Monash IVF Group Limited (MIS.F) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen, and welcome to the 11th Annual General Meeting of Monash IVF Group following the company's listing in 2014. My name is Richard Davis, and I am the Chairman of the Board of Directors and the Chairman for this meeting. On behalf of the Board of Monash, I am pleased to have you attending and participating in our AGM. I wish to acknowledge the traditional owners of country throughout Australia and pay our respect to Aboriginal and Torres Strait Islander cultures, to elders past and present and recognize the continuing lands, waters and communities where we are all dialing in from to attend today's meeting. Welcome, and thank you to our shareholders who are here present today. And this AGM is also being broadcast virtually, allowing for shareholders to participate legally without having to be physically present. Shareholders present in person or online will have the same opportunity to participate today, including being able to ask questions and vote. I'll discuss these processes a little later. I also encourage our online attendees to download the virtual online meeting guide from the Monash Group website if you haven't already done so. If we experience technical issues that prevent shareholders from having reasonable opportunity to participate in the meeting, the company will provide an update on its website and the ASX platform to communicate the details of the postponement and/or delay of the meeting to shareholders. I'm informed by our Company Secretary that in accordance with the company's constitution, a quorum is present, and I declare the meeting formally open. I would like to take this opportunity to introduce my fellow directors and senior executives of the company who are in attendance and participating in the meeting today. Zita Peach, current Chair of the Remuneration and Nomination Committee; Catherine West; Dr. Richard Henshaw; Catherine Aston, who was appointed in February '24 and is now our Chair of the Audit and Risk Committee; Neil Broekhuizen; Michael Knaap, our Chief Executive Officer and Managing Director; Malik Jainudeen, Chief Financial Officer and Company Secretary. I would also like to thank Josef Czyzewski, who has retired as a Director and Chair of the Audit and Risk Committee after serving on the Monash IVF Group Board for 10 years. Our auditors from KPMG are also present, including our audit partner, Chris Sargent. Voting on resolutions 2, 3A, 3B, 4 and 5 will be conducted by way of a poll. Shareholders not in attendance at the meeting today can vote online through the virtual meeting platform by completing a voting card. Each share provides entitlement to 1 vote. Only shareholders or their duly appointed proxies, attorneys or corporate representatives can vote in today's meeting. If there is any shareholder here who is eligible to vote and does not have a voting card, please attend the share registry registration desk outside this room for assistance. Voting exclusions apply to Resolutions 2 and 4 as detailed in the Notice of Meeting. All holders will have the opportunity to comment on and ask questions in relation to the resolutions. I will hold comments and questions until the item of business has been introduced and holders have been invited to then do so. Holders present at the room will be able to ask questions verbally at the meeting. Holders participating virtually can ask questions via the virtual AGM platform. In order to ensure that all holders have a reasonable opportunity to comment and ask questions, I request that holders do not ask more than 2 questions at a time. Only shareholders or their duly appointed proxies, attorneys or corporate representatives can vote at today's meeting. Summary details of the proxies on each resolution will be displayed on the screen as each resolution is considered and will be recorded to the ASX after the meeting concludes. All undirected proxy votes appointing the Chairman as the proxy holder will be voted in favor of the resolutions on item 2, 3a, 3b, 4 and 5. The proxy form authorizes the Chair to vote in favor of the Resolution 2, the remuneration report and Resolution 4, the grant of performance rights to Michael Knaap. Before I hand over to Michael, our CEO and Managing Director, I would like to take a moment to touch on Monash's successful financial year in '24 and provide an update on year-to-date performance in '25. Monash delivered strong underlying operating results in '24 with revenue growth of 19.4% and underlying net profit after tax growth of 17.4% to AUD 29.9 million, a record underlying result for the company since listing in '14. Monash operates 3 businesses: the Australian Domestic IVF, including the day hospitals, Women's Imaging and International IVF. All 3 businesses contributed to the robust '24 growth. Monash IVF's Australian business, IVF business grew stimulated cycles by 10.4%, driven by industry growth, doctor recruitment, existing doctors increasing their activity and the PIVET and Fertility North acquisitions in Perth. This above-market growth resulted in Monash Australian market share increasing by 1.5% to 21.7%. Australian industry growth in stimulated cycles was 2.4% in '24, consisting of first half growth of 5%, partially offset by a relatively flat market in the second half. Short-term volatility in IVF industry volumes is not uncommon and such volatility is usually localized and short-lived. Importantly, underlying demand drivers for Monash IVF Group's traditional IVF services remain compelling and going forward will be supplemented by additional demand drivers such as growing the LGBTQIA patient segment and the incremental referrals from increased uptake of the genetic carrier screening. Women's Imaging business recorded growth in scans of 3.9% in '24, building on the positive trajectory of the past 2 years across both our Sydney and Melbourne businesses. Sonographer supply has improved, and we have expanded capacity by relocating 2 Sydney clinics to new larger sites in St Leonards and Northern Beaches. The International IVF business was a strong contributor to growth in '24, in particular in the second half when the business delivered stimulated cycles growth of 38.6%. Our clinics in Kuala