• A member of the Company’s key management personnel (not including Executive Directors), details of whose remuneration are included in the Remuneration Report (“KMP”); or

• A closely related party of a KMP,

whether the votes are cast as a shareholder, proxy or in any other capacity.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if:

• The vote is cast as a proxy

• The proxy is appointed by writing that specifies how the proxy is to vote on Resolution 1; and

• The vote is not cast on behalf of a KMP or a closely related party of a KMP.

If you are a KMP or a closely related party of a KMP (or acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may commit an offence by breaching the voting restrictions that apply to you under the Corporations Act.

A closely related party of a member of the Company’s KMP means any of the following:

• A spouse or child of the member;

• A child of the member’s spouse;

• A dependant of the member or of the member’s spouse;

• Anyone else who is one of the member’s family and be expected to influence the member, or be influenced by the ember, in the member’s dealings with the entity;

• A company the member controls; or

• A person prescribed by regulations (as at the date of this Notice, no such regulations have been prescribed).

The proxy form accompanying this Notice contains detailed instructions regarding how to complete the proxy form if a shareholder wishes to appoint the Chairman as his or her proxy and to authorise the Chairman to vote on the resolution to adopt the remuneration Report. You should read those instructions carefully.

Resolution 4

Pursuant to Section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 4 by or on behalf of:

• A member of the Company’s key management personnel, details of whose remuneration are included in the Remuneration Report for the year ending 30 June 2011 (“KMP”); or

• A closely related party of a KMP,

where the votes are cast as a proxy.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if it is cast as a proxy and either (a) or (b) below applies:

• The proxy is appointed by writing that specifies how the proxy is to vote on Resolution 4 and is not cast on behalf of a KMP or a closely related party of a KMP; or

• The proxy is the chair of the meeting and the chair’s appointment expressly authorises the chair to exercise the proxy even though the resolution is connected with the remuneration of a KMP.

If you are a KMP (other than the chair of the meeting acting as a proxy) or a closely related party of KMP (or acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

Key management personnel and their closely related parties are as described above in voting exclusion statement for Resolution 2.

Pursuant to ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 4 by:

• A director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

• The director’s associates

However, the Company is not required to disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the proxy form: or

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 5

Pursuant to Section 250BD of the Corporations Act, the Company will disregard any votes cast on Resolution 5 by or on behalf of:

• A member of the Company’s key management personnel, details of whose remuneration are included in the Remuneration Report for the year ending 30 June 2011 (“KMP”); or

• A closely related party of a KMP,

where the votes are cast as a proxy.

However, the Company will not disregard a vote cast by a KMP or closely related party of a KMP if it is cast as a proxy and either (a) or (b) below applies:

• The proxy is appointed by writing that specifies how the proxy is to vote on Resolution 5 and is not cast on behalf of a KMP or a closely related party of a KMP; or

• The proxy is the chair of the meeting and the chair’s appointment expressly authorises the chair to exercise the proxy even though the resolution is connected with the remuneration of a KMP.

If you are a KMP (other than the chair of the meeting acting as a proxy) or a closely related party of KMP (or acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

Key management personnel and their closely related parties are as described above in voting exclusion statement for Resolution 2.

Pursuant to ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 5 by:

• A director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and

• The director’s associates

However, the Company is not required to disregard a vote if:

• It is cast by a person as proxy for a person who is entitled to vote and it is cast in accordance with the directions on the proxy form: or

• It is cast by the person chairing the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

Explanatory Notes

Resolution 4 - Approval of Grant of Director Incentive options to Mr Roderick Lyle

Resolution 4 set out in the Notice of Meeting seeks shareholder approval for 200,000 Ordinary Share Options to Mr Roderick Lyle, pursuant to ASX Listing Rule 10.14. All Directors are eligible for options under the Employee Share Option Plan, and Mr Lyle is the only Director to receive these options since the last approval to Mr Kempen in 2008.

If shareholder approval is received, the Board will grant 200,000 Options to Mr Lyle with an attached value of $44,455.

There are currently 100,280,000 shares on issue and the Options proposed to be granted to Mr Lyle represent 0.20% of the current issued Shares.

Mr Lyle currently holds 47,987 shares (both directly and indirectly) in Pro Medicus Limited. At the date of the Notice of Meeting, Mr Lyle has a relevant interest in 0.05% of the total voting rights of the Company.

The Board believes the grant of Options to Mr Lyle is consistent with the Company’s remuneration policies and objectives, reflects good market practise in remuneration and aligns the interests of Mr Lyle with those of the Company and its shareholders.

The key terms of the share options are summarised as follows:

• The share options will be issued to Mr Lyle for no cash consideration as soon as possible after the Annual General meeting (but no later than 12 months after the Annual General Meeting) if shareholders approve this resolution)

• The share options will vest at a rate of 20% per annum over 5 years

• The exercise price for the share options will be the 5 day Volume Weighted Average Price at the date of acceptance of Mr Lyle appointment to the Board, which is set at $0.55

• Share options will automatically lapse if unvested should Mr Lyle cease to be a Director of the Company and vested options will be exercisable for 28 days after ceasing to be employed by the Company, and then will lapse.

Board Recommendations

The Board of Directors, other than Mr Lyle, recommend that Shareholders vote in favour of Resolution 4.

Resolution 5 - Approval of Long Term Incentive Plan

Resolution 5 set out in the Notice of Meeting seeks shareholder approval for up to 2,500,000 Performance Rights to Key Management Personnel (KMP) which do not include any of the current Executive Directors, pursuant to ASX Listing Rule 7.1 and Exception 9 in ASX Listing Rule 7.2.

If shareholder approval is received, the Board will grant up to 2,500.000 Performance Rights to KPM over a 5 year period, commencing 30 June 2012. No securities have been issued at this stage for Resolution 5.

There are currently 100,280,000 shares on issue and the Performance Rights proposed to be granted to KPM’s represent 2.49% of the current issued Shares.

The Board believes the grant of Performance Rights to KPM’s is consistent with the Company’s remuneration policies and objectives, reflects good market practise in remuneration and aligns the interests of KPM’s with those of the Company and its shareholders.

The key terms of the share options are summarised as follows:

• The maximum number of securities that may be issued pursuant to this arrangement is 2,500,000 Performance Rights. The Performance Rights will be allocated to selected executives and senior management (including key management personnel), the retention and motivation of whom is considered vital in the Company’s progress of its strategic plan.

• Proposed maximum Performance Right allocations are as follows:-

• 30 June 2012 – 750,000 Performance Rights

• 30 June 2013 – 625,000 Performance Rights

• 30 June 2014 – 500,000 Performance Rights

• 30 June 2015 – 375,000 Performance Rights

• 30 June 2016 – 250,000 Performance Rights

• The first issue of Performance Rights to be made pursuant to the LTIP will be made within 3 months of the date of approval.

• Performance criteria set by the Chief Executive Officer at the beginning of each year will include: Company performance (80% based – net profit after tax) and Individual performance, (20% based – as assessed by the Chief Executive Officer).

• The Performance Rights will be granted with a nil exercise price.

• The Performance Rights will vest over a 3 year period

• A voting exclusion statement is included in the Notice of Meeting (of which these notes for part);

• Participants will have no voting rights or dividend rights until the Performance Rights are exercised and the participants hold shares in the Company.

Board Recommendations

The Board of Directors recommend that Shareholders vote in favour of Resolution 5.