Notice of Annual General Meeting 2020 Financial calendar about Medibank

We’re a company with health and wellbeing at our core. Contents We beganKey dates as a health insurer and have grown into a About Medibank 1 broaderFull year healthcare results announcement company , committed to delivering20 August 2020 Financial summary 2 affordable healthcare that gives our customers more choice. Business snapshot 3 Ex-dividend share trading commences 2 September 2020 Chairman’s message 4 We’re Recorddelivering date care for final in new dividend ways by collaborating with hospitals,3 September 2020 CEO’s message 5 doctors and governments and driving reform to help reshape Australia’sPayment health date systemfor final .dividend We also offer travel, pet and life24 insurance September 2020 Creating value for our stakeholders 6 COVID-19 support 7 to meetAnnual a wider general range meeting of our customers’ needs. 12 November 2020 Better products and services 8 Our purpose of Better Health for Better Lives is not just words. Better healthcare 12 Half year results announcement February 2021 It’s our commitment to our customers and community and is a Better business 16 Payment date for interim dividend March 2021 Our sustainability highlights 20 driving force for our people. We’re Thefocused above on dates our and strategy payments of differentiating are subject to confirmation. and growing our Operating and financial review 22 privateAny health change insurance will be notified business to the throughAustralian our Securities Medibank Exchange and ahm (ASX). Directors 30 brands and transforming into a broader healthcare company. Executive leadership team 33 Corporate governance statement 35 Directors’ report 45 Remuneration report 48

Financial report 73 Consolidated statement of comprehensive income 74 Enablers Consolidated statement of financial position 75 CorporateBetter Health directory Consolidated statement of changes in equity 76 Purpose People Consolidated statement of cash flows 77 for Better Lives Data insights Notes to the consolidated financial statements 78 Technology Directors’ declaration 121 Vision Everyone in Australia deserves to live their best quality of life Auditor’s independence declaration 122 – for themselves, their communities and future generations Independent auditor’s report 123 Company Share registry Shareholder information 131 Deliver differentiated MedibankContinue Private to improve Limited ExpandComputershare the offering Investor Services Financial calendar 133 Strategic products and services healthcare value for customersPty Limited and pillars Registered Office for customers for customers grow the business Corporate directory 133 720 Bourke Street GPO Box 2975 Docklands Vic 3008 Melbourne VIC 3001

GPO Box 9999 Telephone: Values Customers First MelbourneOwn It, Do VIC It 3001 Show Heart 1800One 998 Team778 (within Australia) Sustainability Report 2020 +61 3 9415 4011 (outside Australia) for a better Telephone: future Health insurance 132Diversified 331 (within insurance Australia) Health computershare.com.auservices This report is part of +61 3 8622 5780 (outside Australia) our suite of reporting Travel insurance Homecare for the 2020 financial medibank.com.au Our Health, Support, Value year. You can find more business Telehealth and digital Annual Report 2020 information about our Pet insurance redefining better performance in our Full Year Results Integrated care Life insurance and coordination 2020 full year results Investor Presentation Simple, Easy, Affordable Investor presentation

Medibank Private Limited Craig Drummond – Chief Executive Officer | Mark Rogers – Chief Financial OfficerABN 47 080 890 259 20 February 2020 & Sustainability Report

Cover – In FY20, we expanded extras cover so customers could claim for virtual consultations for services including physiotherapy Medibank AnnualAnnual Report Report 2020 2020 1 133 Dear Shareholder We are pleased to invite you to attend the annual general meeting (“meeting” or “AGM”) of Medibank Private Limited (“Medibank”) to be held on Thursday 12 November 2020 at 10.30am (Melbourne time). Given the current COVID-19 pandemic, the meeting will be held virtually via https://web.lumiagm.com, or via the Lumi mobile app. Online registration will commence one hour beforehand at 9.30am (Melbourne time).

AGM details As a result of the COVID-19 pandemic and associated public If you are unable to attend the meeting, we encourage you health concerns, and to protect the health and safety of to submit your voting instructions by: shareholders, employees and the community, the Board has • following the instructions on the front of the proxy form to decided to conduct the AGM online this year. Shareholders lodge your proxy electronically at www.investorvote.com.au; will not be able to physically attend the meeting; however, or we encourage all shareholders to participate virtually. • completing the personalised proxy form and returning it to Shareholders and proxyholders can watch the AGM live in Medibank’s share registry. The completed proxy form must real time on the Lumi online platform, which also allows be lodged electronically or be received by no later than shareholders to vote and ask questions or make comments. 10.30am (Melbourne time) on Tuesday 10 November 2020. A dial-in teleconference will also be available for shareholders and proxyholders to listen and ask questions. Information This Notice of Meeting sets out the details of the items of on how to participate using these facilities, including system business of the meeting, as well as voting instructions and requirements, logging in, and how to vote and ask questions, explanatory notes. is provided on page 2 of this Notice of Meeting and in the At the AGM, incoming Chairman, Mike Wilkins, and Chief Virtual Meeting Guide on pages 16-19. You can also find Executive Officer, Craig Drummond, will review the operations this information on Medibank’s website at and performance of Medibank for the year ended 30 June https://www.medibank.com.au/about/investor-centre/ 2020. There will be an opportunity for shareholders to ask annual-general-meeting/. questions about matters relevant to the business of the The meeting will be webcast live and may be viewed at meeting or about Medibank generally. We encourage your https://www.medibank.com.au/about/investor-centre/ participation at the meeting and look forward to providing annual-general-meeting/. The webcast will also be available an informative program. on Medibank’s website shortly after the conclusion of the We hope you are able to join us at the AGM virtually, meeting together with the presentations and voting results. and thank you for your support as a shareholder. Non-shareholders may view the AGM via the webcast. Yours sincerely

