Friday, 18 October 2019

Company Announcements

Australian Securities Exchange

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam,

Re: Annual General Meeting Details

The Board of Sonic Healthcare Limited (Sonic) is pleased to announce that Sonic's 2019 Annual General Meeting will be held at 10.00am on 19 November 2019 in the Fort Macquarie Room, InterContinental Sydney Hotel, 117 Macquarie Street, Sydney NSW.

The Notice of Meeting and Proxy form will be sent to shareholders today. Sonic's 2019 Concise Annual Report is accessible online at www.sonichealthcare.com/annual-reports. As permitted by section 314 of the Corporations Act 2001 (Cth), the report will be sent only to those shareholders who have requested a copy.

Pursuant to ASX Listing Rule 3.17, attached is a copy of the Notice of Meeting, Proxy form and Concise Annual Report.

Yours faithfully

Paul Alexander

Company Secretary

SONIC HEALTHCARE LIMITED ABN 24 004 196 909 LEVEL 22, GROSVENOR PLACE 225 GEORGE STREET SYDNEY NSW 2000 AUSTRALIA

LOCKED BAG 145 NORTH RYDE NSW 1670 TELEPHONE (02) 98 555 444 FACSIMILE (02) 9878 5066

THIS DOCUMENT IS IMPORTANT

If you do not understand it or are in any doubt about how to act, you should consult your

stockbroker, solicitor, accountant or other professional adviser immediately.

SONIC HEALTHCARE LIMITED

ACN 004 196 909

NOTICE OF ANNUAL GENERAL MEETING 2019

AND

EXPLANATORY MEMORANDUM

The Annual General Meeting of shareholders will be held in the Fort Macquarie Room, InterContinental Sydney Hotel, 117 Macquarie Street, Sydney NSW on 19 November 2019, commencing at 10.00am (Sydney time).

If you are unable to attend the meeting, you are encouraged to appoint a proxy to attend and vote on your behalf. Proxies must be appointed in accordance with the instructions set out in the proxy form enclosed with this booklet. Proxy appointments and any authority documents must be received by no later than 10.00am (Sydney time) on 17 November 2019.

A copy of Sonic's concise annual report for the financial year ended 30 June 2019 is accessible on Sonic's website at the following address: www.sonichealthcare.com/annual-reports. As permitted by the Corporations Act 2001 (Cth) (Corporations Act), a physical copy of the concise annual report has been sent only to shareholders who have elected to receive a physical copy.

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SONIC HEALTHCARE LIMITED ABN 24 004 196 909 LEVEL 22, GROSVENOR PLACE 225 GEORGE STREET SYDNEY NSW 2000 AUSTRALIA

LOCKED BAG 145 NORTH RYDE NSW 1670 TELEPHONE (02) 9855 5444 FACSIMILE (02) 9878 5066

Notice of Annual General Meeting 2019

Notice is given that the 2019 Annual General Meeting of Sonic Healthcare Limited (Sonic or the Company) will be held in the Fort Macquarie Room, InterContinental Sydney Hotel, 117 Macquarie Street, Sydney NSW on Tuesday, 19 November 2019, commencing at 10.00am (Sydney time).

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider:

  1. the financial report of the Company;
  2. the directors' report; and
  3. the auditor's report,

for the financial year ended 30 June 2019.

Election of Directors

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

  1. THAT Dr Jane Wilson, who retires in accordance with Article 71 of the Company's Constitution and, being eligible, offers herself for re-election, is re-elected as a director of the Company.
  2. THAT Dr Philip Dubois, who retires in accordance with Article 71 of the Company's Constitution and, being eligible, offers himself for re-election, is re-elected as a director of the Company.

Remuneration Report

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

3. THAT the remuneration report for the financial year ended 30 June 2019 is adopted.

Note that the vote on this resolution is advisory only and does not bind the Company or its directors.

Please refer to the instructions in the Additional Information - Proxies section on page 4 for details of how to appoint a proxy for this resolution.

VOTING EXCLUSION STATEMENT:

Sonic will disregard any votes cast on Resolution 3 by or on behalf of a member of the key management personnel (being each director of Sonic) or their closely related parties (including as proxy), unless the vote is cast by that person as proxy for a person entitled to vote in accordance with the direction on the Proxy Form, or where there is no specified voting direction, the vote is cast by the Chairman of the meeting as proxy, having been expressly authorised to vote on this resolution, even though it is connected with the remuneration of the directors. A "closely related party" is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the directors.

