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For Personal Use Only Use Personal for 2018 Notice of Annual General Meeting For personal use only 2018 Notice of Annual General Meeting 10.30am Tuesday 14 May 2019 Registration from 9.30am How to get to Tower One, International Towers, Watermans Quay, Barangaroo By car The following parking stations are located nearby: Wilson Parking - Barangaroo Reserve Secure Parking - King Street Wharf By Taxi A taxi zone (drop-off/pick-up only) is located outside our entrance on Watermans Quay. There is also a taxi zone on Barangaroo Avenue (at the western end of Tower One). The nearest taxi rank is currently on Shelley Street, near the Macquarie Group building. By Train From Wynyard Station, follow the signs to Exit 4 and take the Wynyard Walk tunnel. Exit at Napoleon Plaza and turn right to walkFor personal use only over the Napoleon Bridge (crossing over Sussex Street). Take the escalator down to Shipwrights Walk - PwC can be found in One International Tower with entry on the right-hand side of Shipwrights Walk (past the Shirt Bar). For those with limited mobility, you can take an elevator from the eastern end of Napoleon Bridge down to Sussex Street. Cross at the traffic lights and make your way up the ramp (under the escalator) to enter Shipwrights Walk. 2 By Bus Bus services can take you directly to Barangaroo. Routes 311, 324 and 325 travel to Hickson Road from Town Hall. The Wynyard Bus Interchange is also a short walk away - arrive and depart from York, Clarence and Kent Streets, after a short walk along Margaret or Erskine Streets, or via the Wynyard Walk tunnel from Wynyard train station. By Ferry The Barangaroo Wharf is also a short walk away. Sussex St Bridge 600 Hills West buses Wynyard Walk 400 100 Northern Beaches, 200 Northern buses 300 Eastern 500 North For personal use only To Central Railway Station Chairman’s Message Committed to growth strategies Dear Shareholder I am pleased to invite you to InvoCare’s 2018 Annual General Meeting (AGM) to be held at 10.30am on Tuesday 14 May 2019 in the offices of PricewaterhouseCoopers, One International Towers Sydney, Watermans Quay, Barangaroo, Sydney, New South Wales. The AGM is an opportunity to find out more about the 2018 business performance and our progress against our growth strategies (Protect & Grow and Regional Acquisitions). Growth strategies In 2018, it was pleasing InvoCare was able to show significant progress in implementing both of its growth strategies despite the soft market conditions that impacted the operational performance of the business. As part of Protect & Grow, InvoCare is spending a nett $200 million across three core streams – Network and Brand Optimisation (NBO), People and Culture and Operational Efficiencies. InvoCare also invested $70 million in the last year to acquire 11 businesses to both in-fill our core markets (Adelaide and Auckland) and extend our market coverage into new, primarily regional areas. Our commitment to both strategies is driven by the knowledge that the customer is changing. It is essential for InvoCare, as the market leader, to provide leadership in meeting the future needs of our customers if we are to deliver strong sustainable double- digit EPS growth for our shareholders. Equity raising for future growth In March 2019, InvoCare announced an $85m fundraising (Institutional Placement and Shareholder Purchase Plan) to ensure the business can continue with the strong momentum that had been generated by both growth strategies in 2018. 2018 Dividend As a reflection of the challenging market conditions in 2018 a prudent approach to capital management has been taken by the Board with regard to the final dividend. The full year payout ratio, For personal use only at 82%, remains consistent with our policy and the final dividend of 19.5 cents provided for a full year dividend of 37.0 cents. 4 Chairman’s Message Bart Vogel Board renewal In 2018, three new non-executive directors were appointed to the InvoCare Board as part of the planned Board renewal. We were pleased to welcome Mr Keith Skinner from 1 September 2018 and effective from 1 October 2018, Ms Jackie McArthur and Ms Megan Quinn. During the year Joycelyn Morton and Gary Stead resigned from the Board. We had previously announced Joycelyn’s retirement and I would also like to thank Gary for the significant contributions he made on the InvoCare Board since 2014 and as Chair of the Finance, Capital & Investment Committee. I would also like to express my personal thanks to Richard Fisher who retired as Chairman on 30 September 2018. Richard joined the Board 16 years ago and has made a significant contribution and left a lasting legacy. During his time as a director and then as Chairman