Elizabeth Alexander AO Mike Wilkins AO Chairman Incoming Chairman

Notice of Annual General Meeting 2020 1 How to participate in the AGM

The Medibank AGM will be held at • Teleconference: Shareholders and A recording of the meeting will be 10.30am (Melbourne time) on Thursday, proxyholders attending who are unable available on Medibank’s website shortly 12 November 2020 as a virtual meeting. to or do not wish to attend the AGM after the conclusion of the meeting, There are a number of ways to online can listen to the meeting live together with the presentations and participate in the AGM: via teleconference and ask questions voting results. (but not vote) on the telephone. • Online: Shareholders and As this meeting is a virtual meeting, proxyholders are encouraged to • Webcast: Shareholders and non- technology issues may arise. In this participate in the AGM online on shareholders can also watch the scenario, the Chairman has discretion the Lumi platform, where you will meeting live via webcast on the as to whether and how the meeting be able to view the live webcast of Medibank website but will not will proceed, and will have regard to proceedings, ask questions and be able to ask questions or vote the impact of any technical issues on vote. Shareholders will need your using this facility. shareholders and on participation in the shareholder number (SRN/HIN) to business of the meeting. The Chairman The online portal for the AGM will be able to log into the Lumi platform. may issue any instructions for resolving go live on the Lumi platform at The meeting ID will be 386-016-395. the issue and may continue the meeting 9.30am (Melbourne time). if it is appropriate to do so.

How to participate live online Login Vote online Register Meeting ID: 386-016-395 Once polls are open, shareholders and proxyholders can vote through Registration will open at 9.30am Shareholders can watch and the Lumi online platform by clicking (Melbourne time), one hour before participate in the AGM virtually via on the voting icon. the meeting commences. the online platform by using their Shareholders and proxyholders can computer or mobile device. Proxy votes can also be lodged online ahead of the meeting at register for the meeting by logging You will need the meeting ID, your www.investorvote.com.au. For more in with a username and password, username and password to login. as set out below. information on lodging a proxy vote Computer: ahead of the meeting, see page 9 For shareholders, your username Enter the following URL in your of this Notice. is your SRN/HIN. browser (the latest version of Chrome, Your password is: Safari, Internet Explorer 11, Edge or Ask a question online • For Australian shareholders, the Firefox): https://web.lumiagm.com Shareholders and proxyholders can postcode registered on your holding. and enter the meeting ID, your submit questions by clicking on the questions icon, typing their question • For overseas shareholders, username and password. and selecting the 'send' icon. It may not your 'country code', which can Mobile device: be possible to respond to all questions. be found in the Virtual Meeting Download and use the Lumi AGM app More information about asking Guide at the end of this Notice. (available from Apple’s App Store questions is set out in the 'Additional or the Google Play Store). Proxyholders will need to contact information for shareholders' section Computershare Investor Services on You will then need to enter the meeting on page 8 of this Notice. +61 3 9415 4024 during the registration ID, your username, and password. period to obtain a username and More information password. Information for shareholders on Non-shareholders may view the AGM For more information on attendance how to nominate a proxy is set out in the via the webcast, which will be available at and participation, see the Virtual 'Additional information for shareholders' https://www.medibank.com.au/about/ Meeting Guide on pages 16-19 of section on page 9 of this Notice. investor-centre/annual-general-meeting/. this Notice.

How to participate live Shareholders and proxyholders will Asking a question via teleconference need to contact Computershare on Once you have dialled into the Shareholders and proxyholders 1800 998 778 (within Australia) or teleconference using your can dial into a teleconference and +61 3 9415 4011 (overseas) to pre-register pre-registration information, listen to the meeting live and and receive details for the teleconference follow the prompts to ask a ask questions on the telephone. line by 10.30am (Melbourne time) on question. It may not be possible Shareholders will not be able to 10 November 2020. Dial-in details to respond to all questions. vote using the teleconference facility. will be available via Computershare one week before the meeting.

2 Medibank financial summary All data is presented on a statutory basis

% + 10,600 (+0.6%) 26.94 c. $20 million net resident market share in productivity savings policyholder growth (up 4 basis points in FY20)

Dividend Group net profit after tax Composition of 2020 segment ($m) operating profit from continuing operations (%)

cents -0.6 2020 $315.6m $315.0m Medibank per share Health 6.3 2019 $437.7m $458.7m 5.6% final ordinary dividend 2018 $424.2m fully franked $445.1m 2017 $449.5m Health Insurance cents 2016 $417.6m per share 94.4% 12.0 0 100 200 300 400 500 total ordinary dividend fully franked continuing operations discontinued operations Health Insurance operating profit ($m) FY20 total includes loss from discontinued operations 2016 $510.7m 2017 $497.5m 2018 $535.6m 2019 $542.5m 2020 $470.6m Health Insurance segment Health Insurance net claims expense Health Insurance premium revenue (excluding risk equalisation) operating profit ($m) ($m) ($m)

2020 $6,545.6m 2020 $5,539.5m 2020 $470.6m

2019 $6,464.7m 2019 $5,404.6m 2019 $542.5m

2018 $6,319.5m 2018 $5,281.1m 2018 $535.6m

2017 $6,244.9m 2017 $5,276.9m 2017 $497.5m

2016 $6,172.5m 2016 $5,209.3m 2016 $510.7m

0 2,000 4,000 6,000 8,000 0 1000 2000 3000 4000 5000 6000 0 100 200 300 400 500 600

Health Insurance Health Insurance Health Insurance gross margin management expense ratio operating margin (%) (%) (%)

2020 15.5% 2020 8.3% 2020 7.2%

2019 17.1% 2019 8.7% 2019 8.4%

2018 17.3% 2018 8.8% 2018 8.5%

2017 17.1% 2017 9.1% 2017 8.0%

2016 16.6% 2016 8.4% 2016 8.3%

0 5 10 15 20 0 2 4 6 8 10 0 2 4 6 8 10

23 Medibank business snapshot

3.76 million customers at 30 June 2020

customer advocacy

31.8 (+7.0) Medibank % 91% 84 in April 41.2 (+2.7) ahm employee average Service NPS engagement

benefits payable $ 5.5 billion (up 2.5%) to our customers

Services supported

1.3 million 22.7million 500,000 hospital extras surgical admissions services procedures

