M HEALTH LIMITED

ABN 25 009 121 644

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT PROXY FORM

For the Annual General Meeting to be held on Tuesday, 29 November 2005 at 9.00 am (Perth Time) at The Celtic Club, 48 Ord Street, West Perth, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the Annual General Meeting, please complete the enclosed proxy form and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of M Health Limited will be held at:

The Celtic Club 48 Ord Street West Perth WA 6005

Commencing at 9.00 am (Perth Time) on Tuesday, 29 November 2005

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 9.00 am.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Annual General Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number (08) 9481 2690 (International: $\bullet$ $+61894812690$ : or
• deliver it to the registered office of the Company at Level 1, 33 Ord Street, West Perth, Western $\bullet$ Australia.

so that it is received not later than 9.00 am (Perth Time) on Sunday, 27 November 2005.

Your proxy form is enclosed.

M HEALTH LIMITED ABN 25 009 121 644

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of M Health Limited (M Health or Company) will be held at The Celtic Club. 48 Ord Street. West Perth. Western Australia at 9.00 am (Perth Time) on Tuesday, 29 November 2005.

AGENDA

The Explanatory Statement which accompanies and forms part of this Notice describes the matters to be considered at the Meeting.

ORDINARY BUSINESS

Accounts

To consider the financial report and the reports of the Directors and of the Auditor's for the financial vear ended 30 June 2005.

Resolutions

Resolution 1 - Re-election of David Steinepreis as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That David Steinepreis, being a Director of the Company, retiring by rotation in accordance with the Company's Constitution, being eligible and offering himself for re-election, be appointed as a Director of the Company."

Short Explanation: The Constitution requires that at the Annual General Meeting, one-third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

Resolution 2 - Adoption of the Remuneration Report for the year ended 30 June 2005

To consider and put to a non-binding vote the following resolution:

"That the Directors' Remuneration Report required by Section 300A of the Corporations Act, as contained in the Directors' Report of the Company, for the year ended 30 June 2005 be adopted."

SPECIAL BUSINESS

Resolution 3 - Change of Name to Monitor Holdings Ltd

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

"That, for the purposes of Section 157(1) of the Corporations Act and for all other purposes, the name of the Company be changed to "Monitor Holdings Ltd" and the Constitution and all other Company records be amended accordingly."

Short Explanation: The Company proposes to change its name to reflect the proposed change in activities of the Company.

1

By order of the Board

Steinegreis

Gary Steinepreis Director

Perth, Western Australia 20 October 2005

NOTES:

• A Shareholder of the Company who is entitled to attend and vote at a general meeting of Shareholders is $\mathbf{1}$ . entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
• $\overline{2}$ . Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
• $\overline{3}$ . In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 9.00am (WST) on 27 November 2005.

M HEALTH LIMITED ABN 25 009 121 644

EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

$\ddot{\mathbf{1}}$ . GENERAL INFORMATION

This Explanatory Statement has been prepared for the shareholders of the Company in connection with the business to be considered at the Annual General Meeting of the Company.

$\mathbf{I}$ . THE RESOLUTIONS

$1.1$ Resolution 1 - Re-election of David Steinepreis as a Director

In accordance with the Corporations Act, it is a requirement that the Company have, at all times, a minimum of three Directors.

The Company's Constitution requires that one third of the directors retire from office at the Annual General Meeting and if they so desire offer themselves for re-election. The Director to retire from office is that person other than the Managing Director who has been longest in office since last re-elected.

$1.2$ Resolution 2 - Adoption of the Directors' Remuneration Report

Consistent with section 250R of the Corporations Act, the Company submits to shareholders for consideration and adoption by way of a non-binding resolution its Directors' Remuneration Report for the year ended 30 June 2005. At the meeting there will be a reasonable opportunity for discussion of the report.

The Directors' Remuneration Report is a distinct section of the annual Directors' Report which deals with the remuneration of Directors and executives of the Company, if applicable.

The Directors' Remuneration Report includes:

• an explanation of the Board's policies in relation to the nature and level of $\bullet$ remuneration of Directors and executives, if applicable;
• details of any element of the remuneration of Directors and executives that is dependent upon the satisfaction of performance conditions, if applicable;
• details of the total remuneration (as well as a categorised break-down of its components) of each Director of the Company and executives, if applicable

The Directors recommend shareholders vote in favour of the resolution. The Chairman intends to vote undirected proxies in favour of the resolution.

$1.3$ Resolution 3 - Change of name to Monitor Holdings Ltd

Section 157 of the Corporations Act requires the members to pass a special resolution to change the Company's name. Accordingly, Shareholder approval is sought pursuant to this resolution.

The new name proposed to be adopted under Resolution 3 is "Monitor Holdings Ltd".

The Directors believe that this name is more appropriate as the Company is looking at investment opportunities in other business segments as well as its continuing operations in health and life sciences.

ENQUIRIES $2.$

Shareholders are invited to contact the Company Secretary on (08) 9420 9300 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Board means the board of directors of the Company.

Company means M Health Limited (ABN 25 009 121 644).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company.

Explanatory Statement means the explanatory statement to the Memorandum.

Meeting means the meeting convened by the Notice.

Memorandum means this information memorandum.

Notice means the notice of meeting accompanying this Memorandum.

Shareholder means a shareholder in the Company.

M Health Limited ABN 25 009 121 644 PROXY FORM ANNUAL GENERAL MEETING

I/We

being a Member of M Health Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman's nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the annual general meeting to be held at The Celtic Club. 48 Ord Street, West Perth, Western Australia, on Tuesday, 29 November 2005 at 9.00 am (Perth Time) and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box

By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. The Chairman intends to vote undirected proxies in favour of all of the resolutions.

IF YOU DO NOT MARK THIS BOX, AND YOU HAVE NOT DIRECTED YOUR PROXY HOW TO VOTE. THE CHAIR WILL NOT CAST YOUR VOTES ON THE RESOLUTION AND YOUR VOTES WILL NOT BE COUNTED IN CALCULATING THE REQUIRED MAJORITY IF A POLL IS CALLED ON THE RESOLUTION.

M Health Limited ABN 25 009 121 644

Instructions for Completing Proxy Form

• $\ddagger$ . A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• $2.$ A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
• 2 directors of the company:
• a director and a company secretary of the company; or
• for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• $\overline{4}$ . Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.