Lumpur, JB, Singapore and Bali exhibited growth in stimulated cycles in '24. Accelerated second half growth in our 2 largest clinics, KL and Singapore, provided significant tailwinds heading into financial year '25. Monash IVF's group vision is to be the most admired fertility provider in the world comes with a significant and social and ethical responsibility, including advocating for diversity and inclusion and doing what we can to ensure the environment is protected for future generations. Our environment, social and governance framework is focused on embedding ESG activities into our daily routines and long-term strategies to benefit the environment, our people and our communities. As a provider of specialist reproductive care, Monash blends ethics, medicine, science and the provision of personalized care to profoundly change our patients' lives. Before moving on to our trading results, I would like to cover the recent settlement of the class action that was commenced against Monash in 2020, which was in relation to the company's non-invasive pre-implementation genetic screening technology. Subsequent to year-end, as announced at our '24 results on the 22nd of August, Monash agreed to settle the NiPGT class action with a net loss after tax impact on the financial '24 results of AUD 32.6 million. As announced on the 5th of September, this negative financial impact was reduced by AUD 3.6 million following settlement of the proceedings. Monash IVF Group commenced against its insurer at the time regarding the Class Action matter. Monash IVF Group will continue to fund the settlement amount and other related costs through the company's existing cash reserves and debt facilities, noting that settlement payments are in place, whereby the final and fourth payment is due in July of '24. The Class Action period has been a very challenging and emotional process for all parties with the agreed settlement on this matter providing the financial certainty and allowing all parties to continue to grow the business. I will now provide an update on the trading results until October. Starting with our Australian ARS business, industry stimulated cycles grew by 2.9% compared to the previous period, following weak Medicare industry data in July and August. This supports Monash IVF's view that periods of industry weakness tends to be localized and short-lived. In the 4 months to October, the 3 softest performing state markets from an industry perspective was Victoria, Queensland and South Australia. Monash IVF grew its Australian stimulated cycles by 2.6% with the Australian stimulated market share of 23%, down 0.1% compared to the previous period. Share largely remained in line with the pcp due to jurisdictional mix. Our Women's Imaging business comprising Sydney Ultrasound for Women and Monash Ultrasound for Women continues on its growth trajectory with scan volumes to October increasing by 1.7%. Our International ARS business continued to deliver strong growth with stimulated cycles increasing by 19.9% to October, which included KL Fertility growth in stimulated cycles of 21% and Singapore growth of 42%. The construction of our new expanded clinic in Singapore commenced in early '25 and was completed this month. From a Group perspective, EBITDA operating margin was maintained over the 4 months to October compared to the previous period. Cost base pressures across all parts of the business has been carefully managed and largely offset by patient price increases during October year-to-date. The Australian IVF industry and Monash IVF in the long-term will continue to benefit from evolving underlying structural demand drivers, particularly from the emerging services such as genetics, donors and egg freezing. In regards to the first half of '25, underlying net profit after tax for the 6-month period ended 31 December is expected to be in the range of AUD 15.5 million to AUD 16 million as compared to AUD 15 million in the prior comparative period. Non-regular items in the first half will include finalization of the NiPGT class action settlement, commissioning of the new premises in Brisbane, Queensland and Sunshine, Victoria and the non-cash AASB16 Lease account impact. The group continues to anticipate revenues and underlying net profit after tax growth in '25 compared to '24, notwithstanding higher depreciation and interest expenditure. Growth can be achieved noting the following: full year contribution from the Fertility North acquisition, which was completed in March of this year, contribution from new fertility specialists that have joined Monash during the previous 2 years; we will continue to focus on attracting new fertility specialists to join the group, increased contribution from the recently opened day surgeries as theater utilization ramps up, contribution from recent investment in emerging growth drivers, including genetics and increased donor activity, growth in Women's Imaging business through recent capacity expansion, ongoing growth in international business, including Singapore and Kuala Lumpur momentum and ongoing focus on margin improvement through an optimization and efficiency program as well as progressing enhancements to patient management system. A further update will be provided in February '25. On behalf of the Board of Directors, I would like to thank our people and clinicians for their ongoing commitment to delivering the best possible outcomes for our patients in a kind and compassionate way. It's the people across all facets of the organization that are driving Monash towards the vision to be the most admired fertility provider in the world. A particular mention to Michael Knaap, our Managing Director and CEO; Malik Jainudeen, our CFO and Company Secretary; and Hamish Hamilton, our Chief Operating Officer, for their outstanding leadership and commitment to Monash in what was an extremely challenging financial year. The Board are grateful for the strong team environment and culture of success they provide across the organization. I would also thank you, our shareholders, for your ongoing support to Monash IVF Group. I will now invite Michael to address the meeting to give you an overview of the '24 operations and a further update on the current trading this year and outlook.

