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

Good afternoon, ladies and gentlemen, and welcome to the 12th Annual General Meeting of Monash IVF Group, following the company's listing in June 2014. My name is Richard Davis, and I'm the Chair of the Board of Directors and Chair for this meeting. On behalf of the Board of Monash IVF Group, I'm pleased to have you attending and participating in our AGM today. I wish to acknowledge the traditional owners of country throughout Australia and pay our respects to Aboriginal and Torres Strait Islander cultures, to elders past and present and recognize the continuing land, waters and communities where we are all dialing in from to attend the GM. Welcome, and thank you to our shareholders who are here in person, 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 IVF Group website if you haven't 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 am 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 the opportunity to introduce my fellow directors and senior executives of the company who are in attendance and participating in our meeting today. Zita Peach, current Chair of our Remuneration and Nominations Committee; Catherine West; Dr. Richard Henshaw; Catherine Aston, Chair of our Audit and Risk Committee; Neil Broekhuizen; Malik Jainudeen, Acting Chief Executive Officer and Company Secretary. Our auditors from KPMG are also present, including our audit partner, Chris Sargent. Before I hand over to Malik, our acting CEO, I would like to take a moment to provide a brief overview of the financial year '25, both from a financial and an operational perspective. Despite the challenges facing the group in '25, Monash IVF delivered revenues and underlying EBITDA growth, a solid outcome given the difficult operating environment. Group revenue increased by 6.7% to $271.9 million, and underlying EBITDA rose by 5.6% to $66.3 million. Our underlying net profit after tax of $27.4 million was in line with guidance we provided in the market in May. The second half of the year was not without its challenges. The broader fertility sector softened across both Australia and Southeast Asia, combined with Monash IVF's announcement of 2 adverse incidents at its Brisbane and Clayton clinics. On behalf of the Board of Directors, I want to again extend our sincere apologies to the patients and the families affected. These events were taken extremely seriously by the Board and management. Immediately following the incident, we implemented enhanced protocols around patient safety and risk management that goes beyond industry standards. We also commissioned an independent review led by Fiona McLeod, AO SC, and all these recommendations from that review have been implemented or are underway and findings have been provided to the relevant regulators. In light of the softer trading conditions in the second half, and the significant settlement payments made in relation to the Ni-PGT class action, the Board made the prudent decision not to declare a final dividend for the financial year '25. We understand how important dividends are to our shareholders, and it is our intention to resume dividends in the financial year '26, provided performance aligns with profit guidance provided in August '25. In Australia, Monash IVF Group has a strong portfolio of complementary businesses. We operate 24 IVF clinics with a presence in all mainland capital cities, all day hospitals and a fully integrated diagnostic platform across ultrasound, genetics and pathology. Internationally, we have 4 clinics and 2-day hospitals across Malaysia, Singapore and Bali. Despite the challenges we faced during the year, we made further progress on our Vision '26 strategy. We continue to invest in our network and people, welcoming 11 new fertility specialists in Australia and 1 in Southeast Asia. We also relocated to a new state-of-the-art facility in Singapore and construction of our new Brisbane clinic and day hospital is well progressed and scheduled to open in Brisbane in the fourth quarter of '26. Across the group, we performed more than 12,000 stimulated cycles, over 10,000 frozen embryo transfers and nearly 84,000 ultrasound scans. Importantly, our success rates continue to rise, up another 0.2% to 41.3% in the first 4 months of '25. Financial '25 was also a year of leadership transition. In May, our CEO, Michael Knaap, stepped down after 6 years leading the group. Michael guided Monash IVF through a period of significant growth and transformation, and I thank him for his dedication and contribution to Monash. Our CFO, Malik Jainudeen, has stepped into the acting CEO role and is providing steady and capable leadership through this important period. The company is pleased to announce the appointment of Dr. Victoria Atkinson as Managing Director and Chief Executive Officer, effective from the 18th of May '26. Dr. Atkinson is a distinguished health care executive with over 30 years of experience spanning clinical, operational and governance leadership across Australia's public, private and not-for-profit health sectors. Victoria's current role is the Chief Medical Officer at Healthscope, where she oversees clinical strategy, governance, risk, medical affairs and medical legal portfolios across a network of 36 hospitals, 15 intensive care units and 11 mental health facilities nationwide. She is a cardiothoracic surgeon by training and brings a unique combination of clinical, operational and financial expertise to the role. At the Board level, our renewal process initiated in '24 is progressing well. Over '25 and '26, we will continue to strengthen our expertise across medicine, health care and governance as several long-serving directors approach retirement. To oversee this transition, including the appointment of a new permanent CEO and new directors, I and the Board have chosen that I would stand for reelection at today's AGM before retiring in '26. Earlier this month, we announced the appointment of Dr. Dwayne Crombie as an Independent Non-Executive Director effective 24 November '25. Dwayne brings deep experience across both public and private health care and his governance expertise and passion for patient-centered care will be a valuable addition to the Board as we guide Monash into its next phase of growth. In regards to risk management and governance, the company has robust processes in place to manage both clinical and enterprise risk. Existing structures and committees have always been in place, and the Board is continuing to enhance its governance. The Board is now creating a clinical Board subcommittee to oversee and assist the Board and management to continue to oversee the quality, safety and effectiveness of our clinical services. Monash continues to strengthen its sustainability practices across the environment, people and governance. We're enhancing emission reporting ahead of the '27 standards, reducing our environmental footprint and reinforcing safety, quality and cultures across the group. Our ESG focus ensures we operate responsibly and create lasting values for our patients, communities and future generations. I will now allow Malik to provide the update on the '26 trading conditions and outlook. But before asking up here, I just want to thank our doctors, our scientists and our employees for their professionalism and resilience during this period of transition. To our shareholders, thank you for your continued support and patience as we strengthen our foundation and position the business for renewed growth. Together, we remain committed to ensuring Monash continues to lead in science and safety and in the life-changing work we do every day. Malik will now provide you with the detail of '25.