259 8 ,620 virtual patients received hospital beds in-home care

including around 3,982 1,500 employees health professionals

Headcount at 30 June 2020

Notice of Annual General Meeting 2020 4 page subject to change fro AR chairman’s message

Elizabeth Alexander AO

Our strategy has been the right one to guide a disability by introducing a formal process for major the company through a year that has presented suppliers and partners was recognised. In setting the country with significant health and objectives for 2021 we have introduced a new focus economic challenges. Against this backdrop, on supporting employees with caring responsibilities, we have delivered a sound result. in addition to those on gender equality and employee diversity. By doing so, our business will be stronger. The strength of Australia’s world-class health system has come to the fore in response to the global I have shared the story of Medibank’s transformation COVID-19 crisis. I am proud of the way we responded many times since joining the Board in 2008, and quickly to the needs of our customers and community, my appointment to Chairman five years later. In while ensuring the health and safety of our people. preparation for Medibank’s listing on the Australian Securities Exchange, I invited the community to Despite these challenges, we made good progress on become part of our company and its future. Since then, our transition to a broader healthcare company. And by our focus on our customers has not wavered, nor has working to deliver better outcomes for our customers our commitment to our purpose of Better Health for we have been able to deliver for you, our shareholders, Better Lives. paying a fully franked full year ordinary dividend of 12.0 cents per share. This is consistent with the Over this time, we have transformed our relationship prudent approach the Board follows in regard to with customers and brought a greater focus on playing our capital management and positions us well to a role in their health and wellbeing. We have driven respond to the current environment. stronger customer advocacy each year and advocated for healthcare reform to improve affordability. I am We are increasingly focused on the impact our pleased to see Medibank’s impact on helping to business practices have on our broader community make Australia’s health system stronger and a more and have elevated the importance of sustainability sustainable one for future generations. throughout the business this year. We spoke with shareholder groups, customers, community partners In announcing my retirement from the Board recently, and our people to better understand the issues that I want to express the honour I feel to have served you matter, and these now form the basis of our new over the past 12 years. Thank you to my fellow Board approach, outlined in our first Sustainability Report members, Craig Drummond and the entire Executive which is available on our website. Leadership Team for their stewardship of the company. They lead a committed team of people who We have continued working towards greater diversity strongly believe in Medibank’s purpose and who have and building a more inclusive culture, so that we better helped make it the market leader it is today. I wish new reflect the community we serve. This year Medibank Chairman Mike Wilkins and the Board all the best – I ranked third in the 2019 Access and Inclusion Index, leave the company in good stead and look forward to where our work to improve accessibility for people with what Medibank will continue to achieve in the future.

5 Medibank page subject to change fro AR incoming chairman’s message

Mike Wilkins, AO

I’m very honoured to have been appointed as I look forward to continuing to work with Craig and the next Chairman of Medibank. I’m proud of the Executive Leadership Team as we continue to the role the company plays in the Australian progress our strategy and deliver on our vision of community and the many ways in which we Better Health for Better Lives. On behalf of the assist our customers every day. Board, I hope you can join us for our Annual General Meeting. While circumstances mean we cannot all On behalf of all our shareholders, I’d like to pay be together in the room, I look forward to connecting tribute to the significant contribution that Elizabeth with you online instead. Alexander has made to Medibank during her time as a director and Chairman. She has been integral to the success of the company, having an unwavering focus on how we better meet the needs of customers and the community, whilst also seeking to deliver long-term value for shareholders. On behalf of the entire organisation, I thank Elizabeth for the important role she has played over the last 12 years.

This is a difficult time for all Australians as we deal with COVID-19. Our people have stepped up to the COVID challenge to ensure we continue to focus on the needs of our customers and the community and I am proud of the way we have responded to the pandemic and the resilience our organisation has shown.

Notice of Annual General Meeting 2020 6 Notice of Annual General Meeting 2020 ceo’s message

Craig Drummond

From bushfires to a global pandemic, 2020 education, promotion and support to further embed has been an enormously challenging year health and wellbeing in our customers’ experience. for everyone. Through this time, I am proud Over the past 12 months we also made good progress of how we have responded and managed on our strategy to transform into a broader healthcare the issues within our control. company. Telehealth came into its own this year, with We were clear at the beginning of the COVID-19 the team rapidly scaling up to support the public pandemic that we would respond quickly to our COVID-19 health response. We continued to explore customers’ changing needs. To date our financial ways to provide our customers with greater choice, response exceeds $185 million and we will continue while at the same time alleviating pressure on the to act swiftly in providing further support. health system, health insurance premiums and out-of- pocket costs. Our in-home care programs continued Despite the uncertainty, we increased policyholder to grow and we expanded our no gap joint replacement numbers, grew market share, and continued to pilot to more locations around the country. As part of see improvement in customer advocacy across this, we acquired a 49% minority shareholding in East both our Medibank and ahm brands. Sydney Private Hospital to help the hospital and its After moving our team of almost 4,000 people to doctors scale their short stay model of care. work virtually from home I was pleased that employee None of these achievements would have been possible engagement reached a record high of 91%. This is without the hard work and dedication of our people who testament to the resilience of our people, the way we all have remained focused on the needs of our customers, work to our Better Health for Better Lives purpose, and despite all that has happened this year. I also want to the connection we maintain with our customers and each recognise the commitment of Australia’s frontline health other. To recognise the critical role that our people play workers who are doing an incredible job for our country. at Medibank, we have broadened our advocacy milestone to include targets around employee engagement. For the past four years I’ve worked alongside Chairman Elizabeth Alexander, who announced her retirement in Medibank’s purpose galvanises strong community August. Elizabeth has made a significant contribution engagement and was the key driver of our $5 million to Medibank – seeing it through from government donation to Beyond Blue to support its vital work ownership, to an ASX listed company, that is a stronger through the COVID-19 period. and more sustainable business today. I’d like to personally Throughout 2020 we remained focused on improving thank Elizabeth for her support and leadership. the value we deliver to our customers. In addition to the I look forward to working with our new Chairman, benefits we introduced during COVID-19, our customers Mike Wilkins, as we continue our transformation to a saved millions of dollars in out-of-pocket costs through broader healthcare company. our Members’ Choice Advantage dental network. We also continued to recognise and reward customers Finally, thank you for your ongoing support of Medibank. through our Priority and Live Better rewards programs. We remain well positioned for the future given strong advocacy from our customers and our people at a time Our customers continued to tell us that they want our role in the broader health system has never been us to play a bigger role in their personal health and more important. wellbeing. As such, we’ve set new targets across health

