NIB : Appendix 3B - Issue of Performance Rights

nib holdings limited	t 13 14 63
Head Office	f 02 4925 1999
22 Honeysuckle Drive
Newcastle NSW 2300	[e-mail]
abn 51 125 633 856	w nib.com.au

23 November 2018

Company Announcements Office ASX Limited

20 Bridge Street SYDNEY NSW 2000

nib holdings limited issue of Performance Rights

nib holdings limited ("nib") has today issued 552,053 Performance Rights (in total) pursuant to nib's Long Term Incentive Plan ("LTIP") for the performance period commencing on 1 July 2018 and ending on 30 June 2022. Shareholder approval was obtained at nib's annual general meeting held on 31 October 2018 to issue Performance Rights to nib's Managing Director pursuant to the LTIP. The Managing Director's grant of Performance Rights is included in the 552,053 Performance Rights issued today.

The Performance Rights have a nil exercise price and an expiry date of 1 September 2022. The Performance Rights are subject to vesting conditions based on Earnings Per Share growth targets and Total Shareholder Return conditions. The performance measurement period for the Performance Rights begins on 1 July 2018 and ends on 30 June 2022. If the Performance Rights vest and are exercised, eligible employees, including nib's Managing Director and CEO, will become entitled to receive one ordinary nib share ("Share") for each Performance Right. A two year non-disposal period applies to 50% of the Shares allocated on the vesting and exercise of the Performance Rights.

Following this issue of Performance Rights, nib will have the following unquoted securities on issue:

2,436,824 Performance Rights in total, comprising:

• - 642,994 Performance Rights expiring 1 September 2019;

• - 597,754 Performance Rights expiring 1 September 2020;

• - 644,023 Performance Rights expiring 1 September 2021; and

• - 552,053 Performance Rights expiring 1 September 2022.

The number of shares on issue will not change as a result of the issuance of the performance rights and it is not expected that the number of shares on issue will change if the performance rights are exercised. nib will inform the market of how many of the Performance Rights vest and are exercised and will confirm if Shares are bought on-market or issued to fulfil nib's obligations under the Performance Rights. Currently, nib intends to fulfil its obligations by purchasing Shares on-market.

Yours sincerely,

Roslyn Toms Company Secretary Direct line [phone] [e-mail]

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity nib holdings limitedABN 51 125 633 856

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

  Performance Rights over Ordinary Shares issued under the Long Term Incentive Plan

• 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

  552,053 Performance Rights to acquire Ordinary Shares

• 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

552,053 Performance Rights with an exercise price of $Nil and an expiry date of 1 September 2022. The Performance Rights are subject to vesting conditions based on Earnings Per Share growth targets and Total Shareholder Return conditions. A two year non-disposal period applies to 50% of the shares allocated on vesting of performance rights. The performance measurement period begins on 1 July 2018 and ends on 30 June 2022.

+ See chapter 19 for defined terms.

Date of Notice: 23 November 2018

04/03/2013

Appendix 3B Page 1

Appendix 3B

New issue announcement

• 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

  If the additional +securities do not rank equally, please state:

  • • the date from which they do

  • • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

  N/ANil issue price

• 6 Purpose of the issue

  (If issued as consideration for the acquisition of assets, clearly identify those assets)

  Performance Rights issued to Executive under the nib Long Term Incentive Plan.

• 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

  If Yes, complete sections 6b - 6h

  in relation to the +securities the

  subject of this Appendix 3B, and

  comply with section 6i

• 6b The date the security holder resolution under rule 7.1A was passed

• 6c Number of +securities issued without security holder approval under rule 7.1

N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 2

Appendix 3B Page 2

Appendix 3B

New issue announcement

• 6d Number of +securities issued with security holder approval under rule 7.1A

  N/A

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  N/A

• 6f Number of +securities issued under an exception in rule 7.2

  N/A

• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

  N/A

• 6h If +securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

  N/A

• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

  N/A

• 7 +Issue dates

  Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

  Cross reference: item 33 of Appendix 3B.

8	Number and +class of	all
+securities quoted on	ASX
(including the +securities	in
section 2 if applicable)

23 November 2018

Number	+Class
455,551,378	Ordinary shares

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B

New issue announcement

• 9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

  Number	+Class
  2,436,824 in total, comprising: - 642,994 expiring 1 September 2019 - 597,754 expiring 1 September 2020 - 644,023 expiring 1 September 2021 - 552,053 expiring 1 September 2022	Performance Rights

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

• 11 Is security required?

  N/A

  holderapproval N/A

• 12 Is the issue renounceable or non-renounceable?

  N/A

• 13 Ratio in which the +securities will be offered

  N/A

• 14 +Class of +securities to which the offer relates

  N/A

• 15 +Record date entitlementstodetermine N/A

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

  N/A

• 17 Policy for deciding entitlements in relation to fractions

  N/A

• 18 Names of countries in which the entity has security holders who will not be sent new offer documents

  Note: Security holders must be told how their

  entitlements are to be dealt with.

  Cross reference: rule 7.7.

N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013