Thank you, Richard, and good afternoon, everybody. I'll be providing further detail on 2025 as well as providing a trading update for the 4 months to October and then provide an update on guidance that we commented on in August for the FY '26 financial year. As Richard said, 2025 was a challenging year due to the weak industry conditions in the second half and the occurrence of the 2 adverse events. Despite these headwinds, the group still delivered modest revenue and EBITDA growth with group revenue growing by 7% to $272 million and underlying EBITDA increasing by 6% to $66 million. Underlying NPAT was $27 million, consistent with the guidance provided to the market in May 2025. As Richard mentioned, the broader fertility market in Australia softened through FY '25 with Australian industry stimulated cycles declining by 2% in FY '25. The group stimulated cycles declined by 5% and market share declined by 0.7% to 21%. Growth in embryo transfers rose by 7% as returning numbers were still strong. In terms of stimulated cycle market share by state, we experienced market share growth in 2 markets, South Australia and Western Australia, which was offset by market share losses in Victoria and Queensland. New South Wales market share was relatively stable in FY 2025. In the first quarter of FY '26, as you're all aware, the Medicare data has indicated that the sector is resilient with stimulated cycles holding up in the current macro environment. We continue to believe in the strength of the underlying fertility market, supported by stable demand, positive long-term social and environment. Success rates in the business have increased year-on-year. And in the period January to April 2024, our success rates increased by 0.2% to 40.3%. The Matcher witnessing system is now fully rolled out and in use across the business in Australia, which commenced a rollout in [ 2025 ]. It will and has already strengthened safety and traceability of human material and can reduce the risk of sample mismatching. Electronic witnessing is an important safeguard, but it should be noted that human witnessing remains a vital part of our risk management strategy in laboratories and electronic witnessing as practical constraints that need the role of highly skilled embryologists to operate the system. The ultrasound business was mixed in terms of performance in 2025. Melbourne performed well, Sydney experienced softer trading conditions. In regards to our genetics business, genetic carrier screening continues to ramp up with our RGS volumes up by 15% compared to last year on the back of Medicare rebate permissible from November 2023. We do anticipate that RGS activity will convert to IVF treatment in the medium term, and we are confident we are getting closer to seeing abnormal carrier screening results flow through to PGT-M cycles. In our international markets, our operations in Southeast Asia faced some headwinds with simulated cycles down by 6%. KL, Johor Bahru were affected by macro conditions and our Singapore clinic experienced disruption as it relocated to a new larger facility with much more capacity. Our clinics in Malaysia, Singapore and Bali are well positioned for growth, supported by strong local teams and growing reputation for clinical excellence and leading success rates. Patient pipeline in our Kuala Lumpur business is showing signs of improvement, while Singapore remains benign going into the second half. Turning our attention to 2026. I would like to highlight some of our key priorities for the year. Starting with doctor retention and acquisition are the most important pillars and drivers of growth across our business. We are heavily focused on doctor engagement with 2 new doctors joining in the first 4 months of 2026. And importantly, no clinicians have left the business since disclosure of the incident. This is very important as the business recovers from the adverse events. Diagnostics continues to be a key growth driver and differentiator for Monash IVF. We are capturing a greater share of RGS testing, as I mentioned earlier, and generating onward referrals into IVF. We also welcome the appointment of one of Australia's most respected clinical geneticists. This sets up the company to continue to grow its genetic services and capabilities. Touching on Southeast Asia, our focus is on optimizing existing operations and building a stronger foundation for the next phase of growth in the region. KL is recovering with new patient registrations and consultations growing by more than double digits in the last 4 months. Digital transformation, important driver for efficiencies in the business going forward with the new patient management system that I commented on a few months ago that is progressing over the next couple of years. This investment will enhance safety, improve efficiencies and elevate the overall patient and doctor experience. This is expected to be rolled out across the domestic IVF business during FY '27 with pilot sites being tested at the back end of '26. I'll now turn my attention to an update on trading conditions for our business in the first 4 months of the current financial year. In regards to performance in 2026 to the end of October, domestic Monash IVF stimulated cycles declined by 12% compared to last year, following a 0.6% decline in ARS industry sector volumes and market share declines in Monash IVF across Australia by 2.4%. Market share declines were predominantly driven in Victoria due to competitive pricing pressures. New patient registrations are down by 12% compared to pcp, reflecting consistent declines experienced in the second half of 2025 with weakness largely in Victoria and New South Wales. The international clinics delivered 2% growth on pcp with growth experienced in Bali and Johor. Just touching on EBITDA margins. We experienced 300 basis points reduction in the first 4 months of the year, largely driven by negative leverage as a result of volume decline. In addition, as noted, in August, our IVF prices did not increase on the 1st of July across the eastern seaboard of Australia, which also had a negative impact on margins as regular CPI indexation occurred on the cost base. Just turning our attention to outlook and guidance for '26. Following performance, as I talked about in the period in July and October, the company anticipates underlying NPAT after tax for the 6 months period to 31 December '25 to be between $10 million and $10.5 million. Full year underlying net profit after tax is now anticipated to be at the bottom end of guidance provided in August of between $20 million and $23 million. Southeast Asia is expected to improve, as I touched on before, in terms of the pipeline based on the solid patient registrations in KL and targeted cost base reductions across the domestic business to partly offset the negative impact from volume leverage. The company over the medium- to long-term expects revenue and earnings growth to return to mid-high-single-digit CAGR growth, reflecting underlying structural demand drivers along with the demographic and social changes in our communities. In closing, I'd like to thank our doctors, scientists, nurses, employees for their performance and resilience and absolute care for the business in what was a challenging year for the business. While FY '25 was difficult, we're making changes across several aspects of the business, and we look forward to the commencement of our new CEO, Dr. Victoria Atkinson, later in FY '26. Thank you all, and I'll hand you back to Richard for the formal business.

