PRO MEDICUS LIMITED — AGM Information 2022

Oct 23, 2022

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Pro Medicus Limited 450 Swan Street Richmond Victoria 3121 Australia T +61 3 9429 8800 F +61 3 9429 9455 promedicus.com

24 October 2022

Company Announcements Office Australian Securities Exchange

Notice of PME Annual General Meeting and Proxy Form

Please find attached an amended Notice of Annual General Meeting and Proxy Form.

The amended Notice of Annual General Meeting aligns the date for proxy deadline with the Proxy Form – being Saturday 19 November at 10.00am (AEDT), instead of Sunday 20 November 2022.

Yours faithfully

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Mr. Clayton Hatch Company Secretary Pro Medicus Limited

Pro Medicus Limited ABN 25 006 194 752

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2022

Notice of Annual General Meeting

Monday 21 November 2022 10.00am AEDT

Pro Medicus Limited ACN 006 194 752

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Participation in the AGM

The Annual General Meeting ( AGM ) of Pro Medicus Limited ( Pro Medicus ) will be held on Monday 21 November 2022 commencing at 10.00am (AEDT).

To make the meeting as accessible as possible for all Shareholders, we are offering the following options.

Shareholders can participate in the AGM in the following ways:

Before the AGM

AGM Notice of Meeting

Access online at www.promed.com.au/investors.

Request a hard copy of the Notice of Meeting by phone +61 1300 554 474 or email registrars@linkmarketservices.com.au

Vote or appoint proxy

Return the hard copy Proxy Form or vote online at

www.linkmarketservices.com.au To be valid, your proxy appointment must be received by 10.00am AEDT on Saturday 19 November 2022

Ask a question

Submit questions online at www.linkmarketservices.com.au by 5.00pm on Wednesday 16 November 2022

At the AGM

Join online

• Enter https://meetings.linkgroup.com/PME22 into a web browser

• Enter your name, phone number, email and participant type and select ‘Register’ to register

• If you are a Shareholder, enter your SRN/HIN

• If you are a proxy, enter the code that Link will email to you 24 hours before the AGM

Vote online

Only Shareholders, proxyholders, body corporate representatives or attorneys can vote.

• Once you have registered via the portal, your voting card will appear on your screen

• Voting will open at the start of the AGM

• Select ‘Get a Voting Card’ to vote

Ask a question online

Only Shareholders, proxyholders, body corporate representatives or attorneys can ask questions.

• Click on the ‘Ask a Question’ box at the top or the bottom of the webpage

• Select the category/resolution to which your question relates from the ‘Regarding’ menu and type your question

• Questions will be read aloud verbatim at the AGM

Attend and ask questions by telephone

If you wish to ask a question or make a comment orally rather than via the online platform, you can participate in the AGM via telephone. Only Shareholders, proxyholders, body corporate representatives or attorneys can listen to the AGM and ask questions. Further, it will not be possible to vote by telephone. To utilise the telephone option please call Link on 1800 990 363 (inside Australia) or +61 1800 990 363 outside Australia by 5.00pm AEDT on Friday 18 November 202 2 to register your participation and obtain the required access code.

Once registered, you will then be able to ask a question at the Meeting by:

• Pressing *1 on your keypad

• When it is time to ask your question, the moderator will introduce you to the Meeting, your line will be unmuted and you can then start speaking

• Your line will be muted once your question is answered

Please refer to the Virtual Meeting Online Guide at http://www.promed.com.au/investors for further details about attending via the online portal.

If you need assistance, please call +61 1300 554 474.

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Chair’s message

20 October 2022

Dear Pro Medicus Shareholder,

On behalf of the Board, I am pleased to invite you to attend the AGM of Pro Medicus Limited which will be held on Monday 21 November 2022 commencing at 10.00am (AEDT).

The meeting will be held as a hybrid meeting, with physical attendance at Ernst and Young Offices, 8 Exhibition Street, Melbourne, VIC, 3000 and online access.

All Pro Medicus investors can participate in the AGM, either in person or through the online platform at https://meetings.linkgroup.com/PME22 . Details on how to join online are set out in the attached Notice of Meeting and in the Virtual Meeting Online Guide which are available on our website at www.promed.com.au/investors.

Shareholders participating in the AGM through the online platform or by telephone will have the opportunity to submit or ask questions to the Board and Pro Medicus’ external auditors during the AGM. If you would like to ask a question prior to the AGM, please do so through our Share Registry at www.linkmarketservices.com.au.

