Notice of Annual Meeting and Proxy Form

EBOS Group Limited. NZBN 9429031998840
108 Wrights Road, Addington, Christchurch, New Zealand, 8024
Level 7, 737 Bourke Street, Docklands, Victoria, Australia, 3008
Phone: +61 3 9918 5555, Fax: +61 3 9918 5588.
www.ebosgroup.com



20 September 2024
NZX/ASX Code: EBO

Notice of Annual Meeting and Proxy Form


Please see attached the 2024 Notice of Annual Meeting, Proxy Form and Virtual Meeting Guide.


Authorised for lodgement with NZX and ASX by the Board of Directors of EBOS Group Limited.

Contact:
Janelle Cain
General Counsel
EBOS Group Limited
+ 61 3 9918 5555

Notice of Annual Meeting 2024
NOTICE OF ANNUAL MEETING 2024
Notice is given that the annual meeting of shareholders of EBOS
Group Limited (the Company) (Annual Meeting) will be held as
a hybrid meeting at the Park Hyatt Auckland, 99 Halsey Street,
Auckland, New Zealand and online via the Computershare
Meeting Platform at https://meetnow.global/nz on Wednesday
23 October 2024, commencing at 2pm New Zealand time. Further
details of how to participate ‘virtually’ are in the Virtual Meeting
Guide which accompanies this Notice of Annual Meeting.
General Business
1 To consider and receive the annual report and the financial
statements for the year ended 30 June 2024 and the audit
report thereon.
To consider and if thought fit, pass the following ordinary
resolutions 1, 2, 3, 4 and 5:
2 Resolution 1 – Election of Director
It is resolved that Matthew Muscio be elected as a director of
the Company, with effect from 1 January 2025.
3 Resolution 2 – Re-election of Director
It is resolved that Tracey Batten be re-elected as a director of
the Company.
4 Resolution 3 – Re-election of Director
It is resolved that Elizabeth Coutts be re-elected as a director
of the Company.
5 Resolution 4 – Non-executive director remuneration
It is resolved that, pursuant to NZX Listing Rule 2.11.1 and ASX
Listing Rule 10.17, the total remuneration for non-executive
directors be increased by $166,750 from $1,643,250 to
$1,810,000 per annum with effect from 1 July 2024.
6 Resolution 5 – Auditor’s remuneration
It is resolved that the directors of the Company be authorised
to fix the fees and expenses of Deloitte as auditor of the
Company.
7 To consider any other business that can be properly brought
before the meeting.
Please see explanatory notes for further information regarding
Resolutions 1, 2, 3, 4 and 5.
By Order of the Board
Elizabeth Coutts
Chair
Explanatory notes
Resolution 1
Election of Director – Matthew Muscio
On 4 June 2024 the Company advised the NZX and ASX that Matt
Muscio would transition from his role as EBOS’s Chief Executive
Officer – Medical Technology from 5 August 2024, in conjunction
with the appointment of Mr Andrew McLean to that role.
The Group is fortunate that Mr Muscio agreed to remain with
the business in an executive role through to 31 December 2024.
Mr Muscio also agreed to be put forward for election by
shareholders as a non-executive director of EBOS, with effect
from 1 January 2025.
Mr Muscio has significant skills and experience, particularly in the
healthcare sectors in Australia, New Zealand and Southeast Asia.
Mr Muscio was appointed as Managing Director & Chief Executive
Officer of LifeHealthcare in August 2015, which was then listed on
the ASX. He remained as Chief Executive Officer and continued to
successfully lead the business following its acquisition by private
equity in 2018 and subsequent acquisition by EBOS in May 2022.
Prior to this, he worked for 13 years at Johnson & Johnson in its
orthopaedics business. Mr Muscio is a former director of the
Medical Technology Association of Australia and a number of
EBOS subsidiaries.
Mr Muscio holds a Bachelor of Business (International Business)
from the Queensland University of Technology and a post
graduate degree in management from the Melbourne Business
School.
Given his current employment relationship with EBOS (which will
end on 31 December 2024), should Mr Muscio be elected he will not
be regarded as an independent director for the purposes of the
NZX Listing Rules.
Pursuant to NZX Listing Rule 2.3.1 and ASX Listing Rule 14.3
Mr Muscio has been formally nominated to be elected as a
director with the unanimous support of the Board.
Resolution 2
Election of Director – Tracey Batten
Dr Batten (MBBS, MHA, FRACMA, MBA, FAICD) was appointed as
a director on 1 July 2021. She is a member of the Remuneration
Committee.
Dr Batten is currently chair of the Accident Compensation