Thank you, Richard, and good afternoon, and thank you to everyone for joining us today at the 2024 Monash IVF AGM. We have delivered a second consecutive year of double-digit revenue and underlying earnings growth in financial year 2024. We are moving closer to achieving our Vision 2026 with success rates at all-time highs, doctor and employee engagement at record levels and our significant recent investment in infrastructure and technology is continuously enhancing our best-in-class patient experience. I would like to begin by providing a brief overview of our financial performance. Group revenue increased 19.4% in FY '24 and underlying EBITDA increased by 17.5%. Importantly, all 3 of our businesses being Australian Domestic IVF, Women's Imaging and International IVF all contributed to the strong growth. Particularly pleasing was a buoyant rebound in our international operations in the second half, providing momentum heading into FY '25. The double-digit growth across our businesses is a significant achievement, given the cost of living and inflationary pressures that families are facing. This resilient performance of our business reinforces the essential nature of reproductive health services and the prioritization people place on realizing their dream of creating or growing their family. Before moving on to the specifics of Monash IVF performance, I wanted to talk about the broader IVF industry in Australia. Australian industry stimulated cycles grew by 2.4% in FY '24, which consisted of 5% growth in the first half, followed by a relatively flat second half. Traditional demand drivers, including advanced maternal age, improving pregnancy rates and favorable government funding remain compelling. Furthermore, new demand drivers continue to emerge with new services, growing patient segments and new channels to supplement traditional demand drivers. Prime example of an emerging growth driver is genetic carrier screen testing. We have strengthened our genetic testing offering by partnering with the global leader in genetics. Increased penetration of genetic carrier screening following the introduction of Medicare rebate in November 2023 will be an important and significant driver of future IVF industry growth. Through partnering with the global leader in genetic testing, we can offer the highest quality genetic testing and counseling, which in turn will maximize referrals to our IVF business. The industry is sustainably well above pre-pandemic levels and our diversification of revenue across Australia and IVF in all mainland capital cities, ultrasound and Southeast Asia limits any impact from short-term volatility in particular markets. Our stimulated cycle activity performed better than the industry as we continue to grow market share in financial year 2024, which has now occurred over a sustained period of 4 years. Our Australian IVF business grew stimulated cycle market share by a further 1.5% to 21.7% in financial year '24. Over the last 4 years, we have grown Australian market share by 3.6%, with our compelling doctor value proposition, market-leading success rates and best-in-class patient experience, all combining to make us the destination of choice for doctors and patients. Over the last 18 months, we have acquired 2 high-quality businesses in Perth in Western Australia, PIVET and Fertility North, with both businesses performing really well. We now have a well-established presence in all Mainland capital cities all across Australia. Over the last 2 years, we have attracted 45 new fertility specialists to our Australian business, demonstrating the attractiveness of our doctor value proposition. We are very agile in designing innovative partnerships with clinicians, ensuring they are attracted to Monash IVF Group on a long-term collaborative basis. We will continue to focus on doctor recruitment in areas where we are underrepresented or where opportunities exist to complement our diverse geographical footprint. The 2 acquisitions made in Perth over the last 2 years were preceded by 2 very successful acquisitions in Queensland, Fertility Solutions and ART Associates. Our ability to attract and integrate doctor-owned businesses into the Monash IVF Group family is a testament to the value-add that we can provide to our doctors. We have had a positive start to doctor recruitment in FY '25 with another 4 new fertility specialists joining us since the start of the year up to the end of October. Our market-leading success rates continue to move from strength to strength, reflecting our leading-edge science and world-class embryology team. Clinical pregnancy rates per embryo transfer increased a further 1.5% to 40.5% in the first 4 months of this calendar year, which is an exceptional result. This takes the total increase in pregnancy rates over the last 6 years to nearly 8%, that is 8 more babies per 100 treatment. So that's something that we are very proud of and in particular, the progression. It is worthwhile calling out some of the new initiatives that will drive further improvements to our success rates in the future. We will continue to partner with innovative organizations to advance new technologies and a few examples of these are a wearable fertility tracker, sperm selection device and rolling out a single-step embryo culture across all of our group. Furthermore, our partnership with Monash University has resulted in the awarding of a AUD 15 million Mitochondrial donation grant to launch this technology in Australia with the cornerstone clinical trial being ran through Monash IVF. Partnerships and technologies backed up by an ongoing research focus through our various research bodies will ensure we continue to evolve and improve our success rates and also the patient experience as our history demonstrates. The completion of the new Brisbane flagship site in 2025 will be the culmination of our major infrastructure transformation, where we will have created 4 new state-of-the-art clinics in Sydney, Melbourne, Gold Coast and Brisbane. These clinics provide the highest level of patient care in a warm and welcoming environment and state-of-the-art scientific and clinical workflows. Each of these new sites have day surgeries, providing convenience for patients and doctors and a further diversification of revenue and profit. During FY '24, we also expanded our Sydney CBD site, upgraded our PIVET site in Perth and completed 2 new women's ultrasound clinics in Sydney at St Leonards and Northern Beaches. Just this week, we also finished an expansion of a fertility clinic in day hospital in Singapore. It opened today and is having its first patient treatment today, and this certainly reflects our confidence that we have in the Southeast Asian market. Our substantial strategic marketing investment and campaigns are driving market share gains in both traditional and emerging patient segments. We have launched innovative specialized campaigns whilst also growing our community engagement through our Australian Athletes Alliance partnership. Moving on to our people. At the center of ensuring our patients have the best chance of a successful pregnancy is our people, from our clinicians, embryologists and nurses who drive our market-leading success rates to our people that work tirelessly to deliver the best end-to-end patient experience across ultrasound, genetics and IVF. Our people across the entire organization contribute to the culture of success, which is reflected in our employee engagement being at an all-time high at 67%. I'll now touch on Women's Imaging, which continues to trend on a positive trajectory into FY '25. Scan growth of 3.9% in FY '24 demonstrates sustainable growth in recent years across the Sydney and Melbourne regions. The supply issues resolved through recruitment, a strong culture and investment in capacity to support growing demand, we are carrying that momentum into this year. Our international business gathered positive momentum across FY '24 with stimulated cycles increasing 19.9% versus the previous period with 38.6% growth in the second half of FY '25. Singapore and Johor Bahru performed strongly across the year with Kuala Lumpur fertility turning the corner to deliver robust second half growth. New patient consults, positive industry indicators and the move to a new expanded Singapore clinic sets our Southeast Asian business up for an exciting growth phase ahead. With existing clinics bedded down and industry growth returning to the region, we will explore new growth opportunities in Southeast Asia. Most of you will be familiar with our Vision 2026 strategic road map. It has remained very consistent for the last 4 years and reflects our commitment to our strategic pillars, outcomes and principles. As we edge closer to 2026, we will be updating our strategic framework to ensure we continue on our journey to be the most admired reproductive care provider in the world. This strategy has enabled our diversification of revenue across Australian IVF in all mainland capital cities, ultrasound and Southeast Asia and limits any impact from short-term volatility in particular markets. Our strategy is why we have been able to deliver strong progression in all our critical financial and non-financial metrics in recent years and is why we continue to have a favorable outlook and confidence in our future to deliver sustainable growth and create value for our shareholders. In closing, we are very pleased with the strong financial and operational outcomes achieved in financial year 2024. Before handing back to Richard for the formal business of the meeting, I would like to take this opportunity to thank all of our people and clinicians for their outstanding dedication to Monash IVF that has ensured we deliver exceptional experiences and outcomes for our patients and our clinicians, many of you which are in this room. Thanks to the Board for their continued support through the previous year. It's much appreciated. We're very lucky to have such a high-caliber Board leading Monash IVF Group. And thank you all for your attendance today, and I look forward to keeping you all updated on the progress over the oncoming year.