7 Medibank Medibank Private Limited Notice of Annual General Meeting 2020

Medibank’s AGM will be held as a virtual meeting on Thursday 12 November 2020 at 10.30am (Melbourne time). As a result of the COVID-19 pandemic and associated public health concerns and restrictions on travel and gatherings, shareholders will not be able to physically attend the meeting. Shareholders can view and participate in the AGM via the online platform at https://web.lumiagm.com, or via the Lumi app. Online registration will commence at 9.30am (Melbourne time).

Business Additional information for shareholders Resolution 1 Shareholder questions Receipt of financial statements and reports Before the meeting To consider the financial report for the year ended If you are entitled to vote at the meeting, you may submit 30 June 2020, together with the directors’ report and written questions relevant to the business of the meeting in auditor’s report as set out in the 2020 annual report. advance. Questions may also be submitted for the external auditor about the auditor’s report or the conduct of the audit.

Resolution 2 Questions may be lodged as part of the online proxy process. Re-election of Dr Tracey Batten as a director Alternatively you may send written questions to Medibank’s share registry at the address set out on the proxy form or email your questions to [email protected]. Resolution 3 Re-election of Anna Bligh AC as a director Please ensure that your written questions are received no later than 5.00pm (Melbourne time) on 5 November 2020.

During the meeting Resolution 4 At the meeting, shareholders and proxyholders will be Re-election of Mike Wilkins AO as a director provided with a reasonable opportunity to ask questions about or make comments on the business of the meeting, the management of Medibank, or the Medibank Group generally. Resolution 5 Medibank’s auditor will attend the meeting and there will also Adoption of the remuneration report be an opportunity for shareholders to ask questions that are To adopt the remuneration report (which forms part of relevant to the audit. the directors’ report) for the year ended 30 June 2020. You may submit your questions and comments during the Voting restrictions apply to this resolution (see page 10). meeting via the Lumi platform (if you are participating on your computer), the Lumi app (if you are participating on your mobile device), or the teleconference facility. Resolution 6 Grant of performance rights to the Chief The Chairman will endeavour to address as many of the Executive Officer more frequently raised relevant questions and comments To approve the grant of performance rights to Craig as possible during the course of the meeting. Please note Drummond (being Medibank’s Chief Executive Officer) to that it may not be possible to respond to all questions. be issued in accordance with Medibank’s 2021 Long-Term Incentive Plan as described in the explanatory notes.

Voting restrictions apply to this resolution (see page 10).

By order of the Board

Mei Ramsay Company Secretary 10 September 2020

Notice of Annual General Meeting 2020 8 Notice of Annual General Meeting 2020

How to vote For the purpose of voting at the meeting, the directors have In addition, there are some circumstances where the determined that shareholders will be taken to be those Chairman of the meeting will be taken to have been appointed persons who are registered as holding shares in Medibank as a shareholder’s proxy for the purposes of voting on a at 7.00pm (Melbourne time) on Tuesday 10 November 2020. particular resolution even if the shareholder has not expressly appointed the Chairman of the meeting as their proxy. All resolutions at the meeting will be determined by way of a poll. This will be the case where: Direct voting • the appointment of the proxy specifies the way the proxy is You may vote live and online during the meeting using the to vote on a particular resolution; and Lumi platform (if you are participating on your computer), or the Lumi app (if you are participating on your mobile device). • the appointed proxy is not the Chairman of the meeting; and

The Chairman will open the poll at the beginning of the • a poll is called on the resolution; and meeting and the poll will remain open until the close of • either of the following applies: the meeting. – the proxy is not recorded as attending the AGM; or Voting by proxy – the proxy attends the AGM but does not vote on the resolution. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy or attorney to attend and vote on Lodging your proxy form behalf of the shareholder. A proxy or attorney need not be a To be valid, proxy forms must be lodged electronically or shareholder of Medibank and may be an individual or a body be received by Medibank’s share registry, Computershare corporate (and any body corporate so appointed may then Investor Services Pty Limited (“Computershare”), no later appoint an individual to exercise its powers at the meeting). than 10.30am (Melbourne time) on 10 November 2020 If a shareholder appoints a proxy other than the Chairman (“Proxy Deadline”). of the meeting, the appointed proxy will need to contact Computershare to obtain a username and password to attend Proxy forms may be submitted: and vote online. • online at www.investorvote.com.au. To use this facility, A shareholder who is entitled to cast two or more votes please follow the link in your email inviting you to the AGM, may appoint two proxies or attorneys and may specify the or the instructions on your proxy form; proportion or number of votes that each proxy or attorney may • by post to GPO Box 242, Melbourne Victoria 3001. Please exercise. If no proportion or number is specified, each proxy allow sufficient time for the form to reach Computershare or attorney may exercise half of the shareholder’s votes. If you by the Proxy Deadline; or wish to appoint two proxies, please follow the instructions on the proxy form. • by facsimile to Computershare on 1800 783 447 (from within Australia) or +61 3 9473 2555 (from overseas). Shareholders can direct their proxy how to vote. If a shareholder appoints the Chairman of the meeting as proxy Corporate representatives and does not direct the Chairman how to vote, then the A corporate shareholder wishing to appoint a person to act Chairman (unless restricted from voting on the resolution) as its representative at the meeting may do so by providing will vote FOR each resolution. that person with:

How to vote by proxy • a properly executed letter, certificate, form, or other document, such as an 'Appointment of Corporate Shareholders should consider directing their proxy as to Representative' confirming that they are authorised how to vote on each resolution by marking either the 'For', to act as the corporate shareholder’s representative. 'Against' or 'Abstain' box when completing their proxy form. A form may be obtained from www.investorcentre.com Under the Corporations Act, if the appointment of a proxy under the tab 'Need a printable form?'; or specifies the way the proxy is to vote on a particular • a copy of the resolution appointing the representative, resolution, and: certified by a director or secretary of the corporate • if the proxy is not the Chairman of the meeting, the shareholder. A copy of the signed document must be proxy need not vote on a poll but if the proxy does so, produced prior to commencement of the meeting by the proxy must vote as directed (subject to any applicable post to the address shown in the 'Lodging your proxy voting restrictions); form' section, unless the document has been previously lodged with Computershare. • if the proxy is the Chairman of the meeting, the proxy must vote on a poll and must vote as directed.