Corporation and is a non-executive director of Medibank Private
Limited and Nanosonics Limited. She was previously a non-
executive director of National Institute of Water and Atmospheric
Research, Abano Healthcare Group Limited and various other
healthcare related research institutes, charities and industry and
government bodies.
During her executive career Dr Batten was Group CEO of Imperial
College Healthcare NHS Trust in the United Kingdom, Group CEO
of St Vincent’s Health Australia, CEO of Eastern Health and CEO of
Dental Health Services Victoria.
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Notice of Annual Meeting 2024
The Board considers Tracey Batten is an Independent Director as
referred to in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
a director must not hold office without re-election past the third
annual meeting following the director’s appointment, or 3 years,
whichever is longer.
Dr Batten retires in accordance with NZX Listing Rule 2.7.1 and
ASX Listing Rule 14.4, and offers herself for election.
Resolution 3
Re-election of Director - Elizabeth Coutts
Ms Coutts (ONZM, BMS, FCA) was appointed as a director on
3 July 2003. She is Chair of the Remuneration Committee and a
member of the Audit and Risk Committee.
Ms Coutts is also currently Chair of Oceania Healthcare Limited
and 2degrees Group Limited, Director of EBOS Group subsidiaries
in New Zealand and Member, Marsh New Zealand Advisory Board.
She is also a former Chair of Skellerup Holdings Limited, Ports
of Auckland Limited, Meritec Group, Industrial Research, Life
Pharmacy Limited, former director of Air New Zealand Limited,
the Health Funding Authority, Sanford Limited, the Yellow Group
of Companies and Tennis Auckland Region Incorporated, former
Deputy Chairman of Public Trust, former board member of Sport
NZ, former member of the Pharmaceutical Management Agency
(Pharmac), former Commissioner for both the Commerce and
Earthquake Commissions, former external monetary policy
adviser to the Governor of the Reserve Bank of New Zealand,
a former president of the Institute of Directors Inc and former
Chief Executive of the Caxton Group of Companies.
The Board considers Elizabeth Coutts is an Independent Director
as referred to in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
a director must not hold office without re-election past the third
annual meeting following the director’s appointment, or 3 years,
whichever is longer.
Ms Coutts retires in accordance with NZX Listing Rule 2.7.1 and
ASX Listing Rule 14.4, and offers herself for re-election.
Resolution 4
Non-executive director remuneration
This resolution is put to shareholders in accordance with NZX
Listing Rule 2.11.1 and ASX Listing Rule 10.17 and relates to the
maximum aggregate fees payable to all non-executive directors.
At present the maximum fee pool for non-executive directors
is $1,643,250 per annum, as approved by shareholders at the
Company’s annual meeting on 24 October 2023. It is proposed to
increase this amount by $166,750 to $1,810,000 per annum,
being a 10.15% increase.
The increase proposed is broken down as follows:
• a $27,200 or 7.7% increase to the Chair fee and a $8,600 or 4.9%
increase to the director fee;
• increases to Board committee (Committee) fees, per the
following amounts and percentages:
> a $1,000 or 2.4% increase to the Chair of Audit & Risk
Committee fee;
> a $500 or 2.4% increase for Member of Audit & Risk Committee
fees;
> a $4,350 or 12.6% increase to the Chair of Remuneration
Committee fee; and
> a $2,175 or 12.6% increase for Member of Remuneration
Committee fees.
In addition, the fee pool would include:
> a special exertion fee pool of $78,750 which remains
unchanged; and
> an unallocated amount (or buffer) of $77,250 to allow for future
modest fee growth and to support the Board’s renewal efforts.
The Company is seeking the approval of shareholders to increase
the maximum fee pool for non-executive directors for the following
reasons:
• the Company has experienced further growth and resilient
financial performance since the director fee pool was last
approved by shareholders in 2023. In FY2024, EBOS recorded
revenue of A$13.2 billion and underlying NPAT of A$303.4
million (an increase of 7.8% and 7.7%, respectively compared to
FY2023). The Company’s operations continue to grow in size
and complexity particularly as a result of the acquisition of
LifeHealthcare and increased investment in Southeast Asia
following the exercise of an option to increase its interest in