Thanks, Malik. Voting on Resolution 2, 3a and 3b will be conducted by way of poll. Shareholders not in attendance at today's meeting can vote online through the virtual meeting platform by completing a voting card. Each share provides entitlement to one vote. Only shareholders or their duly appointed proxies, attorneys or corporate representatives can vote at 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 outside this room for assistance. Voting exclusions apply to Resolution 2 as detailed in our Notice of Meeting. All holders will have the opportunity to comment on and ask questions in relation to the resolutions. We will provide the opportunity at the end of the formal items of business for shareholders to ask questions. Holders present at the meeting 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 of the 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 screen as each resolution is considered and will be reported to the ASX after the meeting concludes. All undirected proxy votes appointing the Chair as the proxy holder will be voted in favor of the resolutions on Item 2, 3a and 3b and the proxy form authorizes the Chair to vote in favor of Resolution 2 at the remuneration report. We now turn our attention to the formal business of the meeting set out in the Notice of Meeting. After formal business matters conclude, we will address the general shareholder questions for the Board, CEO or auditors. Specific questions on resolutions can be asked and answered at the end of the formal items of business. Our Company Secretaries confirm the 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 will be taken as read and can be accessed on the Monash IVF Group website. Monash IVF Group Limited's financial statements for the year ended '25, together with the directors' report and auditor's report are in our annual report, which is also available on our website. Monash's share register provider, MUFG, will conduct the voting by way of poll. Tim Farag will act as returning officer. Votes will be counted after the end of the meeting and results published on the ASX. Shareholder participation virtually can cast their votes by clicking Get Voting Card button. You'll be asked to enter your securityholder reference number or holder identification number plus postcode if you're in Australia or country if you're outside Australia. To then cast your vote, click the Submit button. Eligible shareholders present in the room who wish to vote requiring a voting card, if you do not have a voting card, please raise your hand now and keep it raised until you are attended to by a representative of the share registry. If you are intending to vote, you'll be able to finalize and submit votes up until 5 minutes after the meeting ends, where I'll give you a time when that 5 minute starts. I'll remind you at that time. The proxy votes that have been submitted will be set out on slides shown for each resolution. Shareholders have appointed the Chair of today's meeting, myself, as proxy for approximately 134 million shares voting either for or against or with discretion for all resolutions. As indicated on the proxy form and in the Notice of Meeting, the intention for the Chair is to vote all discretionary or undirected proxies held by the Chair in favor of each resolution. Now to the procedure for asking questions. Those online participating today will be able to ask a question in text form via the online portal during the meeting. I will provide sufficient notice for holders to ask questions in these formats. I will endeavor to answer all relevant questions from holders during today's meeting. However, I reserve the right as Chair to rule questions out as not pertaining to the AGM out of order and to take questions on notice. I propose the order of taking questions will be as follows: first, from holders who have asked a question online via text. And secondly, holders present within the room can raise their hand and an attendant will bring a microphone to you. For the first item, I table the annual report for the year ended 30 June '25, together with the directors' report and auditor's report in respect of that financial report. Our auditor is available to answer questions about the auditor's report and the content and conduct of the audit. No written questions to the auditor were received by the cutoff date, 5 business days before the meeting. I will now take questions or comments from holders participating online in relation to Item 1. I will now take questions or comments from the room. Please raise your hand and an attendant will bring a microphone to you. There's one question here, microphone.