9 Medibank Power of attorney Resolution 6 – Grant of performance rights to the If a shareholder has appointed an attorney to attend and vote Chief Executive Officer at the meeting, or if the proxy form is signed by an attorney, Medibank will disregard any votes on resolution 6: the power of attorney (or a certified copy) must be received by • cast in favour of this resolution by Craig Drummond or Computershare by the Proxy Deadline, unless the document any of his associates; or has been previously lodged with Computershare. Powers of attorney may be submitted by post to the address shown in • cast by a KMP or a closely related party of a KMP, acting the 'Lodging your proxy form' section. as a proxy, if their appointment does not specify the way the proxy is to vote on the resolution. Voting restrictions Resolution 5 – Adoption of the remuneration report However, a vote may be cast on resolution 6 (and that person is not prohibited from voting) if: A vote may not be cast (in any capacity) on resolution 5 by or on behalf of a member of Medibank’s key management • it is cast by a person identified above as a proxy for a person personnel (“KMP”), whose remuneration details are included who is entitled to vote on the resolution and the vote is cast in the remuneration report, or a KMP’s closely related parties. in accordance with the directions on the proxy form; or A 'closely related party' includes a spouse, dependant and • it is cast by the Chairman of the meeting, as a proxy for a certain other close family members of a KMP, as well as any person who is entitled to vote on the resolution, and the companies controlled by a KMP. proxy appointment expressly authorises the Chairman However, a vote may be cast on resolution 5 (and that person to exercise the proxy even if the resolution is connected is not prohibited from voting) if: directly or indirectly with the remuneration of a KMP. • it is cast by a KMP or a KMP’s closely related party as The Chairman of the meeting intends to vote undirected proxy for a person entitled to vote and the vote is cast in proxies FOR resolution 6. accordance with the directions on the proxy form; or Note • it is cast by the Chairman of the meeting, as proxy for a The voting restrictions for resolutions 5 and 6 mean that if person entitled to vote, if: you appoint a KMP (such as a director) as your proxy, it is – the appointment does not specify the way the proxy is important that you direct them on how to vote by ticking one to vote on resolution 5; and of the 'For', 'Against' or 'Abstain' boxes on your proxy form – the appointment expressly authorises the Chairman in respect of each resolution. This is because, in certain of the meeting to exercise the proxy even if resolution 5 circumstances, a KMP is prohibited from voting undirected is connected directly or indirectly with the remuneration proxies on resolutions 5 and 6. of a KMP. If the Chairman of the meeting is your proxy or is appointed The Chairman of the meeting intends to vote undirected as your proxy by default, and you do not direct your proxy proxies FOR resolution 5. to vote 'For', 'Against' or 'Abstain' on resolutions 5 and 6, you expressly authorise the Chairman to exercise the proxy even though those resolutions are connected directly or indirectly with the remuneration of a member of the KMP.

Notice of Annual General Meeting 2020 10 Notice of Annual General Meeting 2020

Explanatory notes Recommendation Resolution 1 The Board considers Tracey Batten to be an Receipt of financial statements and reports independent director. Medibank’s financial statements and reports for the year On the basis of Tracey Batten’s skills, qualifications ended 30 June 2020 are set out in its 2020 annual report. and experience, and her contributions to the Board’s The annual report is available at https://www.medibank.com.au/ activities, the Board (other than Tracey Batten) about/investor-centre/results-reports/. unanimously recommends that shareholders vote FOR this resolution. The Corporations Act requires that the financial report, directors’ report, and auditor’s report of Medibank and the consolidated entity be placed before the meeting. There is no requirement for shareholders to vote on these reports. Resolution 3 Re-election of Anna Bligh AC as a director Shareholders will be given a reasonable opportunity at the Anna Bligh retires in accordance with article 11.3(b)(iii) meeting to ask questions about and make comments on the of the Medibank Constitution and, being eligible, offers financial statements and reports and on the management herself for re-election. of Medibank. During discussion on this item, the external auditor will be present and will answer relevant questions. Anna Bligh AC Resolution 2 Independent non-executive Re-election of Dr Tracey Batten as a director Director Tracey Batten retires in accordance with article 11.3(b)(iii) BA (QLD) of the Medibank Constitution and, being eligible, offers herself for re-election. Age: 60

Dr Tracey Batten Independent non-executive Anna was appointed a director in December 2012. She is a Director member of the Investment and Capital Committee and the MBBS, MHA, MBA, FAICD, People and Remuneration Committee. FRACMA Anna is currently the Chief Executive Officer of the Australian Age: 54 Banking Association and a director of the International Banking Federation (IBFed).

Tracey was appointed a director on 28 August 2017. Anna has extensive experience in leadership and public policy, She is a member of the Risk Management Committee including in the fields of healthcare, finance, infrastructure and the People and Remuneration Committee. and project management. She has held several roles in the Queensland Government, including Premier, Treasurer, Tracey has extensive experience in the health services Minister for Finance, Minister for State Development, Minister sector, with strong commercial, business and change for Trade and Innovation and Minister for Education. She was leadership skills. also a member of the Queensland Cabinet Budget Review Committee for 11 years. Anna was a director of Bangarra Tracey is currently a director of Abano Healthcare Group Dance Theatre Australia. Limited, the National Institute of Water and Atmospheric Research in New Zealand and the New Zealand Accident Recommendation Compensation Corporation. The Board considers Anna Bligh to be an independent Most recently, Tracey was the Chief Executive of the Imperial director. College Healthcare NHS Trust in the United Kingdom. In On the basis of Anna Bligh’s skills, qualifications that role, Tracey focused on change leadership, in particular and experience, and her contributions to the improving organisational culture and strengthening Board’s activities, the Board (other than Anna Bligh) patient safety and experience. Tracey also oversaw the unanimously recommends that shareholders vote implementation of a range of digital initiatives as Chief FOR this resolution. Executive. Tracey is a former Chief Executive of St Vincent’s Health Australia, which runs a group of public hospitals, private hospitals and aged care facilities.