Please read the enclosed Notice of Meeting (including the Explanatory Memorandum) and the Proxy Form and consider how to vote on each resolution related to the items of business of the AGM.

I encourage you to read our 2022 Annual Report which provides a detailed overview of business performance last financial year ( www.promed.com.au/investors/annual-reports ).

Thank you for your continued support of Pro Medicus. My fellow Directors and I look forward to the opportunity to provide you with a progress update and to hear your views at our AGM.

Yours sincerely,

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Peter T. Kempen AM Chair

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ( AGM ) of the Shareholders of Pro Medicus Limited ( Company or Pro Medicus ) will be held as a hybrid meeting, on Monday, 21 November 2022 at 10:00am Australian Eastern Daylight Time (AEDT) ( Meeting ). Shareholders can participate in the Meeting via the online platform at https://meetings.linkgroup.com/PME22 , via telephone or in person at the offices of EY, 8 Exhibition Street, Melbourne, VIC 3000.

The Explanatory Memorandum accompanying this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum, Voting Procedures and the Proxy Form comprise part of this Notice.

Items of business

_______________

Item 1: Financial statements and reports

To receive and consider the Financial Report, the Directors’ Report and the Auditors’ Report for the Company for the year ended 30 June 2022.

All Shareholders can view the Annual Report, which contains the Financial Report for the year ended 30 June 2022, at www.promed.com.au/investors/annual-reports.

Item 2: Remuneration Report

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

“To adopt the Remuneration Report for the year ended 30 June 2022.”

Notes:

• (i) In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the Directors or the Company.

• (ii) A voting exclusion applies to this resolution (see Explanatory Memorandum for details).

Item 3: Election of Directors

Item 3.1: Re-election of Mr Anthony Glenning

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

“That Mr Anthony Glenning, being a Director who is retiring in accordance with the Company’s Constitution and Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a director of the Company.”

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Item 3.2: Re-election of Dr Sam Hupert

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

“That Dr Sam Hupert, being a Director who is retiring in accordance with the Company’s Constitution and Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a director of the Company.”

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Voting Procedures

All resolutions will be by poll

__________________

In accordance with the Company’s Constitution ( Constitution ) the Chair intends to demand a poll on each of the resolutions proposed at the Meeting. Each resolution considered at the Meeting will therefore be conducted by a poll. The Chair considers voting by poll to be in the interests of Shareholders as a whole and is a way to ensure the views of as many Shareholders as possible are represented at the Meeting.

Entitlement to vote

__________________

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders of the Company as at 7.00pm (AEDT) on Sunday 20 November 2022 ( Entitlement Time ).

This means that if you are not the registered holder of a Share in the Company at the Entitlement Time, you will not be entitled to vote at the Meeting.

How to vote – before the AGM

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Appointment of Proxy

A Shareholder who is entitled to vote at this Meeting is entitled to appoint not more than two proxies to vote in place of the Shareholder.

If the Shareholder appoints two proxies, the Shareholder may specify the proportion or number of votes each proxy is entitled to exercise. If no proportion or number of votes is specified, each proxy may exercise half of the Shareholder’s votes. If the specified proportion or number of votes exceeds that which the Shareholder is entitled to, each proxy may exercise half of the Shareholder’s votes. Any fractions of votes brought about by the apportionment of votes to a proxy will be disregarded.

A proxy need not be a Shareholder of the Company. A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Subject to the specific proxy provisions applying to Items 2 (see the Explanatory Memorandum):

• If a Shareholder has not directed their proxy how to vote, the proxy may vote as the proxy determines; and

• If a Shareholder appoints the Chair of the Meeting as proxy and does not direct the Chair how to vote on an item of business, the Chair will vote in accordance with his voting intention as stated in this Notice of Meeting.

Submitting your Proxy Form

To be valid, a Proxy Form must be received by the Company in the manner set out in this Notice.

The Chair’s decision on the validity of a vote cast by a proxy or vote cast in person, is conclusive and the Company reserves the right to declare invalid any Proxy From not received in this manner.

For your proxy vote prior to the AGM to be effective, your completed, signed and lodged Proxy Form (together with the relevant original power of attorney, or a certified copy if the proxy is signed by an attorney, must be received by the Company’s Share Registry, Link Market Services, no later than 10.00am (AEDT) on Saturday 19 November 2022 ( Proxy Deadline ). After this time, you will still be able to lodge your vote during the AGM by using the online platform.