Thank you. Good afternoon, Chair. David Kingston, K Capital. Look, I actually also own some businesses, so I empathize with this company. But we all have human system, human and system challenges from time to time. So I think I can empathize for that. I think congratulations on order. You've maintained the revenue and the EBITDA growth up to the end of FY '25. So let's acknowledge that. On the other side, though, the share price has fallen from 18 months ago, Chair, $1.40, down to around about $0.60 now. Now that's understandable given some of the challenges. I appreciate the update today because the previous earnings guidance was NPAT of $20 million to $23 million. Appreciate the update today that that's now down towards the lower end of that range. And I understand that because today, we've heard that the stim cycles are down 12% and the patient registrations are down 12%. So it would surprise me if there wasn't some change to the earnings guidance. But a couple of questions, Chair. Over the medium to long term, the company has indicated revenue to earnings growth of mid- to high-single digit CAGR. Perhaps if you could clarify what medium to long term means. As I said, I think the company has done well to maintain its position. It's sort of revenue and earnings, very consistent up to the end of '25, but appreciate clarification on what is the medium to long term. And secondly, the company has done very well to maintain market share. It's all spelled out in the annual report, the 5-year metrics. But conscious of the stim cycles dropping 12% and the patient registrations dropping 12% and your market share has gone down a little bit in -- at the current time. Perhaps if you could just clarify a little bit on market share outlook given the challenges you've had and the competitive nature of the market.