11 Medibank Resolution 4 Resolution 5 Re-election of Mike Wilkins AO as a director Adoption of the remuneration report Mike Wilkins retires in accordance with article 11.3(b)(iii) Medibank’s remuneration report for the year ended 30 June of the Medibank Constitution and, being eligible, offers 2020 is set out on pages 48 to 72 of its 2020 annual report. himself for re-election. The remuneration report contains information about the remuneration policy of Medibank and the remuneration Mike Wilkins AO of non-executive directors, the Chief Executive Officer and other KMP for the financial year ended 30 June 2020. Independent non-executive Director At the meeting, the Chairman will give shareholders a BCom, MBA, FAICD, FCA reasonable opportunity to ask questions about and make comments on the remuneration report. Age: 63 The vote on this resolution is advisory only and does not bind Medibank or its directors. However, the Board will actively consider the outcome of the vote and comments Mike was appointed a director in May 2017 and Chairman made by shareholders on the remuneration report at the effective 1 October 2020. He is a member of the Risk meeting when reviewing Medibank’s future remuneration Management Committee and the Investment and Capital policies and practices. Committee. Recommendation Mike is the Chairman (since March 2020), Executive Chairman (since 1 September 2020) and a director (since November The Board recommends that shareholders vote FOR 2016) of QBE Insurance Group Limited. He is also this resolution. a director of Scentre Group Limited (since April 2020).

Mike has more than 30 years of experience in financial services, predominantly in Australia and Asia. He served as Managing Director and Chief Executive Officer at Insurance Australia Group (November 2007 to November 2015), Managing Director and Chief Executive Officer at Promina Group Limited and Managing Director at Tyndall Australia Limited. He also served as Acting Chief Executive Officer (April 2018 to December 2018), Executive Chairman (April 2018 to June 2018) and a director (September 2016 to February 2020) of AMP Limited. He was previously a director of Maple-Brown Abbott Limited, Alinta Limited, The Geneva Association and the Australian Business and Community Network.

Recommendation The Board considers Mike Wilkins to be an independent director. On the basis of Mike Wilkins’ skills, qualifications and experience, and his contributions to the Board’s activities, the Board (other than Mike Wilkins) unanimously recommends that shareholders vote FOR this resolution.

Notice of Annual General Meeting 2020 12 Notice of Annual General Meeting 2020

Resolution 6 Grant of performance rights to the Chief Executive Officer Shareholder approval is being sought to grant performance rights to the Chief Executive Officer, Craig Drummond, under Medibank’s long-term incentive (“LTI”) Plan. Medibank uses LTI to reward executives for delivering sustainable business performance over the long term. Key terms The key terms of the grant of performance rights proposed to be made to Craig Drummond are set out below.

Number Craig Drummond’s proposed 2021 LTI award is 761,920 performance rights (“LTI performance rights”). allocated These LTI performance rights have a face value of $2,301,000 (being 150% of his total fixed remuneration for the 2021 financial year). The number of LTI performance rights proposed to be granted has been determined using the volume weighted average price of Medibank shares on the ASX during the ten trading days up to and including 30 June 2020 (being $3.02). No dividends are paid on LTI performance rights.

Date of grant If shareholders approve the grant of LTI performance rights, those performance rights will be granted to Craig Drummond within 12 months of the AGM at no cost to him.

Performance Each LTI performance right proposed to be granted to Craig Drummond will give him the right to receive period and one share in Medibank subject to the LTI performance right vesting at the end of a three-year performance vesting period beginning on 1 July 2020 and ending on 30 June 2023. No value will be received if the vesting conditions are not met or the LTI performance rights otherwise lapse.

No retesting The LTI vesting conditions are only tested once following the end of the performance period. Any LTI performance rights that remain unvested following the end of the performance period will lapse immediately.

Vesting 35% of the LTI performance rights proposed to be granted will be subject to a vesting condition based on conditions Medibank’s earnings per share compound annual growth rate (“EPS CAGR”) over the performance period (“EPS performance rights”); 35% will be subject to a total shareholder return (“TSR") vesting condition measured over the performance period (“TSR performance rights”); while 30% will be subject to a vesting condition based on the growth of Medibank’s PHI market share over the performance period (“market share performance rights”). Each year, the Board reviews the targets and vesting conditions in the context of Medibank’s operating environment. The Board is committed to setting targets which are appropriately challenging for management to meet while not being unattainable and which ultimately support the delivery of strong results for our shareholders. For the 2021 LTI offer, the Board also gave consideration to the economic and social impact of COVID-19 on Medibank’s operating environment and the PHI landscape more broadly, which cannot be predicted with any certainty.