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Proxy forms may be submitted in one of the following ways:

Online:	Via the Company’s Share Registry at www.linkmarketservices.com.au. You will need your Securityholder
	Reference Number (SRN) or Holding Identification Number (HIN) and postcode for your shareholding.
Mobile device:	Using a mobile device by scanning the QR code on the back of the Proxy Form. You will also need your
	SRN or HIN and postcode for your shareholding.
By post:	Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235. Please allow sufficient time so
	that it reaches Link Market Services Limited by the Proxy Deadline.
By fax:	(02) 9287 0309 (within Australia), +61 2 9287 0309 (from outside Australia).
By hand delivery:	Link Market Services Limited at Level 12, 680 George Street, Sydney NSW 2000.
Proxy Forms and Powers	of Attorney must be received by the Proxy Deadline.

Power of Attorney

A proxy appointment and the original power of attorney (if any) under which the proxy appointment is signed (or a certified copy of that power of attorney or other authority) must be received by the Company no later than the Proxy Deadline.

How to vote – during the AGM

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Using the online platform

Shareholders can vote directly using the online platform ( https://meetings.linkgroup.com/PME22 ) at any time between the commencement of the AGM (10.00am AEDT on Monday 21 November 2022) and the closure of voting as announced by the Chair during the AGM.

Shareholders will be able to cast their vote using the electronic voting card received after clicking the ‘Get a Voting Card’ button. If you have more than one shareholding, continue to click on ‘Get a Voting Card’ to receive cards for each of your holdings. Shareholders can then choose to vote at any time during the meeting. A change can be made to your vote at any time while voting remains open. Any cards not submitted by the close of voting will be automatically submitted.

More information about how to use the online platform, including how to vote and ask questions online during the AGM, is available in the Virtual Meeting Online Guide, which has been lodged with the ASX and is available at our website at www.promed.com.au/investors. If you intend to use the online platform, we recommend that you check to ensure the online platform works on your device before the AGM.

Proxy Voting by the Chair

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For Item 2 (Remuneration Report), where the Chair is appointed as a Shareholder’s proxy and that Shareholder has not specified the way in which the Chair is to vote on Items 2, the Shareholder is expressly authorising the Chair to vote in accordance with the Chair’s voting intentions for these items of business, even though Item 2 is connected directly or indirectly with the remuneration of Key Management Personnel ( KMP ).

The Chair intends to vote all undirected proxies in favour of all the resolutions in the Notice of Meeting, including Item 2.

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Submitting questions

__________________

Before the AGM

Shareholders can submit questions in advance of the AGM via the Share Registry website at www.linkmarketservices.com.au.

Please submit any questions by 5.00pm on Wednesday 16 November 2022.

Questions will be collated and the Chair and/or Chief Executive Officer will seek to address as many of the more frequently raised topics as possible during the AGM. Please note that individual responses will not be sent to Shareholders.

During the AGM

Shareholders will be able to submit or ask questions or comments at any time during the meeting:

• if attending online: by using the ‘Ask a Question’ tab on the screen. We encourage you to ask your questions as early as possible in the meeting. The questions will be read out at the meeting verbatim on your behalf.

• If attending by telephone (once registered via the process described earlier in this Notice): by pressing *1 on your handset. When it is time to ask your question, the moderator will introduce you to the Meeting, your line will be unmuted and you can then start speaking. Your line will be muted once your question is answered.

By order of the Board.

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Clayton Hatch Company Secretary 20 October 2022

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Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in relation to the business to be conducted the Company’s AGM to be held at 10.00am AEDT on Monday, 21 November 2022.

The purpose of this Explanatory Memorandum is to provide Shareholders with information that is reasonably required by Shareholders to decide how to vote on the resolutions.

Subject to the abstentions noted below in respect of each resolution, the Board recommends that Shareholders vote in favour of all resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.

The resolutions in Items 3 are ordinary resolutions, which require a simple majority of votes cast by Shareholders entitled to vote on the resolution. The resolution in Item 2 relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.

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Item 1 – Financial statements and reports

As required by section 317 of the Corporations Act the Financial Report, Directors’ Report and Auditor’s Report of the Company for the most recent financial year will be presented at the Meeting. The Financial Report contains the financial statements of Pro Medicus Limited.

There is no requirement for a formal resolution on this Item.

The Chair of the Meeting will allow a reasonable opportunity at the Meeting for Shareholders to ask questions about or make comments on the management of the Company, and to ask questions about, or make comments on, the Remuneration Report. Shareholders will also be given a reasonable opportunity at the Meeting to ask the Company’s auditor, Ernst & Young ( EY ) , questions about the Auditor’s Report, the conduct of its audit of the Company’s Financial Report for the financial year ended 30 June 2022, the preparation and content of the Auditor’s Report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of EY in relation to the conduct of the audit.