Thank you, Michael. We now turn our attention to the formal business of the meeting as set out in the Notice of Meeting. After formal business matters conclude, we will address any general shareholder questions for the Board, CEO or auditors. Specific questions on resolutions can be asked and answered as we move through each of the resolutions shortly. Our Company Secretary has confirmed that notice of meeting has been sent to all shareholders and other persons entitled to receive it within the notice period. The matters requiring consideration today are outlined in the Notice of Meeting, and the Notice of Meeting will be taken as read and can be accessed on the Monash IVF site. Monash IVF Group's financial statements for the year '24, together with the Directors' Report and Auditor's Report are in our Annual Report, which is also available on our website. Monash IVF's share registry provider, Link Market Services, will conduct the voting by way of poll, and Jim Kompogiorgas from Link will act as returning officer. Votes will be counted after the end of the meeting and results published on the ASX. Shareholders participating virtually can cast their vote by clicking Get Voting Card button. You'll be asked to enter in your security holder reference number or holder identification number plus postcode if you're in Australia or outside Australia, your country. To then cast your vote, click the submit button. Eligible shareholders present in the room who wish to vote require a voting card. If you do not have a voting card, please raise your hand now and keep it raised until you are attended by a representative of the share registry. If you are intending to vote, you'll be able to finalize and submit votes up to 5 minutes after the meeting ends. I'll remind you at the end of the meeting. The proxy votes have been submitted and will be set out on slides shown for each resolution. Shareholders have appointed the Chair of today's meeting myself as proxy for approximately 389 million shares voting either for, against with discretion for all resolutions. As indicated on the proxy form and in the Notice of Meeting, the intention of the Chair is to vote all discretionary or undirected proxies held by the Chair in favor of each resolution. Now to the procedures for asking questions. Those online participating today will be able to ask questions in text form via the online portal during the meeting. I will provide sufficient notice for holders to ask questions in these. I will endeavor to answer all relevant questions from holders during today's meeting. However, I reserve the right as Chair to rule questions as not pertaining to the AGM out of order and take these questions on notice. I propose the order of taking questions will be as follows: firstly, from any holders who have asked questions online via text; and secondly, holders present within the room can raise their hands and an attendant will bring a microphone to you. For the first item, I table the annual financial report for the year-ended 30 June '24, together with the Directors' Report and Auditor's Report in respect of that financial report. Our auditor is also available to answer questions about the audit report and the content and conduct of the audit. I will now take questions or comments from holders participating online on Item 1.