Yes. If we talk about the double-digit or high-single digit growth, we think that's achievable. And thank you for your question. If you think about how we can increase prices in our business in the long term, we believe we can execute on CPI type increases regularly in this business fundamentally, that's 3% a year. This industry will grow at least in line with population growth and history suggests that's 2-odd percent. And at the same time, we think we can grow our business beyond just the fundamentals of population growth and price increase to ultimately win market share. And I know you had a question on market share declines in the business. Much of that is felt in this particular state in Victoria. And we have some issues in this state, no doubt about it, and we've talked about it for a number of years. Actions are in place to fix this state, but it will take a little bit of time. But at the same time, we're cycling through, obviously, we just talked about how challenging this year has been, and you have congratulated us in terms of how we've executed on holding this business together. So I think we're well set up to execute on growth going on from here. FY '26, the year that we're in, we've come out with guidance to be quite clear with where we're heading, but we're pretty confident with where we can go beyond FY '26.

And could you clarify why 12% is a fairly significant decline in those 2 metrics. Could you clarify why that's happened?

Yes. There's no doubt there's higher competitive pressure in this sector. And again, I've spoken about the Victorian business. That's where a lot of our issues are lost a bit of share in that. The industry declined by circa 2% over the first quarter, and we've obviously declined further than that. And we felt that in Queensland and in New South Wales and Victoria, but there's small declines in those other states. It's largely Victorian driven. On a positive note, South Australia, Western Australia is actually growing. And we're seeing green shoots in our Asian business, particularly KL. So that gives us the confidence in terms of where those markets are going and how we can support the East Coast of the country that is experiencing a little bit of challenges.

And it's the 12% decline because of the incidence or you lost a few doctors. So it's a big decline across the whole board. So if you've got 12% on average decline across the whole spectrum, it means in some segments, you might be 25% down.

The important point that I mentioned earlier was we haven't lost any clinicians on the back of incidents, let's say, that's a huge positive in terms of execution of our plans. On touching on losing share, it is much more competitive. We'll execute on a strategy to continue to grow this business beyond this year.

I think I'd just like to add that the share price decline is obviously disappointing for our shareholders and also for the company. But it's probably thinking of given the NIPT and the 2 incidents that we faced that we honestly weren't expecting, it highlights the resilience of this company. There would have been many out there that could have thought that the results would have been far worse and we could have lost a lot of doctors and our market share would have declined. And I think thanks to Monash clinicians, the staff and in particular, the service and reputation of the company. The company has held up very strongly, and I believe it will rebound, whether it's going to be in '26 towards the end of '26, but certainly going into '27 and '28 because the key metrics of the business are the same. The market is growing. We're hoping we'll be able to stabilize the market share erosion and then get back to normal pricing. And then we'll be getting to the position that you're looking at, improving our CAGR in terms of performance, and that will then translate into an appreciation of our share price. Thank you.

Any more questions from the room?

There's none. I had one other one. Look, obviously, you had the settlement of the class action. I think from memory, it was $56 million. I think the insurers paid $20 million and the company had to pay $36 million, which is the reason for the cancellation of the dividend because that's set to draw down on some extra debt. I'm just interested in why the insurer only paid $20 million out of $56 million, if my memory is correct. And secondly, it's comforting to hear to read that the company is confident that there will be 0 payment by the company for the 2 other incidents that have occurred. So I appreciate some clarification.

The first one, was the limit on our insurance policy. We thought at the time that, that was going to be adequate based on the advice that we received to cover claim, which is the Ni-PGT claim. And the Board had the difficult decision of fighting that and having protracted over a number of years, and that would require enormous amount of management time, potential further reputational risk. So the company took the difficult decision of ruling a line through the sand so we could move on. And the second part of the question was -- well, the second part is based on the advice that we've received that the insurance will be adequate to cover the 2. That's what our position is.

