Questions asked at 2021 Monash IVF AGM

November 20, 2021

Below are the questions asked at the 2021 Monash IVF AGM.

Did any of the 5 main proxy advisers in the Australian market - ACSI, ASA, Ownership Matters, Glass Lewis and ISS - recommend a vote against any of today's resolutions? Which of them are covering us and has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on today's resolutions so shareholders can ask questions.

When did we go so heavily into Jobkeeper, claiming $10.7m for 557 Australian staff across 2 financial years when companies of our size required a 30% drop in revenue to qualify? Why didn't we repay any of this money like so many of the 474 listed companies which accessed JobKeeper. Does the chair agree JobKeeper has become a notoriously wasteful scheme with $38b of the $88b going to employers which didn't satisfy the revenue drop requirements. Is it prudent to remain in the top 1% of JobKeeper claimants in Australia?

Could Josef please comment on what the board process was on the question of whether Monash IVF should repay some or all of its Jobkeeper claims like other listed companies such as Harvey Norman, Premier Investment, Santos, CIMIC, Iluka Resources, IDP Education, Domain and Cochlear. Could chair Richard Davis also comment on why Invocare, where he serves on the board and is a former CEO, didn't claim any JobKeeper when the funeral industry was hit very hard by COVID lockdowns.

In May last year Monash IVF unveiled an emergency $80m capital raising at 52c, a hefty 26.8% discount to the previous trade of 71c. This comprised a $39.8m placement & a $40.2m 1-for-3 entitlement offer with retail able to apply for additional shares of only 100% of entitlement. There was only a 43% take up of the $15m retail offer & with the stock now at 93c, the instos which picked up the $8m retail shortfall in addition to the $40m placement r enjoying windfall gains of $47m. Surely retail are now owed a compensating SPP.

When disclosing the outcome of all resolutions today, including this LTI grant proposal, will you publicly disclose how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative recently adopted by Metcash and Southern Cross Media after their AGMs.

Given the interesting discussions across a range of topics today, including this LTI grant proposal, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website. Nine Entertainment chairman Peter Costello, who appreciates the benefit of a parliamentary hansard transcript where MPs don't have to scroll through old videos to find out what was said, made this change last week & had a full transcript of Nine AGM online before the end of the day.

Further to the earlier capital raising question, could Josef comment on whether directors were fully informed about the implications of the decision to cap the amount of additional shares retail investors could apply for in last year's entitlement offer at 100% of entitlement. Was the board advised by Macquarie that this restriction would virtually guarantee a retail shortfall, in contrast to having uncapped retail overs which would see the shortfall benefit go to other retail shareholders rather than Macquarie's clients.

Given that Neil is up for voluntary election, as described by the chair, what does Neil and the chair think about Treasury Wine Estates moving to voluntary annual elections for directors in line with best practice that occurs in both the US and the UK. Dual listed companies like News Corp, BHP and Rio Tinto all do this due to the laws in the US and UK. Will Monash IVF consider emulating this TWE move at the 2022 AGM so that our directors are more regularly accountable to shareholders.