Letter to the ASX: Results of the InvoCare AGM - 20 May 2016

1 September, 2003

20 May 2016

The Manager

ASX Markets Announcements Office Australian Securities Exchange Limited Level 4, Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir

InvoCare Limited - Results from Annual General Meeting

The Annual General Meeting of InvoCare Limited was held today.

The following resolutions were approved by way of a poll. A summary of the the votes cast on a poll is set out in the Appendix.

Resolution 1 - Adoption of Remuneration Report

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

Resolution 2 - Re-election of Richard Fisher

"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 - Election of Joycelyn Morton

"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."

Resolution 4 - Approval of the grant of performance rights and options to Martin Earp for the 2016 financial year

"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."

Resolution 5 - Approval of STI termination benefits to Andrew Smith

"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 - Approval of LTI termination benefits to Andrew Smith

"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."

Yours faithfully,

Phillip Friery

Company Secretary

Encl.

Appendix Annual General Meeting Friday, 20 May, 2016

Resolution	Manner in which the security holder directed the proxy to vote (as at proxy close):				Manner in which votes were cast in person or by proxy on a poll (where applicable)
	Votes For	Votes Against	Votes Discretionary	Votes Abstain	For	Against	Abstain
1 - Adoption of Remuneration Report	46,963,495 90.9%	2,647,257 5.1%	2,076,554 4.0%	318,917	48,502,052 93.6%	3,325,381 6.4%	318,917
2 - Re-election of Richard Fisher	47,003,221 89.6%	3,358,358 6.4%	2,073,083 4.0%	182,202	49,335,392 93.6%	3,358,358 6.4%	182,202
3 - Election of Joycelyn Morton	49,954,423 95.3%	392,318 0.7%	2,085,093 4.0%	185,030	52,298,604 99.3%	392,318 0.7%	185,030
4 - Approval of the grant of performance rights and options to Martin Earp for the 2016 financial year	47,415,721 90.5%	2,877,086 5.5%	2,071,155 4.0%	252,901	49,085,041 93.3%	3,536,509 6.7%	252,901
5 - Approval of STI termination benefits to Andrew Smith	48,022,574 91.9%	2,181,080 4.1%	2,074,548 4.0%	338,662	50,335,167 95.8%	2,202,123 4.2%	338,662
5 - Approval of LTI termination benefits to Andrew Smith	27,834,648 53.2%	22,381,459 42.8%	2,066,528 4.0%	334,229	30,130,546 57.3%	22,411,177 42.7%	334,229