And have you increased the insurance, because for a company of this size with $272 million of revenue and the nature of the company, $20 million insurance, Chair, seems pretty low?

$20 million is pretty standard for this industry. And we believe that's adequate. And I say that the Ni-PGT situation and scenario and what came out of that was quite unique. That was an isolated event.

What I'd say is I think we -- some of us have got retail properties standard insurance for retail property is $20 million. I would have thought you should increase that, but that's up to your advisers. Thanks.

I'll now move to Resolution 2, which is to consider and thought fit to pass a resolution to adopt the remuneration report, which forms part of the directors' report for the year ended June '25. Before I put the motion forward, I would like to outline the approach to remuneration. Monash IVF Group remuneration framework is underpinned by key principles, including alignment of remuneration to business strategy and priorities. It's market competitive, rewarding performance and is simple and transparent. It is focused on long-term sustainability of Monash IVF Group, value creation for Monash IVF Group's key stakeholders, attraction and retention of our people and ultimately, helping our patients to start to 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 '25 for the CEO, CFO and COO continue to retain these 3 components with short-term incentives and long-term incentives at risk. Our approach to remuneration continues to align outcomes with performance with these developments key in determining the remuneration outcomes for key management personnel. This includes that prior to the year-end, the Board exercised its discretion to not award any STI for the remaining executive leadership team, including the acting CEO and for most of the year CFO. This decision was taken before the usual formulaic STI outcomes were known. In addition, the adjustments have been made to future STI plans to adopt a modifier, allowing the future STI plans to be adequately adjust STI payments where there has been a material adverse impact on the business. During the year, we saw the departure of our CEO, Michael Knaap, and the resignation of Hamish Hamilton. Upon their resignation, both forfeited their '25 STI and all unvested LTI awards from '23, '24 and '25. In addition, the Board determined that the 20% portion of the prior-year formulaically calculated STI deferred for the CEO pending the outcome of the class action proceedings was no longer eligible for payment. This remuneration report outlines our approach to executive remuneration for '25, building on the framework established in '24. In light of the adverse events that occurred in '25 and prior to the formulaic outcomes being known, the Board exercised its discretion so that no STI was awarded to all executives. Details relating to the specific performance measures, targets and outcomes associated with the '25 STI plan are provided in Section 4.1 of the report for your information. For the LTI component, the threshold EPS component of the '23 performance rights granted was not achieved. The TSR component of the '23 performance rights granted and tested in September '25 did not meet as well. In accordance with Section 250R(2) of the Corporations Act 2001, the remuneration report is put to shareholders for adoption. The remuneration report is set out on Pages 43 to 59 within the 2025 annual report. The vote on this is advisory only and does not bind the directors of the company. I draw your attention to the proxy received prior to the meeting as displayed on the screen. I now put the resolution to the meeting. In accordance with the authorization in the proxy form, undirected proxies given to the Chair will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. I now move that shareholders consider and if thought fit, pass the ordinary resolution. And as I said before, we'll come back to questions if there are any at the end of this. Resolution Items 3a and 3b relate to the election of 2 directors, myself and Zita Peach. The listing rules require mandatory reelection following 3 years from last reelection. Under the company's constitution, directors who are appointed to fill a casual vacancy are required to be elected at the next Annual General Meeting and after the appointment in accordance with the provisions of the constitution. And being eligible, I, Richard, and Zita offer themselves for 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. I'll ask Zita to speak in relation to 3a because it pertains to me.

Thanks, Richard. Resolution for Item 3a relates to the election of Mr. Richard Davis as a current Non-Executive Director and as a Director of the company. Mr. Richard Davis was appointed as a Non-Executive Director in June 2014 and was most recently reelected at the company's 2022 Annual General Meeting. Mr. Davis has previously served as a Non-Exec Director of ASX-listed companies such as InvoCare Limited and Australian Vintage Limited as Chairman. Having resigned from these directorships in 2023 and 2024, respectively, Richard worked for InvoCare for 20 years until 2008. For the majority of that time, he held the position of CEO and managed the growth of that business through a number of ownership changes and over 20 acquisitions, including offshore in Singapore. Prior to InvoCare Limited, Mr. Davis worked as an accounting partner of Bird Cameron. Mr. Davis holds a Bachelor of Economics from the University of Sydney. The Board considers Mr. Davis to be an independent director. I draw your attention to the proxies received prior to the meeting as displayed on the screen. I now put the resolution to the meeting in accordance with the authorization in the proxy form, undirected proxies given to the Chair will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. I now move to the shareholders consider and, if thought fit, pass the ordinary resolution. I'll now hand back to you, Richard. Thanks.

