12 questions asked at 2022 Monash IVF AGM

November 11, 2022

Here is the text of the 12 questions asked at the 2022 Monash IVF hybrid AGM which was held on November 11. No one else asked question even though they have about 7,000 shareholders.

1. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? Which of the proxy advisers 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 each resolutions so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like others now do?

Answer: chair only saw one report and it was in favour of everything.

2. Given we benefitted from COVID with strong growth in IVF cycles, was it right to claim $10.7m in Jobkeeper for 557 Aust staff across 2 years when companies of our size required a 30% drop in revenue to qualify? After last year's AGM discussion about whether Monash IVF should have repaid some or all of our Jobkeepers claims, did the board and management discuss the idea of making a late repayment to avoid being one of the 474 listed companies which accessed JobKeeper. Also, did JobKeeper impact LTI or STI awards?

Answer: Yes, the board discussed it on several occasions but decided against repaying any of it.

3. The likes of Dexus, Brambles, NAB, JB Hi Fi, Origin Energy, Viva Energy and many other companies have all disclosed the proxy votes to the ASX before their latest AGMs started along with the formal addresses. Will the board agree to do this next year so that interested shareholders and other stakeholders, including institutional investors and proxy advisers, have an early insight into the proxy position before the AGM debate commences?

Answer: no commitment.

4. I asked at last year's AGM if you would disclose the outcome of voting on all resolutions by both shares and shareholders, like what the law requires with a scheme of arrangement. You declined. Since then the likes of Altium, Tabcorp, Webjet and Myer as recently as yesterday have agreed to do this. Monash IVF has around 7000 shareholders but barely 200 will have voted today. Why not commit to disclose these numbers Richard to stimulate participation and provide a better gauge of retail shareholder sentiment.

Answer: not asked.

5. Congratulations on all the recent success recruiting new clinicians to the Monash IVF stable. Is it true that you've been offering large up front payments to secure these recruits, similar to what you did with Eve doctors in Brisbane. Could the auditor please comment on how upfront doctor payments are treated from an accounting perspective. Are they written off or booked as an asset and amortised?

Answer: yes, we do make some upfront payments to be competitive and these are booked as an asset and amortised over the life of the contract.

6. Could Zita and the chair comment on how they find the hybrid AGM experience. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? Big companies like Argo, Bega Cheese, BHP, Blackmores, Boral, Brickworks, CBA, Cleanaway, Downer, Flight Centre, Fortescue, Harvey Norman, Metcash, Origin, Ramsay, Rio Tinto, Seven Group and Worley all banned online questions and voting in 2022, so well done for showing them up.

Answer: happy with the hybrid and will continue doing it.

7. A joint question on your name and head office. Are you licensed by the university to use the Monash name indefinitely and do we pay for the privilege. Also, why is the headquarters in the City of Yarra rather than the City of Monash, even at the university? The City of Yarra is a Greens majority council & blatantly anti-business & the state seat of Richmond is about to fall to a Yarra Greens Councillor. Have we noticed any hostility to business from our local council and are we happy being in Cremorne? What is good about it?

Answer: a perpetual free licence from Monash University and haven't noticed any council hostility in Cremorne, although only just moving there as a convenient location for patients and staff.

8. Did we really need such a big long speech on the rem report? It's all in the notice meeting and the annual report.

Answer: not asked.

9. As an independent director, could Zita talk about her impression of this year's takeover battles. Has she experienced a corporate control situation elsewhere and what did she think about the fees paid on takeover defence. Exactly how much did we spend on the defence?

Answer: not asked.

10. Does chairman Richard Davis ever get ribbed about being the long serving CEO of Australia's biggest death industry company and is now chair of Australia's biggest IVF provider. That's quite some barbecue stopper. Are there any synergies or commonalities between the two companies?

Answer: not asked.

11. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed. Also, has he ever sold any ordinary Monash IVF shares or bought any on market without relying on an incentive scheme to build his equity position in the company?

Answer: seven years of grants and not one pay day although 3 remain in train.

12. There was a 10% vote against this LTI grant on the proxies. Are we aware of which shareholders voted against and what concerns they had?

Answer: No.