EPS performance rights In this context, the Board approved maintaining a threshold EPS CAGR target of 3%. The number of EPS performance rights that vest on achievement of the threshold EPS CAGR target has been increased by the Board to 50% of the EPS performance rights. The EPS CAGR target that must be met for 100% of the EPS performance rights to vest has been reduced by the Board to 7% with straight line vesting in between the EPS CAGR targets. Details of the vesting schedule are set out below: Medibank’s EPS CAGR over the performance period Percentage of EPS performance rights that vest Less than 3% EPS CAGR Nil At 3% EPS CAGR 50% Between 3 and 7% EPS CAGR Straight line pro-rata between 50% and 100% 7% EPS CAGR or greater 100%

13 Medibank TSR performance rights Medibank’s TSR will be compared with a comparator group comprising companies with a market capitalisation positioned within the ASX 11 – 100, excluding mining and energy companies. The percentage of TSR performance rights that vest will be based on Medibank’s TSR ranking over the performance period, as set out in the vesting schedule below which is unchanged from prior offers:

Medibank’s TSR rank in the comparator group Percentage of TSR performance rights that vest Less than 50th percentile Nil Equal to 50th percentile 50% Greater than 50th and up to 75th percentile Straight line pro-rata between 50% and 100% At or above 75th percentile 100%

Market share performance rights The Board approved maintaining a threshold PHI market share growth target of 25 basis points. The number of market share performance rights that vest on achievement of the threshold PHI market share growth target has been increased to 50% of the market share performance rights. The PHI market share growth target that must be met for 100% of the market share performance rights to vest has been maintained at 75 basis points. Details of the vesting schedule are set out below: Percentage of market share performance rights Medibank’s PHI market share growth that vest Less than 25 basis points Nil Equal to 25 basis points 50% Greater than 25 basis points and up to 75 basis points Straight line pro-rata between 50% and 100% At or above 75 basis points 100%

Cessation of If Craig Drummond ceases employment with Medibank before his LTI performance rights have vested employment and is a ‘good leaver’, the LTI performance rights held by him on cessation of employment will be forfeited on a pro-rata basis according to a formula that takes into account the length of time that he has held the LTI performance rights relative to the performance period for the grant. The remaining LTI performance rights will remain unvested and will be tested at the end of the performance period against the existing vesting conditions. If Craig Drummond’s employment is terminated for other reasons (such as resignation, misconduct, fraud or unsatisfactory performance) then the unvested LTI performance rights held by him will lapse immediately on cessation of employment.

Clawback Medibank has an Executive Remuneration Clawback Policy that provides discretion to the Board to reduce, cancel, or recover (clawback) any performance-based awards made to a senior executive employee in certain circumstances subject to applicable laws, including the following: • Serious misconduct or fraud by the employee. • Unsatisfactory performance by the employee to the detriment of strategic Medibank objectives. • Error in the calculation of a performance measure related to performance-based remuneration. • A misstatement of the Group’s financial statements. • The Board becomes aware of any other action or behaviour that it determines (acting in good faith) has resulted in the employee receiving an inappropriate benefit. The Executive Remuneration Clawback Policy provides that if any of these events had occurred in the previous five financial years the Board may, in its absolute discretion, withhold an employee’s performance- based payments, require the repayment of all, or part of, previous performance-based awards, or require the forfeiture of previously deferred and unvested performance-based rewards subject to applicable laws.

Notice of Annual General Meeting 2020 14 Notice of Annual General Meeting 2020

Virtual meeting guide

The Board has determined to purchase the shares required At Medibank’s 2019 annual general meeting, shareholder Getting started on market, and therefore is not required to seek shareholder approval was obtained for the grant of performance rights If you choose to participate online you will be able to view a live webcast of the meeting, ask questions online and submit approval for the proposed grant. However, in the interests of to Craig Drummond under the LTI Plan, and 665,028 your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You transparency and good governance, Medibank considers it performance rights were granted on 28 November 2019. will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is is appropriate to do so. At Medibank’s 2018 annual general meeting, shareholder compatible. approval was obtained for the grant of performance rights If shareholder approval of the grant of performance rights to Craig Drummond under the LTI Plan, and 790,720 to Craig Drummond under Medibank’s LTI Plan is not performance rights were granted on 6 December 2018. obtained, he will receive a cash payment in lieu of those To log in, you must have the following information: performance rights. The cash payment would be subject No amount is payable by Craig Drummond for the LTI Meeting ID Australian residents Overseas Residents Appointed Proxies to the same vesting conditions outlined on pages 13 and 14 performance rights. The Meeting ID > Username > Username To receive your of this Notice of Meeting. is . Craig Drummond is the only director eligible to participate 386-016-395 (SRN or HIN) and (SRN or HIN) and unique username and password, please contact Additional disclosure in Medibank’s LTI Plan. > Password > Password (three-character Computershare Investor (postcode of your country code) e.g. New Craig Drummond’s total target remuneration for the 2021 No loan has been or will be made to Craig Drummond Services on +61 3 9415 registered address). Zealand - NZL; United financial year comprises: by Medibank in relation to the LTI performance rights. 4024 during the meeting Kingdom - GBR; United • Total fixed remuneration (“TFR”) of $1,534,000; registration period States of America - USA; Recommendation (starting one hour before • A short-term incentive (STI) target opportunity of 100% Canada - CAN. the meeting). of TFR (maximum opportunity of 150% of TFR); and The Board (other than Craig Drummond) recommends A full list of country codes that shareholders vote FOR this resolution. • A long-term incentive (LTI) opportunity of 150% of TFR. is provided at the end of this guide. Full details of Craig Drummond’s remuneration arrangements are set out in Medibank’s 2020 remuneration report. Participating at the meeting

To participate in the meetingyou will be To proceed into the meeting, you will 1 required to enter the unique 9-digit 2 need to read and accept the Terms & Meeting ID as provided in the Notice of Conditions Meeting.

Icon descriptions

Voting icon, used to vote. Only visible when the Chair opens the poll.