We have a question for Chris Sargent, audit partner. Chris, question from Stephen Mayne. Please provide a brief history of how KPMG treated the Class Action liability over the past 4 years since it was first filed, including in the 2023-'24 financial year accounts. It must have been a very difficult time having the AUD 56 million settlement agreement reached at the time of the accounts, so close to the results date. Stephen Mayne would just like you to comment on that.

Sure. Maybe just before I sort of talk specifically on the question, just to provide a little bit of background. Basically, the company prepares the annual financial report in accordance with the requirements of the Corporations Act, Accounting Standards and the ASX principles. And we then issue an opinion on the report as a whole in accordance with the audit standards. We don't issue an opinion on individual line items or accounts within that report. It is on the report as a whole. Based on the procedures that we performed in relation to the year, we did issue an unmodified opinion on that report, and that's included in the financial report. Specifically in relation to the Class Action, since that has been filed, it has been treated as a contingent liability in accordance with the requirements of accounting standards and has been disclosed as such in the Annual Report for each of those years. That assessment reflected the legal advice and judgments at each particular balance date, and that assessment was then revisited and updated as at June '24, reflecting the latest legal advice and the status of mediation discussions that the company was in the process of holding. The opinion that we've included in the accounts calls the Class Action out and the settlement out as a key audit matter impacting our audit and provides additional information in relation to the procedures that we performed in reaching our consideration of that matter.

