Ramsay Health Care : ASX Announcement - Notice of Annual General Meeting 2017

RAMSAY HEALTH CARE LIMITED

Notice is given that the Annual General Meeting of members of Ramsay Health Care Limited (Company) will be held on Thursday, 16 November 2017 at 10.30am (Sydney time) in the Grand Ballroom 1, Shangri-La Hotel Sydney, 176 Cumberland Street, The Rocks, New South Wales, Australia.

1. Consideration of Reports

   To receive and consider the Financial Report of the Company and its controlled entities and the reports of the Directors and Auditors for the financial year ended 30 June 2017.

2. Adoption of the Remuneration Report

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

   "That the Remuneration Report, which forms part of the Directors' Report for the year ended 30 June 2017, be adopted."

   Note: The vote on this resolution is advisory only and does not bind the Directors or the Company. A voting exclusion statement applies to this resolution (see Item 2 of the Explanatory Notes to this Notice of Meeting).

3. Re-election and Election of Directors
4. Mr Michael Stanley Siddle

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

   "That Mr Michael Stanley Siddle, a Non-Executive Director of the Company, being eligible, is re-elected as a Non-Executive Director of the Company."

   Note: Information about Mr Siddle appears in Item 3.1 of the Explanatory Notes to this Notice of Meeting.

5. Mr Roderick Hamilton McGeoch AO

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

   "That Mr Roderick Hamilton McGeoch AO, a Non-Executive Director of the Company, being eligible, is re-elected as a Non-Executive Director of the Company."

   Note: Information about Mr McGeoch appears in Item 3.2 of the Explanatory Notes to this Notice of Meeting.

6. Mr Craig Ralph McNally

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

   "That Mr Craig Ralph McNally, who was appointed Managing Director of the Company on 3 July 2017, being eligible, offers himself for election as Managing Director of the Company."

   Note: Information about Mr McNally appears in Item 3.3 of the Explanatory Notes to this Notice of Meeting.

7. Grant of Performance Rights to Executive Directors
8. Mr Craig Ralph McNally

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

   "That approval is given for the issue of 47,958 performance rights to the Managing Director, Craig Ralph McNally, under the Ramsay Executive Performance Rights Plan, on the terms and conditions described in the Explanatory Notes to this Notice of Meeting."

   Note: A voting exclusion statement applies to this resolution (see Item 4 of the Explanatory Notes to this Notice of Meeting).

9. Mr Bruce Roger Soden

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

   "That approval is given for the issue of 67,406 performance rights to the Finance Director, Bruce Roger Soden, under the Ramsay Executive Performance Rights Plan on the terms and conditions described in the Explanatory Notes to this Notice of Meeting."

   Note: A voting exclusion statement applies to this resolution (see Item 4 of the Explanatory Notes to this Notice of Meeting).

10. Adoption of New Constitution

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

"That the new Constitution tabled at the meeting, and for the purposes of identification signed by the Chairman of the meeting, be approved and with effect from the close of the meeting, be adopted as the Constitution of the Company in place of, and to the exclusion of, the current Constitution."

Note: Information about the new Constitution appears in Item 5 of the Explanatory Notes to this Notice of Meeting.

By Order of the Board

John D C O'Grady

Group General Counsel & Company Secretary Sydney, New South Wales

Australia

12 October 2017

NOTES
1. Proxies

2. A member entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and vote on the member's behalf. A member entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half the member's votes.

3. A proxy need not be a member of the Company. A body corporate appointed as a member's proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Annual General Meeting. The representative should bring to the meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

4. If:

   • a poll is duly demanded at the Annual General Meeting in relation to a proposed resolution;

   • a member has appointed a proxy (other than the Chairman of the meeting) and the appointment of the proxy specifies the way the proxy is to vote on the resolution; and

   • that member's proxy is either not recorded as attending the meeting or does not vote on the resolution,

     the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for the member for the purposes of voting on that resolution and must vote in accordance with the written direction of that member.

5. Where the Chairman of the meeting is appointed, or is taken to be appointed, as a member's proxy and that member has not specified the way in which he is to vote for Items 2, 4.1 or 4.2, then by signing and returning the proxy form, or by submitting it online, the member is expressly authorising the Chairman of the meeting to exercise the proxy as he decides notwithstanding that the Item is connected with the remuneration of the Company's key management personnel.

6. The Chairman of the meeting intends to cast all available proxies in favour of each item of business.

7. For an appointment of a proxy for the meeting to be effective, the proxy's appointment and the power of attorney (if any) under which it is signed (or satisfactory proof of that power or a certified copy of it), must be received by the Company at the registered office or at the office of the Company's share registry, Boardroom Pty Limited, no later than 10:30 am (Sydney time) on Tuesday 14 November 2017:

By hand:	Boardroom Pty Limited Level 12 225 George St Sydney NSW 2000 Australia
By mail:	Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia
By facsimile:	+61 2 9290 9655
Online Voting:	www.votingonline.com.au/ramsayagm2017