Shareholders may submit written questions to the Company in relation to the above matters and the way to do this is outlined earlier in this Notice.

Item 2 – Remuneration Report

The Company has prepared a Remuneration Report for consideration and adoption by Shareholders. The Remuneration Report on pages 30-37 of the Company’s Annual Report for the year ended 30 June 2022 sets out the remuneration policies of the Company and reports on the remuneration arrangements and outcomes for KMP, including the directors and executives of the Company. The 2022 Annual Report is available at www.promed.com.au/investors/annual-reports .

As provided by section 250R(3) of the Corporations Act, the resolution on this item of business is advisory only and does not bind the Board or the Company. The Board will consider the outcome of the vote and comments from Shareholders when considering the Company’s remuneration policies.

Board recommendation

The Board recommends that Shareholders vote FOR the resolution in Item 2.

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Voting Exclusion

The Company will disregard any votes cast on Item 2 by, or on behalf of

• (a) any member or a former member of the KMP whose remuneration details are disclosed in the Company Remuneration Report; or

• (b) a Closely Related Party of such a KMP,

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

This restriction on voting undirected proxies does not apply to the Chair of the Meeting acting as proxy for a person entitled to vote on Item 2 because the Company’s proxy appointment expressly authorised the Chair of the Meeting to exercise undirected proxies, even though the Item is connected with the remuneration of a member of the Company’s KMP.

What this means for Shareholders: If you intend to appoint a member of the KMP (such as one of the Directors) as your proxy, please ensure that you direct them how to vote on the proposed resolution in Item 2. If you intend to appoint the Chair of the Meeting as your proxy, you can direct him how to vote by marking the boxes for Item 2 (for example, if you wish to vote for, against or abstain from voting), or you can choose not to mark any of the boxes for Item 2 and give the Chair your express authority to vote your undirected proxy (in which case the Chair will vote in favour of this item of business).

Item 3 – Re-election of directors

In accordance with the Company’s Constitution and the Listing Rules, an election of Directors must be held at each annual general meeting.

The Constitution states that one-third of all Directors (excluding the Managing Director and Directors appointed during the year by the Board) must retire at every annual general meeting and are eligible to stand for re-election. The Directors to retire pursuant to the Constitution are the Directors (other than the Managing Director) who have held office the longest since being appointed or last being elected. In the case where Directors were elected on the same day, the Directors to retire are determined by agreement between the Directors, or a ballot. Further, ASX Listing Rule 14.4 states that a director must not hold office without re-election past the third annual general meeting following the director's appointment or three years, whichever is longer.

Mr Anthony Glenning and Dr Sam Hupert are due for re-election by rotation having last been elected by Shareholders on 19 November 2019.

The election of each of the candidates must be considered and voted on as a separate resolution. Details of the candidates are outlined below.

Item 3.1: Re-election of Mr Anthony Glenning

Mr Glenning was appointed to the board on 01 May 2016. He is currently a member of the Audit and Risk Management Committee and a member of the People and Culture Committee.

He is the fund manager of Skalata Ventures, investing in early-stage companies to help them scale and grow into significant and sustainable businesses. He is a Director of Austco Healthcare Limited (ASX:AZV) since September 2018, an international provider of healthcare communication and clinical workflow management solutions.

Anthony has previously been Chairman of Cyrise Pty Ltd, an accelerator for early-stage cyber security start-ups and Investment Director of Starfish Ventures and was the founder and previously the CEO of Tonic Systems and a founding Non-Executive Director of Cameron Systems.

Anthony holds bachelor degrees in Computer Science and Electrical Engineering from the University of Melbourne and holds a Master’s degree in Electrical Engineering from Stanford University California.

The Company confirms that appropriate checks into Mr Glenning’s background and experience were carried out prior to his appointment with no information of concern raised during the recruitment process. In addition, Mr Glenning has no known interest, position or relationship that will influence or be reasonably perceived to influence his capacity to bring an independent judgement to bear on issues before the board and to act in the best interests of the Company as a whole rather than in the interests of an individual shareholder or other party.

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Accordingly, having had regard to the ASX Corporate Governance Principles and Recommendations (4th edition) ( ASX Principles ), the Board considers Mr Glenning to be an independent director.