A further question for Chris as well. KPMG have been external auditors continuously for the last 10 years since listing. Has the external audit work ever been competitively tendered during this period and when it is next scheduled to occur? Also, it is not a good look to hold the physical component of today's AGM at KPMG's offices. Can you please comment?

I'll take that. The area around the tendering process, the last time it occurred was 5 years ago. KPMG was successful with that tendering process. Cathy Aston as new Audit Committee Chair, discussions have been held about tendering the audit and that decision is yet to be made, something being considered by the Board.

Any other questions?

Are there any questions from the room? With that said, let us now proceed to the next part of the meeting. We turn to the formal resolution set out in the Notice of Meeting. The first one is Resolution 2, which is to consider and if thought fit, pass a resolution to adopt the remuneration report. Before I put the motion forward, I would like to outline the approach to remuneration. The Monash Group remuneration framework is underpinned by key principles, including alignment of remuneration to business strategy and priorities. It's market competitive, rewards performance and is simple and transparent. It's focused on long-term sustainability of Monash IVF Group, value creation for Monash IVF Group's key stakeholders, the attraction and retention of our people and ultimately, helping our patients start or grow their family. The framework combines total fixed remuneration, short- and long-term incentives to form an overall total remuneration position. This structure is designed to consider market positioning and benchmarking, which is intended to reward individual and company performance aligned to the execution of our strategy and drive sustainable high performance over the short and long term. The group's remuneration framework for '24 for CEO, CFO and COO continue to retain these 3 components with short-term incentives and long-term incentives at risk. A summary of these 3 components can be relating to the '24 include the following: maximum remuneration, fixed and at-risk remuneration combined for the KMP reflect the growth and performance of employees as well as align to existing benchmarking guidance. Remuneration benchmarking in the financial year for '24 considered peers of comparable size and remuneration movements that occurred across industries based on wage index. In '24, the group agreed to continue to increase the total remuneration for the CEO, CFO and COO with a focus on all 3 elements of the remuneration of fixed, short and long-term. The CEO's 4-year fixed remuneration CAGR is 6% and 11% for total maximum remuneration, aligning with more at-risk remuneration. The '24 adjustments to the CEO, CFO and COO total available remuneration remains at or below the industry benchmark. The STI financial component for '24 was achieved above threshold, resulting in 100% of the financial target being met. The STI financial target and outcome excluded the impact of the Class Action, considering it was historical event that commenced in 2020 and the final outcome is a one-off not related to operating performance and management is rewarded for the strong and record '24 underlying profit. It should be noted that at the time of the results announcement, the Board applied discretion to defer the short-term incentive payment for KMP, pending further consideration of the NiPGT class action outcome, considering this was settled on the 21st of August '24. Following this further consideration, the Board agreed and approved part payment of the CEO's short-term incentive and deferred deferral of the remainder until after the '25 results and subject to the continuity of service. 80% of the total STI was paid in financial '25 and 20% has been deferred. STI for the CEO and CFO was paid in full. A number of the non-financial metrics for '24 were also met with the intent to continue to drive high performance in '24. The STI framework introduced a stretch target to ensure reward is provided where performance exceeds set targets. The stretch target is set at 120% and the target with 150% payout. For the LTI component, the EPS component of the '22 performance rights granted was not achieved as at the 30th of June based on performance targets not met during the period '22 to '24. Total Shareholder Return, that's the TSR component of the '21 performance rights granted did vest during '24. In accordance with Section 250R of the Corporations Act, the remuneration report is put to shareholders for adoption. The remuneration report is set out on Pages 48 to 65 with the '24 Annual Report. The vote on this is advisory only and does not bind the directors or the company. I will now take questions or comments from holders participating online who have sent in their questions in text form or on Item 2.

We have a question on the rem report. Did any of the 5 main proxy advisers being ACSI, Ownership Matters, Glass Lewis, and ISS and ASA recommend a vote against any of today's resolutions, including the rem report? If so, what reasons did they give? And have this caused any material against votes?

Do you want to answer?

I'm happy to take that. So we received 4 reports from proxy advisers. In regards to the rem report, there's 2 for and 2 against. In terms of the actual outcomes of voting at the end of the proxy advisory period, which was on Monday. The conclusion of it is that we had more than 75% of the votes for the remuneration report. And that's on the basis of, obviously, shareholders having access to proxy adviser reports and their ultimate decision-making on voting for or against the rem report.

And essentially, the ones that voted against, we're not happy with adjusting the underlying profit to exclude the Class Action.

