Sigma Healthcare : Notice of Meeting and Proxy 2023

Wednesday 17 May 2023

NOTICE IS GIVEN that the Annual General Meeting of Sigma Healthcare Limited (Company or Sigma) will be held at 11.00am Australian Eastern Standard Time on Wednesday, 17 May 2023 at Fitzroy Ballroom, Sofitel, 25 Collins Street Melbourne Victoria 3000 (Meeting).

If it becomes necessary to make further alternative arrangements for holding the Meeting, the Company will ensure that Shareholders are given as much notice as possible. Further information will be made available on the Company's website at sigmahealthcare.com.auor on the Australian Securities Exchange (ASX).

Items of Business

1. Chair's Address
2. Financial Statements and Reports

To receive and consider the Company's Financial Report and Directors' and Auditor's Reports for the year ended 31 January 2023.

3 Remuneration Report

Resolution 1 - Adoption

of Remuneration Report

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

"That the Remuneration Report for the year ended 31 January 2023 contained in the Company's 2023 Annual Report, be adopted."

The vote on this resolution is advisory and does not bind the Company or its Directors.

(Refer to Explanatory Notes for Voting Exclusions applying to this resolution).

1. Resolution 3 - Re-election of Ms Kathryn (Kate) Spargo
   To consider, and if thought fit, pass the following ordinary resolution:
   "That, Ms Kathryn (Kate) Spargo, who retires by rotation in accordance with Rule 3.6 of the Company's Constitution and, being eligible, offers herself for re-election, be re-elected as a Director of the Company."
2. Resolution 4 - Re-election of Mr Neville Mitchell
   To consider, and if thought fit, pass the following ordinary resolution:
   "That, Mr Neville Mitchell, who was appointed by the Directors on 2 February 2023, automatically retires in accordance with Rule 3.3(a) of the Company's Constitution, and, being eligible, offers him- self for re-election, be re-elected as a Director of the Company."
3. Resolution 5 - Re-election of Ms Annette Carey
   To consider, and if thought fit, pass the following ordinary resolution:
   "That, Ms Annette Carey, who was appointed by the Directors on 1 April 2023, automatically retires in accordance with Rule 3.3(a) of the Company's Constitution, and, being eligible, offers herself for re-election,
   be re-elected as a Director of the Company."

4 Re-election of Directors

4.1Resolution 2 - Re-election of Ms Christine Bartlett

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

"That, Ms Christine Bartlett, who retires by rotation in accordance with Rule 3.6 of the Company's Constitution and, being eligible, offers herself for re-election, be re-elected as a Director

of the Company."

5.3Resolution 8 - Potential retirement benefits to Managing Director and Chief Executive Officer

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

"That, for the purposes of sections 200B, 200C and 200E of the Corporations Act 2001 (Cth), and for all other purposes, the giving of benefits to the Managing Director and Chief Executive Officer, Mr Vikesh Ramsunder, in connection with Mr Vikesh Ramsunder ceasing to hold a managerial or executive office in the Company or a related body corporate or in connection with the transfer

of the whole or any part of the undertaking or property of the Company or a related body corporate, be approved on the terms set out in the Explanatory Notes accompanying the Notice of Meeting."

(Refer to Explanatory Notes for Voting Exclusions applying to this resolution)

To consider and, if thought fit, pass the following resolution as a special resolution:

6 Resolution 9 - Amendment of Rule 3.6 of Company's Constitution - re-election of Directors

To consider and, if thought fit, pass the following resolution as a special resolution:

That, the Company modify its Constitution with effect from the date of the Meeting by replacing rule 3.6 of its constitution with the new rule set out below and deleting rule 3.7 and replacing it with 'Not used':

Clause 3.6 Rotation of Directors

1. No Director (other than the Managing Director who is exempted in accordance with rule 7.2) may hold office without re-election beyond:
2. 1. the third annual general meeting following the meeting at which the Director was last elected or re-elected; or
   2. the third anniversary of the day on which the Director was last elected or re-elected,

whichever is longer.

1. To the extent that the Listing Rules require an election of directors to be held and no Director would otherwise be required to submit for election or re-election, the Director to retire at an annual general meeting is any Director who wishes to retire and stand for re-election, otherwise it is the Director who has been longest in office since their last election, but, as between persons who were last elected as Directors on the same day, those to retire must be determined by lot, unless they otherwise agree between themselves.

