InvoCare : Notice of Annual General Meeting - posted 13 April 2016

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Notice of Annual General Meeting 2015

To be held at PricewaterhouseCoopers,

201 Sussex Street, Sydney, New South Wales Friday 20 May 2016 at 11.00am

The entry to PricewaterhouseCoopers is located the corner of Sussex and Druitt Streets. Please

up the escalator and head towar

is immediately

through

King St Exit

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P

Wynyard

Sussex St

Kent St

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T

P

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Market St

Darling Harbour

George St

Druitt St

Cockle Bay Wharf

Western

Distributor Fwy

PricewaterhouseCoopers 201 Sussex St

Town Hall

Central

INVOCARE LIMITED ABN 42 096 437 393

Chairman's Message

Review Confirms Strategy

InvoCare has once again delivered a healthy financial result for 2015 derived from adherence to its proven business strategy.

The ongoing focus on the core strategic growth pillars embodied in InvoCare's operational strategy enabled the company to continue to grow. The strategy was reviewed and reaffirmed by both the Board and management during 2015.

Operating earnings after tax grew by 6.9% to $49.4 million for the year with a very strong second half performance from the core business operations. Statutory profit after tax, which includes asset sale gains, impairment charges, and the non-cash impact of movements in prepaid contracts funds under management and associated liabilities, increased to $54.8 million.

The financial results for 2015, building, as they do, on the results of previous years, confirm the integrity of the Company's existing strategy. Those results also give the company the confidence to continue exploring the possibility of acquisitions

in its existing markets, albeit that those possibilities might be more constrained than in the past, and to identify opportunities for greenfield developments. Additionally, and importantly, the results give the company the assurance that, subject to appropriate disciplines, it has the capacity to pursue

new core markets of the kind currently being investigated in the USA.

Of course, this activity is sustained by the company's ongoing and core business. The engagement of Martin Earp as the Company's CEO has permitted it to review those activities with the benefit, so to

speak, of a fresh pair of eyes. The strategic review which Martin led late in the course

of 2015 has identified ways in which those business activities might be conducted more profitably and the means by which the

company might secure a greater return from its existing assets.

2015 saw of period of Board renewal with Roger Penman who had been on the Board since 2005 standing down due to personal circumstances. Roger has been replaced

by Joycelyn Morton, who joined the Board during the year, as Chair of the Audit, Risk

& Compliance Committee. Aliza Knox also resigned from the Board during the year

and has not been replaced. On behalf of the Board and all shareholders I would like to thank both Roger and Aliza for the extensive contributions to InvoCare.

All the management and staff of InvoCare deserve a special thank you for delivering solid financial results during 2015. The Board, during its visits to various operational locations, continues to be impressed by the professionalism, dedication and sense of vocation of InvoCare's personnel.

I look forward to InvoCare's continued successful growth and the ongoing success of its core business operations in Australia,

New Zealand and Singapore as well as the growth of its recently established US

operations as this market is entered for the first time.

I personally encourage all shareholders to attend the Annual General Meeting to hear more about the 2015 results, receive an update on 2016 trading to date and hear about strategies for the future. Everyone who attends will have the opportunity to raise issues of interest or concern.

Richard Fisher AM

Chairman

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Operating Earnings

$49.4m

Operating earnings after tax grew by 6.9% to $49.4 million for the year.

Dividends

4.1%

Increase of total dividends for the year to 38 cents per share.

Cash conversion ratio

97%

Strong operating EBITDA to cash conversion ratio.

Five year Financials

$'000	2015	2014	2013	2012	2011
Revenue from external customers	436,371	413,011	385,352	368,652	321,113
Operating EBITDA	105,426	101,082	95,072	93,026	81,802
Operating EBITDA margin	24.2%	24.5%	24.7%	25.2%	25.5%
Operating earnings after tax*	49,366	46,191	42,498	42,479	36,406
Operating earnings per share (cents)	45.1	42.2	38.9	38.8	34.5
Profit after tax attributable to members	54,844	54,515	48,869	44,479	27,012
Earnings per share (cents)	50.1	49.8	44.7	40.6	25.6
Dividend paid in respect of the financial year (cents)	38.00	36.5	34.5	34.0	29.75
Ungeared, tax free operating cash flow	102,618	104,721	105,170	86,416	75,120
Proportion of EBITDA converted to cash	97%	106%	110%	95%	92%
Actual capital expenditure	22,035	26,665	19,264	18,412	16,723
Net debt	222,093	218,864	215,057	217,136	209,114
Operating EBITDA/Net interest (times)	8.8	8.0	6.8	6.7	6.7
Net debt/EBITDA (times)	2.1	2.2	2.3	2.3	2.5
Funeral homes (number)	231	234	237	232	226
Cemeteries and crematoria (number)	16	14	14	14	14
Employees (full-time equivalents)	1,557	1,532	1,470	1,470	1,430
Prepaid contract sales per 100 redemptions	115	108	115	116	122

* Operating earnings after tax excludes the net gain/(loss) on undelivered prepaid contracts, gain/(loss) on sale, disposal or impairment of non-current assets and non-controlling interests.