Thanks, Zita. Resolution for Item 3b relates to the reelection of Zita Peach, a Non-Executive Director as a Director of the company. Zita was appointed as a Non-Executive Director in October 2016 and was most recently reelected at the company's '22 Annual General Meeting. Zita has more than 25 years of commercial experience in pharmaceutical, biotechnology, medical devices and health service industries and has worked for the major industry players such as CSL. Ms. Peach is a Non-Executive Director of 3 private equity-owned companies, Icon, Vet Partners and Nucleus. Zita is also Chair of the Olivia Newton John Cancer Research Institute. Zita is a fellow of the Australian Institute of Company Directors and a fellow of the Australian Marketing Institute. The Board considers Zita to be an independent director. If not already submitted, I'd like you to invite the shareholders to submit any questions or comments regarding this resolution. I'll draw your attention to the proxies received prior to the meeting as displayed on the screen. I now put the resolution to the meeting. In accordance with the authorization of the proxy form, undirected proxies given to the Chair will be voted in favor of the resolution. To facilitate participation by all shareholders, I direct that a poll be taken on this item. I now move that shareholders consider and if thought fit, pass the ordinary resolution. As a reminder, please cast your votes if you have not already done so. So in relation to those resolutions, do any shareholders have any questions or comments in relation to the resolutions? I will ask questions or comments from holders participating online who will send in their questions or comments in text form.

There are no questions online.

Are there any questions from those participating online? Now I'll take questions or comments from the room. Please raise your hand and an attendant will bring you the mic.

Thank you, Chair. You've obviously got an excellency so obviously, be reelected. I'm surprised there were as many negative votes that's disappointing. I don't think they're warranted. But my question really is that you're a non-executive director of 3 private equity-owned entities. I'm not sure who owns Icon and Vet Partners and Nucleus. Also your fellow director is also a luminary of the private equity area. The question really is that particularly with the share price malaise, this is a company that may well attract private equity interest. But obviously, you'd step aside if that were to happen. But which is the private equity owner of those 3 entities you're on the board?

Yes. Happy to speak to that. And of course, I have been on different ASX ones as well over the years. So EQT is the owner of Icon Cancer Care. So -- and that's now become quite a global cancer care company. So very purpose-led. And then I'm also on the Board for Nucleus Network, which is Blackstone owned. And again, that's become a global clinical trials company. So -- and Vet Partners is the third one, which is a veterinary business and again, by EQT. So if that helps. And of course, Olivia Newton John is very much a not-for-profit in research. So -- and hopefully -- and to answer your question, if there's any conflicts, I would step aside, but clearly, we're not in that position at this time.

That brings us to the end...

Not a question, actually just to comment. I was actually surprised that there were some negative growth there as well. But I think given the transition that you're going across getting a new CEO and Managing Director in place, I think your hands is require that. That's all, thanks.

That brings us to the end of the formal business of the '25 Monash IVF Group Annual General Meeting. If you're intending to vote on the formal business of the meeting, you now have -- you should now finalize and submit your votes as voting will close in 5 minutes' time. We'll now turn to general questions. First, we'll take questions received prior to the meeting.

Start with the first one. Why weren't investors made aware of the circumstances surrounding huge errors in recent times at the time and post event? And what have the consequences been for those breaches in process? It is a cost that will be borne by the investors and they deserve answers.

Thanks for that question. The Board and I as Company Secretary, we always consider our ASX continuous disclosure requirements and when business and the Board were made aware of the incidents, I think the Board prudently acted appropriately in the context of what is required from an ASX point of view. When the matter was disclosed in April, I think, again, the Board met their obligations in terms of disclosure of the matter. So I think we're very confident in terms of the framework, the process that the business and the Board went through to ensure that the market was appropriately informed of the matter.