Transmedic Pte Limited from 51% to 90% and an additional
bolt-on acquisition. As a consequence of this, and other factors
such as extensive compliance and governance requirements,
there continues to be a significant and increasing workload
for directors (including an increase in the workload for each
Committee). The directors continue to attend a number of out
of cycle meetings, in addition to the scheduled meetings for the
Board and each Committee (for example, there was a total of
four additional out of cycle Board meetings in the financial year
ended 30 June 2024);
• to ensure that the Company will be able to offer competitive
fees to attract and retain non-executive directors of a high
calibre from New Zealand, Australia and internationally.
The Group’s operations are primarily in Australia and in order
to attract directors that are Australian-based, or that have
significant Australian experience, the Group must offer fees
that are competitive in that market. In addition, the Group has
continued to expand its operations into a number of Southeast
Asian countries. The Board considers that it is important to set
fees that are attractive to suitably qualified candidates that are
based in that region or that have significant experience in that
region;
• increasing the maximum fee pool would allow for a modest
unallocated pool (or buffer) that would allow for some increases
to director fees without the need to seek shareholder approval.
The unallocated amount of $77,250, excluding the Special
Exertion fee of $78,750, reflects less than 5% of the total fee pool.
This is well below the 20% unallocated buffer which an external
party (PayIQ) found was more commonly observed. Further
details regarding the benchmarking exercise undertaken by
PayIQ is set out below. This unallocated amount would allow
flexibility for Directors and Board Chair fees to have further,
modest increases at a later date, without further shareholder
approvals being required; and
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Notice of Annual Meeting 2024
Officer30 June 2024Post shareholder approvalAmount of proposed increase
Chair$352,800$380,000$27,200
Director (other than Chair)$176,400$185,000$8,600
Chair of Audit & Risk Committee$42,000$43,000$1,000
Chair of Remuneration Committee$34,650$39,000$4,350
Member of Audit & Risk Committee $21,000$21,500$500
Member of Remuneration Committee$17,325$19,500$2,175
Special Exertion fee pool$78,750$78,750Nil
UnallocatedN/A$7 7, 250$7 7, 250
All amounts expressed in New Zealand dollars. The amounts are inclusive of superannuation contributions (if applicable).
• the proposed increase to fees would bring all Director and Chair
Fees within 1% of the median referred to by PayIQ, with the
exception of the Remuneration Committee member fees which
would be 3% from the benchmark median.
The Board considers, in light of the above factors, that the
proposed increased fees pool is fair and reflective of market
conditions.
The table below sets out the director and Committee fees and
other elements of the proposed fee pool expressed on a per
annum basis as at 30 June 2024, the expected fee allocations
should the increase in the fee pool be approved, and the amount
of the increase proposed.
As per current practice, any fees paid out of this special exertion
fee pool will be clearly reported each year (including the rationale
for all payments out of this special exertion fee pool). As noted
in the 2024 Annual Report, no special exertion fees were paid in
FY2024.
PayIQ benchmarking process
The Board has been consistent in its commitment to setting
non-executive director fees in a transparent manner. It appointed
PayIQ to prepare the Independent Report https://www.ebosgroup.
com/payiq-independent-report. In summary, PayIQ found that:
• the EBOS non-executive director pool of $1,643,250 sits around
the 25th percentile of the Benchmarking Peer Group (as that
term is defined in the Independent Report). In addition, the
projected fees provided by EBOS provides limited headroom
under the existing non-executive director fee pool cap of 5%.
Headroom of up to 20% of a non-executive director fee pool is
more commonly observed;
• FY2023 saw pay increases for chairs and other non-executive
directors of S&P/ASX 300 companies, with median total
remuneration rising by 8.1% for chairs and 6.6% for non-executive
directors. PayIQ expect this trend to continue due to increased
corporate responsibility, broader stakeholder considerations,
complexity of the role and “catching up” of fee freezes/