InvoCare Notice of Meeting 2015 3

InvoCare Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of members of InvoCare Limited (Company) will be held at the offices of PricewaterhouseCoopers, 201 Sussex Street, Sydney, New South Wales on Friday 20 May 2016 at 11.00am.

Ordinary business

Item A - Financial reports

To receive and consider the Financial Report, Directors' Report and Independent Audit Report of the Company and its controlled entities for the year ended 31 December 2015.

Item B - Adoption of remuneration report

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

Resolution 1

"That the Remuneration Report (which forms part of the Directors' Report) for the year ended 31 December 2015 be adopted."

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

Item C - Election of directors

To consider and, if thought fit, to pass the following ordinary resolutions:

Resolution 2

"That Richard Fisher, who retires by rotation in accordance with the Company's Constitution, be re-elected as a director of the Company."

Resolution 3

"That Joycelyn Morton, 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."

Item D - Approval of the grant of performance rights and options to Martin Earp for the 2016 financial year

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

Resolution 4

"That approval be given, for the purposes of Rule 10.14 of the ASX Listing Rules, and for all other purposes, for the Company to grant to Mr Martin Earp, currently the Chief Executive Officer and Managing Director

of the Company (Mr Earp), Performance Rights and Options to a value of $513,000 for the 2016 financial year in accordance with the rules of the Performance Long Term Incentive Plan and as set out in the

Explanatory Notes accompanying this Notice of Annual General Meeting."

Item E - Approval of termination benefits to Andrew Smith

To consider and, if thought fit, to pass the following ordinary resolutions:

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Resolution 5

"That approval be given, for the purposes of Sections 200B and 200E of the Corporations Act and for all other purposes, for the Company to pay and provide to Mr Andrew Smith, the Company's former Managing Director and Chief Executive Officer (Mr Smith), in connection with his cessation of employment with the Company, termination benefits being a short term incentive cash payment of $44,072, as described in the Explanatory Notes accompanying this Notice of Annual General Meeting."

Resolution 6

"That approval be given, for the purposes of Sections 200B and 200E of the Corporations Act and for all other purposes, for the Company to pay to Mr Smith, in connection with his cessation of employment with the Company, termination benefits being cash

in lieu of long term incentive shares as calculated and described in the Explanatory Notes accompanying this Notice of Annual General Meeting."

Explanatory Notes

Item A - Financial reports

The Corporations Act requires the Financial Report (which includes the financial statements and Directors' Declaration), the Directors' Report and the Independent Audit Report of the Company to be laid before the Annual General Meeting.

There is no requirement either in the Corporations Act or in the Company's Constitution for shareholders to approve the Financial Report, the Directors' Report or the Independent Audit Report. Shareholders will be given a reasonable opportunity at

the meeting to ask questions and make comments on these reports.

Item B - Adoption of remuneration report

Resolution 1 - Adoption of remuneration report

In accordance with Section 250R(2) of the Corporations Act, the Remuneration Report is put to shareholders for adoption. The Remuneration Report is set out on pages 29 to 41 inclusive of the 2015 Annual Report and is available on the Company's website at www.invocare.com.au.

The vote on this resolution is advisory only and does not bind the directors or the Company. Shareholders will be given a reasonable opportunity at the meeting to ask questions and make comments on the Remuneration Report.

Voting Exclusion Statement

In accordance with the Corporations Act, a vote on Resolution 1 must not be cast (in

any capacity) by or on behalf of any member of the key management personnel of the Company, details of whose remuneration are included in the Remuneration Report, or a closely related party of such a member.

However, such a person described above may cast a vote on Resolution 1 if:

1. the person does so as a proxy appointed by writing that specifies how the proxy is to vote on Resolution 1; or

2. the person is the Chairman of the Meeting and the appointment of the Chairman as proxy:

3. does not specify the way the proxy is to vote on the resolution; and

4. 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.

Item C - Election of directors

Resolution 2 - Re-election of Richard Fisher

Richard Fisher retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election.

Qualifications of Richard Fisher AM MEc LLB

Richard Fisher has been a director of InvoCare Limited since 24 October 2003. He was appointed Chairman of the Board on 22 October 2013. He is currently also Chairman of the Nomination Committee and a member of the People, Culture & Remuneration Committee.

Richard is General Counsel to The University of Sydney and is an Adjunct Professor in

its Faculty of Law. Richard is the immediate past Chairman of Partners at Blake Dawson (now Ashurst) and specialised in corporate law. He is also a director of Sydney Water. Richard is formerly a part-time Commissioner at the Australian Law Reform Commission,

an International Consultant for the Asian Development Bank and a Member of the Library Council of NSW. Richard holds a Master of Economics from the University of New England and a Bachelor of Laws from the University of Sydney.

Independent director

The Board considers Richard Fisher to be an independent director.