he has played a critical role in guiding the InvoCare growth strategies which have led to Board and Leadership renewal programs and the implementation of the Protect & Grow plan to transform InvoCare. He has provided me with his full support and guidance during my transition to the role as Chairman and I ask that you join me to thank him for the strategic direction he has provided InvoCare and wish him and his family all the best. On behalf of the InvoCare Board and all shareholders, I also extend my appreciation to the dedicated employees of InvoCare and the critical role they play to supporting our client families at their time of greatest need. I encourage you all to join us now at the AGM and take the opportunity to meet the Directors and senior executives and ask questions. You will be able to vote on the items presented during the AGM. Full details of the items of business are included in the accompanying Notice of Meeting, Voting Information and Explanatory Notes. Thank you also for your continued support as we build our business for the future. For personal use only Yours sincerely Bart Vogel Chairman InvoCare Notice of Annual General Meeting 2018 | 5 Performance highlights Investment in growth initiaties progressed during period of soft market conditions. OPERATING EARNINGS AFTER TAX -22.1% Operating earnings after tax decreased to $49.4 million DIVIDENDS -19.6% Dividends for the year decreased to 37 cents per share CASH CONVERSION RATIO For personal use only 88% Consistently strong cash conversion ratio with 88% of operating EBITDA converted to cash 6 Operating sales revenue ($ million) 2014 424.1 2015 448.4 2016 462.5 2017 470.9 2018 477.3 Operating EBITDA ($ million) 2014 105.1 2015 110.0 2016 115.3 2017 124.3 2018 119.0 Operating earnings after tax ($ million) 2014 49.5 2015 53.0 2016 57.4 2017 63.5 2018 49.5 Ordinary dividends per share (cents per share) 2014 36.5 2015 38.0 2016 42.5 2017 46.0 2018 37.0 Profit after tax attributable to members ($ million)For personal use only 2014 54.5 2015 54.8 2016 70.9 2017 97.4 2018 41.2 InvoCare Notice of Annual General Meeting 2018 | 7 InvoCare Limited Notice of Annual General Meeting Notice is given that the Annual General Meeting (AGM or Meeting) of shareholders of InvoCare Limited (Company) will be held: Date: Tuesday, 14 May 2019 Registration from 9.30am (AEST) Time: 10.30am (AEST) Venue: The offices of PricewaterhouseCoopers, Tower One, International Towers, Watermans Quay, Barangaroo, Sydney, New South Wales The Explanatory Notes accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Notes, Voting Information and Voting Form comprise part of this Notice of Meeting. Items of business Item A: Chairman and Managing Director Presentations Item B: Discussion of Financial Statements and Reports To discuss the financial report of the Company and the reports of the Directors and the Auditor for the financial year ended 31 December 2018. Item C: Adoption of Remuneration Report To consider, and if thought fit, to pass the following advisory resolution: Resolution 1: “That the Remuneration Report (which forms part of the Directors’ Report) for the year ended 31 For personal use only December 2018 be adopted.” The vote on this resolution is advisory only and does not bind the directors or the Company. 8 InvoCare Limited Voting Exclusion Statement for Resolution 1 In accordance with the Corporations Act, a vote on Resolution 1 Notice of Annual must not be cast (in any capacity) by or on behalf of any member of the key management personnel of the Company, details of General Meeting whose remuneration are included in the Remuneration Report, or a closely related party of such a person. However, such a person (or closely related party) described above may cast a vote on Resolution 1 if: a. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; or b. the person is the Chairman of the Meeting and the appointment of the Chairman as proxy: i. does not specify the way the proxy is to vote on the resolution; and ii. expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel of the Company. “Key management personnel” and “closely related party” have the same meanings as set out in the Corporations Act. Item D: Election of Directors To consider and, if thought fit, to pass the following ordinary resolutions: Resolution 2: “That Richard Davis, who retires by rotation in accordance with the Company’s Constitution, be re-elected as a director of the Company.” Resolution 3: “That Jackie McArthur, being a Director appointed by the Board since the last Annual General Meeting, and who retires in accordance with the Company’s Constitution, be elected as a director of the Company.” Resolution 4: “That
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