I have a couple more. What risk mitigation practices have been implemented and controls developed from future human error mistakes?

I'll take that one as well. I think both Richard and I have talked about this particular question in our addresses. I just wanted to reiterate that the business went through a process of reviewing end-to-end processes across the business, which is continuing. I just want to reiterate that processes are robust in the business did exist at the time and continues to exist. I must say that continuing to enhance processes is always front of mind, and there are extra actions in place to ensure that, that continues. And as Richard mentioned as well, we have taken an extra step to create a subcommittee for clinical governance at Board level to support management and ensure that there's right structures and processes in place in the business going forward.

And there are a couple more. With the share price so low, why don't you do a share buyback?

I think the Board will always consider the buyback is the best decision to make in terms of shareholder value. I'm sure the Board and I, as Company Secretary, will ensure the market is informed when and if a decision such is made.

And last one, are there plans to offer independent genetic test to patients of IVF who are questioning whether the correct embryo was implanted and that resulted in a baby? If not, please explain the reason.

The answer to the question on genetic testing of IVF patients to the question, the answer is no. Again, going back to highlighting the processes that the business had in place and continues to have in place is sufficient for Monash IVF.

Any more questions? Any questions from the room?

Richard, you have some significant international operations. Just be interested in a bit of insight into what percentage of the group they are, how they're going, whether it's fragmenting the focus of the company. It's not easy to grow internationally. Singapore may well be an easy country, but some others are not. So just appreciate a bit of insight and how is it managed because it does increase the complexity of running the company.

In terms of contribution of revenue to the group from Southeast Asia, it's approximately 10%. I hope you've seen in some of the literature based in Singapore, KL, Johor Bahru and Bali, the intention at the moment is to focus on those 4 locations and optimize performance. [ ABN Amro ] is an asset was acquired by the business over 10 years ago, and it started in the position of doing approximately 300 cycles and now there's close to 1,000 cycles. So that's the opportunity that remains available in Southeast Asia in terms of strategic intent for the business. In terms of burden on the business to manage such businesses in Southeast Asia, the strategic intention is worth pursuing that strategy. I think we'll continue to enhance the business and it's no distraction for the Australian business and the executive and the Board in terms of continuing to grow in Southeast Asia.

But I assume the rates you charge in KL would be lower than what they'd be in Sydney or Melbourne. And also given the relatively small proportion of the group and the need to have management overview there, I would suspect you're probably making at the moment 0 out of that 10% when you really factor in the management time. I appreciate there may be a long-term strategic goal, which is fine. But we all have to sometimes embark upon new businesses and short term, they don't make much money. But will that be correct in saying that when you allocate a share of management -- head office management time to those 4 markets that you wouldn't be making any net return?

Southeast Asia is contributing in a material sense for the group. I'm not following, more business is very mature and said there's over 1,000 cycles and generates and good contribution to earnings across the group. Singapore, KL, Bali at a much smaller extent, but are contributing profit positively to the group.

That would be before you allocate a share of head office management time to oversee those businesses.

I'd still say it's early.

You got 4 countries, only 10% of group revenue. Clearly, the majority of the earnings will be coming from -- well, a substantial majority of the earnings from Australia, and it would be harder to make a big profit, net of all management charges from 10% in 4 countries overseas, in the name of thinking.

Coming back to that question, we see the growth in Southeast Asia. I mean there's so much this business can grow in Australia. And so our strategy has been very much one of getting to understand that market, not going in there and making a significant acquisition, put shareholders' capital at risk. KL is a mature business, great returns, low tax rate. Singapore, much smaller business, but has got the opportunities and again, a low tax rate. Bali, so -- but we definitely see that this is an area we need to pursue because that's where the growth is going to come going forward. Ladies and gentlemen, that concludes the shareholders' Q&A. In a moment, I'll formally close the meeting. As there has been no request for additional time for voting purposes, I now declare the poll closed. As the company has not received notices of any other business, I will move the meeting to be closed. 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 attention and attendance and now declare the meeting closed.