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SONIC HEALTHCARE LIMITED ABN 24 004 196 909 LEVEL 22, GROSVENOR PLACE 225 GEORGE STREET SYDNEY NSW 2000 AUSTRALIA

LOCKED BAG 145 NORTH RYDE NSW 1670 TELEPHONE (02) 9855 5444 FACSIMILE (02) 9878 5066

Executive Director Remuneration - Approval of long term incentives

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

  1. THAT, for the purposes of ASX Listing Rules 10.14 and 7.1 and all other purposes, the grant of long term incentives up to a maximum value of $2,629,971 to Dr Colin Goldschmidt, Managing Director and Chief Executive Officer, under the Sonic Healthcare Limited Employee Option Plan and the Sonic Healthcare Limited Performance Rights Plan and the subsequent allotment of shares in respect of those incentives on the terms summarised in the Explanatory Notes, be approved.
  2. THAT, for the purposes of ASX Listing Rules 10.14 and 7.1 and all other purposes, the grant of long term incentives up to a maximum value of $1,168,399 to Mr Chris Wilks, Finance Director and Chief Financial Officer, under the Sonic Healthcare Limited Employee Option Plan and the Sonic Healthcare Limited Performance Rights Plan and the subsequent allotment of shares in respect of those incentives on the terms summarised in the Explanatory Notes, be approved.

VOTING EXCLUSION STATEMENT:

Sonic will disregard any votes cast in favour of Resolutions 4 and 5 by or on behalf of any director of Sonic (including Dr Goldschmidt and Mr Wilks), or any of their associates. However, the Company need not disregard a vote, if it is cast by such persons as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form.

In addition, the Company will disregard votes cast by a director (or any of their closely related parties) as proxy, where the appointment does not specify the way the proxy is to vote, unless the proxy is the Chairman of the meeting and has been expressly authorised to vote on behalf of someone entitled to vote on this resolution, even though it is connected with the remuneration of directors.

Please refer to the instructions in the Additional Information - Proxies section on page 4 for details of how to appoint a proxy for these resolutions.

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SONIC HEALTHCARE LIMITED ABN 24 004 196 909 LEVEL 22, GROSVENOR PLACE 225 GEORGE STREET SYDNEY NSW 2000 AUSTRALIA

LOCKED BAG 145 NORTH RYDE NSW 1670 TELEPHONE (02) 9855 5444 FACSIMILE (02) 9878 5066

ADDITIONAL INFORMATION:

This Notice is accompanied by an Explanatory Memorandum which provides an explanation of the business of the meeting, including the proposed resolutions.

Voting Entitlements

1. For the purposes of the 2019 Annual General Meeting, the shares of the Company that are on issue as at 7.00pm (Sydney time) on 17 November 2019 will be taken to be held by those persons recorded on the register of shareholders at that time. Accordingly, you will be entitled to vote at the meeting if, and only if, you are a registered shareholder of the Company at 7.00pm (Sydney time) on 17 November 2019. Transfers registered after that time will be disregarded in determining shareholders entitled to attend and vote at the meeting.

Custodian Voting

2. For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Proxies

  1. A shareholder has a right to appoint a proxy, who need not be a shareholder of the Company.
  2. If a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies. Where a proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on a show of hands in relation to that resolution.
  3. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise half of the shareholder's voting rights (disregarding fractions).
  4. You may return your proxy form to Sonic's share registry by faxing, posting or delivering it to the relevant address below, or to the registered office of Sonic.

By fax:

1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)

By mail:

Sonic Healthcare Limited

C/o Computershare Investor Services Pty Limited

GPO Box 242

Melbourne VIC 3001

Australia

7. To be effective for the scheduled meeting, your proxy form must be received no later than 48 hours before commencement of the Annual General Meeting (i.e. by 10.00am (Sydney time) on 17 November 2019). A proxy form accompanies this Notice.

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SONIC HEALTHCARE LIMITED ABN 24 004 196 909 LEVEL 22, GROSVENOR PLACE 225 GEORGE STREET SYDNEY NSW 2000 AUSTRALIA

LOCKED BAG 145 NORTH RYDE NSW 1670 TELEPHONE (02) 9855 5444 FACSIMILE (02) 9878 5066

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Sonic Healthcare Limited published this content on 18 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2019 05:13:05 UTC