Questions?

Are there any questions from the room? I now put the resolution to the meeting, and I advise that there are 208,060,832 proxy votes in favor of the resolution; 62,694,238 proxy votes against; 255,689 open votes and 226,120 abstentions. In accordance with the authorization to the proxy form, undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. Resolution 3a and 3b relate to the election of 2 directors, Cathy Aston and Neil Broekhuizen. The listing rules require mandatory reelection following 3 years from their last reelection. Under the company's constitution, directors who are appointed to fill casual vacancies are required to be elected at the Annual General Meeting after the appointment. In accordance with the provisions of the constitution and being eligible, Ms. Aston wishes to be elected, Mr. Broekhuizen offers his reelection. These resolutions are proposed as ordinary resolutions and will be approved if passed by more than 50% of the votes cast by members entitled to vote on these resolutions. Resolution 3a relates to the election of Ms. Cathy Aston, a Non-Executive Director as a Director of the company. Cathy joined the group in February '24 and is Chair of the Audit and Risk Committee and is a member of the Remuneration and Nomination Committee. Cathy is an experienced Nonexecutive Director, Chair of listed and unlisted entities covering technology, financial services, marketing services, health and government sectors across Australia and Asia. Cathy has a broad commercial background with executive roles in finance, marketing and strategy, including a CFO of Telstra's International business and Chief Executive Officer of Mobile joint venture, Sri Lanka. I will now take questions or comments from holders participating online who have sent in their questions or comments in text form.

A question has come through. The new Director, Catherine Aston and the Chair comment on the recruitment process that led to her appointment to the Board. Headhunter involved? Did the full Board interview Catherine? And did they interview any other candidates?

An executive search company was involved. There was more than 1 candidate. The whole Board interviewed each candidate. Any comment on the process from your perspective, Cathy, you want to add?

From my perspective, it was a very thorough and professional recruitment process. I had several rounds of interviews with the [Technical Difficulty] and then having meetings with all of the directors at different times. I was then given the opportunity to do my own due diligence, which included having meetings with our lawyers and auditors.

Just adding on that, Kathy, I think there was another question related to whether we disclosed at the time of recruiting Cathy the Class Action, and we obviously disclosed that and Cathy spoke to our lawyers on it as well. Any other questions?

No other questions.

Any questions from the room? Thank you. I now put the resolution to the meeting and advise that there are 271,874,996 proxy votes in favor of the resolution; 327,689 proxy votes against; 256,929 open votes and 24,982 abstentions. Undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. Resolution for Item 3B relates to the reelection of Neil Broekhuizen, a Non-Executive Director as a Director of the company. Neil was appointed as a Non-Executive Director in June '14 and was most recently reelected at the company's '21 AGM. Neil is the joint Chief Executive Officer of Ironbridge. Neil has over 30 years' experience in the finance industry, including 28 years in private equity with Investcorp and Bridgepoint in Europe and Ironbridge here in Australia. He sat on the Ironbridge Investment Committee since inception. The Board considered Neil to be independent. If not already submitted, I'd like to invite shareholders to submit any questions or comments regarding this resolution. I'll now take questions or comments from holders participating online who have sent in their questions or comments in text form.

Richard, there's a question about Board accountability generally for the recent Class Action. We've had the same Chair and Richard Davis, his position since the IPO. Richard, please confirm that he won't be seeking reelection when his current 3-year term expires at the 2025 AGM. Also, why is Neil running again when he has served on the Board since 2014 and has had a full-time job at Ironbridge, which no longer has a substantial shareholding in the company. And as a general question, why aren't our long-service directors turning over?