Board recommendation

The Board (with Mr Glenning abstaining) supports the election of Mr Anthony Glenning and recommends that Shareholders vote FOR Mr Glenning’s re-election as a Director of the Company for the reasons, outlined above.

Item 3.2: Re-election of Dr Sam Hupert

Co-founder of Pro Medicus Limited in 1983, Dr Sam Hupert is a Monash University Medical School graduate who commenced General Practice in 1980. Realising the significant potential for computers in medicine he left general practice in late 1984 to devote himself full time to managing the Group.

Dr Hupert served as CEO from the time he co-founded the company until October 2007 at which time he stepped down to become a non-executive director. Sam resumed full time CEO activities in October of 2010.

Prior to submitting himself for re-election, Dr Hupert confirmed that he would continue to have sufficient time to properly fulfil his Director duties for the Company.

Having had regard to the ASX Principles, the Board considers Dr Hupert to be a non-independent executive director.

Board recommendation

The Board (with Dr Hupert abstaining) supports the re-election of Dr Hupert and recommends that Shareholders vote FOR Dr Hupert’s re-election as a Director of the Company for his directorship skills and relevant healthcare industry experience, as outlined above.

Chair’s voting intention

The Chair of the Meeting intends to vote all available undirected proxies FOR the resolutions in Items 2, 3.1 and 3.2 .

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Glossary of key terms

2022 AGM	the meeting convened by the Notice
A$ or $	Australian dollars
AEDT	Australian Eastern Daylight Savings Time as observed in Sydney, Australia
AGMorMeeting	the meeting convened by the Notice
ASX	ASX Limited ACN 008 624 691
ASX Principles	ASX Corporate Governance Principles and Recommendations (4thedition)
Board	the board of directors of the Company
Closely Related Party	as defined in section 9 of the Corporations Act
Company or Pro Medicus	Pro Medicus Limited ACN 006 194 752 (ASX code: PME)
Constitution	the Company’s constitution
Corporations Act	Corporations Act 2001(Cth)
Directors	the current directors of the Company
Entitlement Time	7.00pm (AEDT) on Sunday 20 November 2022
Explanatory Memorandum	the Explanatory Memorandum accompanying and forming part of the Notice
Group	the Company and subsidiaries of the Company.
Award	an Option, a Performance Right or a Restricted Stock Unit
Items	the resolutions set out in the Notice, or any one of them, as the context requires
Key Management Personnel	as defined in section 9 of the Corporations Act
(orKMP)
Listing Rules	the Listing Rules of the ASX
NoticeorNotice of Meetingor	this notice of annual general meaning and the Explanatory Memorandum
Notice of Annual General Meaning	accompanying the Notice and the Proxy Form
Proxy Deadline	10.00am (AEDT) on Saturday, 19 November 2022
Proxy Form	the proxy form accompanying the Notice
Related Body Corporate	as defined in section 50 of the Corporations Act
Remuneration Report	the remuneration report set out in the Directors’ Report section of the Company’s
	annual financial report for the year ended 30 June 2022
Share	a fully paid ordinary share in the capital of the Company
Share Registry	Link Market Services Limited
Shareholder	a holder of a Share

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Pro Medicus Limited ABN 25 006 194 752

LODGE YOUR VOTE

ONLINE  https://investorcentre.linkgroup.com BY MAIL  Pro Medicus 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

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PROXY FORM

I/We being a member(s) of Pro Medicus Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

Name OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy Email

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 10:00am (AEDT) on Monday, 21 November 2022 (the Meeting ) and at any postponement or adjournment of the Meeting.

The meeting will be conducted as a hybrid meeting with attendance at EY Offices, 8 Exhibition Street, Melbourne, VIC, 3000 or you can participate online at https://meetings.linkgroup.com/PME22 (refer to details in the Virtual Meeting Online Guide and Notice of Meeting).

Important for Item 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 Item 2, even though the Item 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

Items

• 2 Adoption of the Remuneration Report

• 3.1 Re-election of Mr Anthony Glenning

• 3.2 Re-election of Dr Sam Hupert

For Against Abstain *

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

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

PME PRX2201N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

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.

APPOINTMENT OF PROXY

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 and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in 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 number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the 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.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEDT) on Saturday, 19 November 2022, 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.

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

• ONLINE

https://investorcentre.linkgroup.com

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).

• BY MAIL

Pro Medicus Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY FAX

• +61 2 9287 0309

BY HAND



delivering it to Link Market Services Limited* Level 12

680 George Street Sydney NSW 2000

*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 virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at registrars@linkmarketservices. com.au prior to the meeting in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.