temporary reductions during Covid-affected years; and
• compared to the Benchmarking Peer Group:
> EBOS Board Chair and Board member fees and Board
Committee Chair and Board Committee member fees are
positioned at or below the median; and
> the aggregate fee pool is positioned at the 25th percentile.
Listing Rules notes
No securities have been issued to any non-executive director
under ASX Listing Rules 10.11 or 10.14 with shareholder approval
within the last three years.
Under NZX Listing Rule 6.3.1, the non-executive directors
(being all of the current directors of the Company) and their
Associated Persons (as that term is defined in the NZX Listing
Rules) are precluded from voting in respect of this Resolution.
This does not however prevent a non-executive director who has
been appointed as a proxy or a voting representative by another
person who is not disqualified from voting, or an Associated
Person of a non-executive director, from voting in respect of the
shares held by that other person in accordance with the express
instructions of that other person.
In accordance with the ASX Listing Rules, the Company will
disregard any votes cast in favour of Resolution 4 by or on behalf
of: (i) the directors; and (ii) an associate (as that term is defined in
the ASX Listing Rules) of any of the directors. However this does
not apply to a vote cast in favour of Resolution 4 by: (i) a person
as a proxy or attorney for a person who is entitled to vote on the
resolution, in accordance with the directions given to the proxy or
attorney to vote on the resolution in that way; (ii) the Chair as proxy
or attorney for a person who is entitled to vote on the resolution,
in accordance with a direction given to the Chair to vote on the
resolution as the Chair decides; or (iii) a holder acting solely in a
nominee, trustee, custodial or other fiduciary capacity on behalf
of a beneficiary provided the following conditions are met: (A) the
beneficiary provides written confirmation to the holder that the
beneficiary is not excluded from voting, and is not an associate of
a person excluded from voting, on the resolution; and (B) the holder
votes on the resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
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Notice of Annual Meeting 2024
ebosgroup.com
Resolution 5
Auditor’s remuneration
Deloitte is automatically reappointed as the auditor of the
Company under section 207T of the Companies Act 1993. Pursuant
to section 207S of the Companies Act 1993, this resolution
authorises the directors to fix the fees and expenses of the auditor.
Attendance
All shareholders are entitled to attend and vote at the meeting
or to appoint a proxy, attorney or representative (in the case of a
corporate shareholder) to attend and vote on their behalf.
Voting
Voting on all resolutions put before this Annual Meeting will be by
poll. Results of voting will be available after the conclusion of the
Annual Meeting and will be notified on NZX and ASX.
If you are attending at the Park Hyatt in Auckland, you may vote
using a voting card provided to you at the meeting or via the
Computershare Meeting Platform.
All resolutions are to be voted on as ordinary resolutions, meaning
that they require approval by a simple majority of the votes of
those shareholders entitled to vote and voting on the question.
Proxies
The appointment of a proxy must be made online at
www.investorvote.co.nz or, if you complete the accompanying
proxy form enclosed with this notice in accordance with the
instructions set out in the form, received by Computershare by no
later than 2pm (New Zealand time), on Monday 21 October 2024.
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chair of the Annual Meeting is willing to act as a
proxy for any shareholder who appoints that person for that
purpose. To do this, enter “the Chair” or the name of your proxy in
the space allocated in “Step 1” of this form. Alternatively, you can
appoint a proxy online at www.investorvote.co.nz. An appointed
proxy need not be a shareholder of the Company.
If in appointing your proxy you do not name a person as your
proxy (either online or on the proxy form), or your named proxy
does not attend the meeting, the Chair of the Annual Meeting
will be your proxy and may vote only in accordance with your
express direction. ASX Listing Rule 14.2.2 requires the Company to
state how the Chair will vote undirected (discretionary) proxies.
The Chair will vote all undirected proxies in favour of all of the
resolutions.
4

Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:00pm on Monday, 21 October 2024.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Hybrid meeting
The hybrid meeting will be accessible on both desktop and mobile devices. Please
refer to the Virtual Meeting Guide that accompanies the Notice of Meeting. If you
appoint a proxy to cast your vote, you are still able to attend the Annual Meeting via
the Computershare Meeting Services web platform, however, you will not be able to
cast your votes held by your proxy.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint a proxy. The Chair
of the Annual Meeting is willing to act as a proxy for any shareholder who appoints
that person for that purpose. To do this, enter ‘the Chair’ or the name of your proxy in
the space allocated in ‘Step 1’of this form. Alternatively you can appoint a proxy
online at www.investorvote.co.nz. An appointed proxy need not be a shareholder of
the Company.
If in appointing your proxy, you do not name a person as your proxy (either online or on
this Proxy Form), or your named proxy does not attend the meeting, the Chair of the
Annual Meeting will be your proxy and may vote only in accordance with your express
direction. ASX Listing Rule 14.2.2 requires the Company to state how the Chair will vote
undirected (discretionary) proxies. Subject to the voting restrictions set out in the notice
of meeting (with respect to resolution 4), the Chair will vote all undirected proxies in
favour of the resolutions.
Voting of your Holding
Direct your proxy how to vote by marking one of the boxes opposite each item of business.
If you do not mark a box your proxy may vote as they choose. If you mark more than one
box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or
proxy is to attend the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced with this Proxy Form.
Companies
This form must be signed by a Director jointly with another Director, or a Sole Director can
sign alone. Please sign in the appropriate place and indicate the office held.
Comments and questions
If you have any comments or questions for the Company, please write them on a separate
sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission via the Computershare Meeting Services web platform.
Proxy contact Details (Phone): and (Email):
Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy/Corporate Representative Form
hereby appoint of
or failing him/herof
I/We being a shareholder/s of EBOS Group Limited
or failing him/her, or if no person is named, the Chair of the Annual Meeting
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders
of EBOS Group Limited to be held at the Park Hyatt Auckland, 99 Halsey Street, Auckland, New Zealand and online via the Computershare Meeting Platform at
https://meetnow.global/nz on Wednesday, 23 October 2024, commencing at 2:00pm New Zealand time and at any adjournment of that meeting.
Proxy
Discretion
Ordinary Resolution
1.
It is resolved that Matthew Muscio be elected as a director of the Company, with effect from 1 January 2025.
2.
It is resolved that Tracey Batten be re-elected as a director of the Company.
3.
It is resolved that Elizabeth Coutts be re-elected as a director of the Company.
4.
It is resolved that, pursuant to NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17, the total remuneration for
non-executive directors be increased by $166,750 from $1,643,250 to $1,810,000 per annum with effect from
1 July 2024.
5.
It is resolved that the directors of the Company be authorised to fix the fees and expenses of Deloitte as auditor
of the Company.
For
Against
Abstain
Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
STEP 2
Annual Meeting of Shareholders of EBOS Group Limited to be held
at the Park Hyatt Auckland, 99 Halsey Street, Auckland, New Zealand
and online via the Computershare Meeting Platform at
https://meetnow.global/nz on Wednesday, 23 October 2024,
commencing at 2:00pm New Zealand time.
ATTENDANCE SLIP
Signature of Securityholder(s) This section must be completed.
SIGN
Securityholder 1Securityholder 2 Securityholder 3
or Sole Director/Directoror Director (if more than one)
Contact Name Contact Daytime Telephone Date

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.