Explanatory Notes

The Explanatory Notes attached to this Notice are incorporated into and form part of this Notice. A detailed explanation of the background and reasons for the proposed resolutions are set out in the Explanatory Notes.

Information for Shareholders:

The Meeting will be conducted as

a physical event. You can participate by attending in person at Sofitel, 25 Collins Street, Melbourne, Victoria 3000 or if unable to attend, you may view a webcast of the meeting by logging in online at https://meetings.linkgroup. com/SIG23 (please refer to details in the Virtual Annual General Meeting Online Guide). The webcast will not allow for real-time interactions, but Shareholders will be able to submit questions ahead of time.

Shareholders of the Company

For the purpose of voting at the Meeting, the Board has determined that persons holding Shares in the Company which are listed for quotation on the ASX at 7.00pm (Melbourne time) on Monday, 15 May 2023 will be treated as Shareholders of the Company.

Appointment of proxies

Proxies may be appointed for the Meeting. Please note that:

• a Shareholder entitled to attend and vote at the Meeting is entitled to appoint no more than two proxies to attend and vote on behalf of the Shareholder. Where two proxies are appointed, each proxy may be appointed to represent a specified number of votes or proportion of the Shareholder's voting rights. If no number or proportion is specified,

each proxy may exercise half of the votes;

• a proxy need not be a Shareholder of the Company and may be an individual or a body corporate;
• a Shareholder that is a body corporate or a body corporate appointed as
  a Shareholder's proxy may appoint a representative under section 250D of the Corporations Act
  2001 (Cth) (Corporations Act) to exercise any of the powers the body corporate may exercise as a proxy at the Meeting. The representative must provide evidence of their appointment, including any authority under which the appointment is signed, unless it has previously been provided to the Company;
• where a proxy and the Shareholder both attend the Meeting, the proxy's authority to speak and vote at the Meeting is suspended while the Shareholder is present at the Meeting;
• if a Shareholder appoints a KMP (as defined in the Explanatory Notes) as proxy, the KMP will not be able to cast the Shareholder's votes on Resolutions 1, 6, 7 and 8 unless the Shareholder directs the KMP how to vote or the Chair of the Meeting is appointed as proxy. If a Shareholder appoints the Chair as their proxy (or the Chair is appointed proxy by default) and the Shareholder does not direct the Chair how to vote, then by signing and returning the proxy form the Shareholder will be expressly authorising the Chair to exercise
  the proxy for the relevant Item even though the Item is connected with the remuneration of the KMP; and
• if a Shareholder appoints the Chair of the meeting as proxy and does not specify how the Chair is to vote on an item of business, the Chair will vote (if permitted under the proxy form and subject to any applicable voting restrictions), as proxy in favour of the resolution.

Joint holders

In the case of joint holders of shares any one of the joint holders may vote at any meeting as if that holder were the sole owner of the share, but if more than one of such joint holders submits a vote, the vote of the first named of the joint holders in the Register of Members, whether submitted in person or by proxy or by attorney or in any other approved means, will be accepted to the exclusion of the votes of the other joint holder(s).

Lodgement of proxy forms

A proxy form accompanies this Notice of Meeting. To be effective, the completed proxy form and the power of authority (if any) under which the proxy form is signed or a certified copy of the relevant authority must be received by the Company at least 48 hours before the start of the Meeting (that is, by 11.00am (Melbourne time) on Monday, 15 May 2023.

Proxies (and, if applicable, authorities) may be returned:

By mail:

Link Market Services Limited

Locked Bag A14

Sydney South NSW 1235

By hand:

Link Market Services Limited

Level 12, 680 George Street

Sydney 2000

By facsimile:

+61 2 9287 0309

Online:

at www.linkmarketservices.com.au

Shareholders who do not plan to participate in the Meeting are encouraged to complete and return a proxy form or lodge a proxy online before the deadline listed above, for each of their holdings of Company's shares.

If you wish to post a proxy form, please be aware of current postal timeframes.

Poll

Voting on all items will be determined by a poll at the Meeting. Shareholders not participating in the Meeting may use the enclosed proxy form accompanying this Notice or vote online before the deadline listed above.

Shareholder questions

Shareholders are able to submit written questions in advance of the Meeting. To submit a written question, please complete and return the accompanying form, or submit the question online, in accordance with the instructions on the form. The form must be received by the Company no later than Wednesday 10 May 2023 (five business days before the Meeting date). Questions should relate to matters that are relevant to the business of the Meeting as outlined in the Notice.