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15 Medibank Virtual meeting guide Virtual meeting guide

Getting started VirtualIf youVirtual choose to participatemeeting meeting online you willguide be guideable to view a live webcast of the meeting, ask questions online and submit your votes in real time. To participate online visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. GettingGetting started started If youIf choose you choose to participate to participate online onlineyou willyou be will able be toable view to aview live awebcast live webcast of the of meeting, the meeting, ask questions ask questions online online and submit and submit your Tovotesyour log votesin real in, in time. real you time.To participatemust To participate have online online visitthehttps://web.lumiagm.comvisit followinghttps://web.lumiagm.com information:on youron smartphone,your smartphone, tablet tablet or computer. or computer. You You will needwill needthe latest the latestversions versions of Chrome, of Chrome, Safari, Safari, Internet Internet Explorer Explorer 11, Edge 11, Edgeor Firefox. or Firefox. Please Please ensure ensure your browseryour browser is is compatible.Meetingcompatible. ID Australian residents Overseas Residents Appointed Proxies The Meeting ID > Username > Username To receive your is 386-016-395. (SRN or HIN) and (SRN or HIN) and unique username and To logTo login, youin, you must must have have the thefollowing following information: information: password, please contact > Password > Password (three-character Computershare Investor MeetingMeeting ID ID Australian(postcodeAustralian residents of residentsyour OverseasOverseascountry Residents code) Residents e.g. New AppointedAppointed Proxies Proxies Services on +61 3 9415 registered address). Zealand - NZL; United The MeetingThe Meeting ID ID > Username> Username > Username> Username To receive4024To receive yourduring your the meeting is 386-016-395is 386-016-395. . (SRN(SRN or HIN) or andHIN) and (SRNKingdom(SRN or HIN) or -andHIN) GBR; and United uniqueregistrationunique username username period and and States of America - USA; password,password, please please contact contact > Password> Password > Password> Password (three-character (three-character (starting one hour before ComputershareComputershare Investor Investor (postcode(postcode of your of your countryCanadacountry code) - code) CAN.e.g. New e.g. New the meeting). ServicesServices on +61 on 3 +61 9415 3 9415 registeredregistered address). address). ZealandA fullZealand list - NZL; of country- NZL;United United codes 4024 4024during during the meeting the meeting is provided at the end of this KingdomKingdom - GBR; - GBR; United United registrationregistration period period guide. StatesStates of America of America - USA; - USA; (starting(starting one hour one beforehour before CanadaCanada - CAN. - CAN. the meeting).the meeting). A full Alist full of listcountry of country codes codes is providedis provided at the at end the of end this of this Participating at the meeting guideguide. .

To participate in the meetingyou will be To proceed into the meeting, you will 1 required to enter the unique 9-digit 2 need to read and accept the Terms & ParticipatingParticipatingMeeting at IDthe at as themeetingprovided meeting in the Notice of Conditions Meeting. To participateTo participate in the in meetingyou the meetingyou will be will be To proceedTo proceed into the into meeting, the meeting, you will you will 1 required 1 required to enter to enter the unique the unique 9-digit 9-digit 2 2need needto read to andread accept and accept the Terms the Terms & & MeetingMeeting ID as IDprovided as provided in the in Notice the Notice of of ConditionsConditions Meeting.Meeting.

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Notice of Annual General Meeting 2020 16 Virtual meeting guide

To register as a securityholder, select To register as a proxyholder, select 3 'Securityholder or Proxy' and enter your SRN 4 'Securityholder or Proxy' and you will needyour orTo HIN register and Postcode as a securityholder or Country Code., select usernameTo register and as password a proxyholder as provided, select by 3 'ToSecurity registerholder as aor securityholder Proxy' and enter, select your SRN 4Computershare.'ToSecur registerityholder as Inaor proxyholderthe Proxy' ‘SRN and or youHIN’, select will fiel needyour d enter 3 orTo'Security HIN register andholder Postcode as aor securityholder Proxy or 'Country and enter Code., select your SRN 4yourusernameTo'Secur usernameregisterityholder and as and passwordaor proxyholder Pinroxy' the ‘Postcode andas provided you, select will or needyour Countryby 3 'orSecurity HIN andholder Postcode or Proxy or 'Country and enter Code. your SRN 4Code’Computershare.'usernameSecur fieldityholder enterand password oryour In P theroxy' password. ‘SRN andas provided oryou HIN’ will fiel needyourbyd enter or HIN and Postcode or Country Code. yourusernameComputershare. username and passwordand In the in the‘SRN as ‘Postcode providedor HIN’ fielor by Countryd enter Code’Computershare.your username field enter and In your the in thepassword.‘SRN ‘Postcode or HIN’ fielor Countryd enter yourCode’ username field enter and your in thepassword. ‘Postcode or Country Code’ field enter your password.

To register as a guest, select 'Guest' Once logged in, you will see thehome page, and enter your name and email address. 6 which displays the meeting title and name of the 5 To register as a guest, select 'Guest' registeredOnce logged securityholder in, you will or see nominated thehome proxy. page, and enter your name and email address. 6 Oncewhich loggeddisplays in, the you meeting will see title thehome and name page, of the 5 To register as a guest, select 'Guest' 5 andTo register enter your as namea guest and, select email address.'Guest' 6 whichregisteredOnce loggeddisplays securityholder in, the you meeting will see or titlenominated thehome and name page, proxy. of the and enter your name and email address. 5 6 registeredwhich displays securityholder the meeting or titlenominated and name proxy. of the registered securityholder or nominated proxy.

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When the Chair declares the poll open: 9 > A voting icon will appear on screen and the meeting resolutions will be displayed When the Chair declares the poll open: 9 > To vote, tap one of the voting options. Your response will be highlighted >WhenA voting the Chair icon declares will appear the poll on open:screen and the meeting resolutions will be displayed When> To change the Chair your declares vote, simply the poll press open: a different option to override 9 > ToA voting vote, tapicon one willof the appear voting on options. screen andYour the response meeting will resolutions be highlighted will be displayed 9 >TheA numbervoting icon of items will you appear have on voted screen on orand are the yet meeting to vote resolutionson, is displayed will be at displayedthe top of the screen. Votes may be > To changevote, tap your one vote,of the simply voting press options. a different Your response option to will override be highlighted >changedTo vote, up tap to theone time of the the voting Chair options. closes theYour poll. response will be highlighted The> To number change of your items vote, you simply have votedpress ona different or are yet option to vote to overrideon, is displayed at the top of the screen. Votes may be > To change your vote, simply press a different option to override changedThe number up toof theitems time you the have Chair voted closes on orthe are poll. yet to vote on, is displayed at the top of the screen. Votes may be The number of items you have voted on or are yet to vote on, is displayed at the top of the screen. Votes may be changed up to the time the Chair closes the poll. changed up to the time the Chair closes the poll.

Icon descriptions

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