Well, I'll try and answer all of the ones I can remember. Certainly, for the last couple of years, the company has not pursued to press the Board given the Class Action. And in fact, when we found a successor for Joe, considerable time to make sure that we had the right person coming on to the Board. And we didn't think it was right for the company to have a complete change in the Board whilst that Class Action was in play. That wouldn't have been good for the business. And in terms of the shareholders, I don't think it was in their interest. In relation to myself personally, it's not my intention at this point of time to seek reelection next year when my time comes up. In relation to Neil, we see him as independent and his knowledge of the business, knowledge of transactions, especially in the M&A area as we look to move into Asia, we see him as a very valuable member of the Board. Are there any other questions? Any questions from the room? Okay. I now put the resolution to the meeting and advise that there are 216,09,019 proxy votes in favor of the resolution; 56,195,920 votes against, 254,323 open votes, 25,332 abstentions. Undirected proxies given to the Chairperson will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. Resolution for Item 4 relates to the grant of performance rights to Michael Knaap on his annual long-term incentive grant for the year-ended 30 June '25, of the terms described in the explanatory memorandum accompanying the Notice of Meeting dated 25th of October '24. As required under ASX Listing Rules 10.14 and for all other applicable purposes, shareholder approval is sought for the grant of performance rights to Michael Knaap. This resolution is proposed as an ordinary resolution and will be approved if passed by more than 50% of the votes cast by members entitled to vote on this resolution. Mr. Knaap will be granted 552,782 performance rights, which have been determined by dividing Mr. Knaap's LTI maximum opportunity of AUD 668,345, which is the equivalent to 100% of Mr. Knaap's TFR by the volume-weighted average share price of the company's share traded on the ASX on the 10 days following the announcement of the '24 financial results. 70% of the performance rights will be subject to a basic earnings per share and EPS hurdle and 30% of the performance rights will be subject to relative total shareholder return hurdle relative to the ASX300 Health Accumulation Index, excluding CSL Limited. Details of the vesting schedules for these hurdles is set out in the notice of meeting. I will now take questions or comments from holders participating online who have sent in their questions or comments in text form.

A question for CEO, Michael Knaap, in regards to his LTI grants as to whether they have vested or lapsed since he was appointed in 2019. Also, has Michael sold shares of any on market without relying on an incentive program to build the equity position in the company?

Relating to the LTI grants, the ones related to the period of FY '21 to FY '23 was fully vested. That was the EPS component and the TSR. The performance rights related to the period FY '22 to FY '24, but only the TSR component was granted, which is 30% of the total performance rights, and that was granted in FY '25. The other question was have I bought any on market? Yes, absolutely, I have over the years. I've been in the company for 9 years now. I've got about 150,000 shares that I personally purchased on market, which is outside of our STI and LTI program.

Michael, just one more question on that. What impact, if any, does the Class Action settlement have on your vesting experience? So the impact of the class action on LTI offerings or those that are vested or haven't vested?

As I understand, it's treated as an abnormal non-recurring item excluded from the LTI future vesting as such.

It's affected your TSR.

It absolutely has affected the TSR.

Any other questions? Any questions from the room? I now put the resolution to the meeting and advise that there are 259,325,860 proxy votes in favor of the resolution; 111,542,870 proxy votes against; 263,645 open votes and 104,601 abstentions. Undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you haven't already done so. And with this, let us now proceed to the next part of the meeting. Resolution 5 relates to the acquisition of Fertility North and approval is given under and for the purposes of Section 260B(2) of the Corporations Act for Fertility North Holdings Pty Limited to financially assist the acquisition as defined and described in the Item 5 of the explanatory note accompanying the Notice of Meeting. If not already submitted, I'd like to invite shareholders to submit any questions or comments regarding the resolution.

No questions have come through.

I'll now put the resolution to the meeting and advise that there are 271,413,993 proxy votes in favor of the resolution; 398,478 proxy votes against; 582,697 open votes and 89,428 abstentions. Undirected proxies given to the Chairman will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. As a reminder, please cast your vote if you have not already done so. As noted earlier, Monash IVF's group share registry provider, Link Market Services, will conduct the voting by way of poll and will act as returning officer. Votes will be counted after the end of the meeting and results published on the ASX. The ability to vote will cease 5 minutes following the end of the meeting and the poll will close. Now I'd like to take time to ask if there's any general questions or comments that have been asked by shareholders of the Board.

We just have one, and it's based on operations in Southeast Asia. If the company has a plan to run a business in China, the Chinese government releases the limit to operate medical services in China recently. A particular shareholder would like a comment?

I'm happy to take that. No, China isn't in our strategy as far as expansion in offshore and it's specifically focused in the Southeast Asian market, which doesn't include China.

Any questions from the room? Brings us to the end of the '24 Monash IVF Group Annual General Meeting. In a moment, I'll formally close the meeting. If you're intending to vote on the formal business of the meeting, you should now finalize and submit your votes as voting will close in 5 minutes. As mentioned earlier, the results of the meeting will be released on the ASX once the votes have been counted after this meeting. I thank you for your attendance.