Results of the meeting

Voting results will be announced on the ASX as soon as practicable after the Meeting and will also be made available on the Company's website at sigmahealthcare.com.au.

By Order of the Board

Kara McGowan

General Counsel & Company Secretary 6 April 2023

Explanatory Notes

The following explanatory notes (including any annexures) have been prepared to provide information to shareholders about the items

of business set out in the Notice and form part of that Notice.

Item 2 - Financial Statements and Reports

The Corporations Act requires the Directors to lay before the Meeting the Financial Report, Directors' Report and the Auditor's Report for the financial period ended 31 January 2023.

Shareholders have been provided with relevant information concerning the Company's financial statements in the Annual Report of the Company for the year ended 31 January 2023. The Annual Report is available on the Company's website and has been dispatched to Shareholders who have elected to receive a hard copy. A copy of the financial statements and the associated reports will also be tabled at the Meeting.

There is no requirement either in the Corporations Act or the Company's Constitution for Shareholders to vote on the reports (excluding the Remuneration Report). However, Shareholders will be given a reasonable opportunity to ask questions and make comments on these reports at the Meeting and on the management of the Company.

The Company's auditors will be present at the meeting to respond to any questions in relation to the conduct of the audit and the preparation and content of the Auditor's Report.

Item 3 - Remuneration Report (Resolution 1)

The Corporations Act requires a resolution to be put to Shareholders for the adoption of the Remuneration Report and a reasonable opportunity for Shareholders to comment

on and ask questions about the Remuneration Report.

The Remuneration Report is contained in the Annual Financial Report. Copies of the Annual Financial Report, including the Remuneration Report, are available on the Company's website at www.sigmahealthcare.com.auor may be obtained from the Office of the Company Secretary by telephoning (03) 9215 9215.

The Remuneration Report includes:

• an explanation of the Company's policy for determining the remuneration
  of the Key Management Personnel of Sigma Healthcare Limited consolidated group (KMP);
• a discussion of the relationship between that policy and the Company's performance;
• prescribed information regarding KMP; and
• where any element of the remuneration of a member of the KMP depended on the satisfaction of a performance condition, a summary of that performance condition.

Directors' Recommendation

The vote on this resolution is advisory and does not bind the Company or its Directors. The Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

Voting Restrictions

The Corporations Act prohibits any votes being cast on Resolution 1 by or on behalf of:

• a member of KMP, details of whose remuneration are included in the Remuneration Report; or
• a closely related party of a member of KMP,
  regardless of whether those votes are cast as a Shareholder, a proxy or in any other capacity, and the Company will disregard any such votes, unless:
• the vote is cast by a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1, and is not cast on behalf of a KMP or a closely related party of a KMP; or
• the vote is cast as a proxy by the Chair of the Meeting and the proxy appointment expressly authorises the Chair to exercise an undirected proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP for the Company.

A closely related party of a member of KMP includes a spouse or child of the member of KMP, a child of the member of KMP's spouse, a dependant of the member of KMP or their spouse, or anyone else in the member of KMP's family who may be expected

to influence the member of KMP or be influenced by the member of KMP in the member of KMP's dealings with the Company consolidated group, or a company the member of KMP controls.

The Chair of the Meeting intends to vote undirected proxies (subject to the instructions set out in the proxy form and any other applicable restrictions) in favour of Resolution 1.

If you are a KMP or a closely related party of a KMP (or are acting on behalf of any such person) and purport to cast a vote that will be disregarded by the Company (as described above), you may commit an offence by breaching the voting restrictions that apply to you under the Corporations Act.

Item 4 - Re-election of Directors

Rule 3.6 of the Company's Constitution requires one-third of the current Directors (excluding the Managing Director), or the whole number nearest one-third, to retire by rotation at each Annual General Meeting. Accordingly, Ms Christine Bartlett and Ms Kathryn (Kate) Spargo, will retire at the Meeting. Being eligible, Ms Christine Bartlett and Ms Kate Spargo offer themselves for re-election.

In addition, Rule 3.3(a) of the Company's Constitution provides that any Director appointed by the Board automatically retires at the next Annual General Meeting following their appointment and is eligible for re-election at that Meeting. Mr Neville Mitchell was appointed by the Board on 2 February 2023, will automatically retire at the Meeting and, being eligible, offers himself for re-election. Ms Annette Carey was appointed to the Board on 1 April 2023, will automatically retire at the Meeting and, being eligible, offers herself for re-election.

Each re-election will be conducted as a separate resolution.