ASX Announcement - 2021 Notice of Annual General Meeting

ASX RELEASE

22 October 2021

Market Announcements Office

ASX Limited

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir/Madam

2021 NOTICE OF ANNUAL GENERAL MEETING

Ramsay's 2021 Annual General Meeting (AGM) will be held virtually on Wednesday 24 November at 10.30am Sydney time.

Ramsay is continuing to monitor the impact of the COVID-19 pandemic. As a result, Ramsay has determined not to hold a physical meeting that shareholders can attend this year.

Shareholders are provided with various alternatives to participate in the AGM, including the ability to submit questions in writing or ask questions verbally. Shareholders can also submit questions before the AGM. Details are provided in the Notice of Meeting and on our dedicated AGM website www.boardroomlimited.com.au/agm/ramsay2021

Please see attached for the market's information:

1. the 2021 Notice of Annual General Meeting;
2. a sample proxy form; and
3. a 'Questions from Shareholders' form.

For shareholders who have elected to receive Ramsay communications in hard copy, mailing will commence today. Shareholders who have elected to receive Ramsay communications electronically will receive an email today.

Yours sincerely

Henrietta Rowe

Group General Counsel & Company Secretary

Ramsay Health Care Limited

Notice of Annual General Meeting

Notice is given that the 2021 Annual General Meeting (AGM) of shareholders of Ramsay Health Care Limited (Company) is to be held on Wednesday, 24 November 2021 at 10.30am (Sydney time). You are invited to participate in the AGM online.

Shareholders may participate in the AGM online by accessing one of the following virtual platforms:

• From a computer, by entering the URL into their browser: https://web.lumiagm.com/320966702; OR
• From a mobile device by entering the URL into their browser: https://web.lumiagm.com/320966702.

HOW TO PARTICIPATE

IN THE AGM ONLINE

To watch, vote, make comments and ask questions at the online AGM, you will need to log in to your preferred online platform and enter:

• The meeting ID, which is - 320966702

For Shareholders:

• Your Voting Access Code (VAC), which is located on your proxy form or on your notification email.
• Your postcode, which is the postcode registered to your holding if you are an Australian shareholder, or if you are an overseas shareholder, your country code (common country codes are included at the back of this Notice of Meeting or can be obtained by contacting Boardroom on 1300 668 019 or [e-mail]).

For proxy holders:

If you have been nominated as a proxy, please contact Boardroom on 1300 668 019 or [e-mail] for AGM login details.

More information regarding participating in the AGM online can be found by visiting www.boardroomlimited.com.au/agm/ramsay2021.

OPTIONS FOR

VOTING - PRIOR

TO THE AGM

Even if you plan to participate in the AGM online, we encourage you to submit a directed proxy vote as early as possible so that your vote will be counted if for any reason you cannot vote on the day.

Included with this Notice of meeting are Explanatory Notes and a Proxy Form. Shareholders can

lodge their proxy online at www.votingonline.com.au/ramsayagm2021 or complete and return a hard-copy proxy form by 10:30am (Sydney time) on Monday, 22 November 2021.

Proxy forms can be obtained by contacting Boardroom at [e-mail].

OPTIONS FOR

ASKING

QUESTIONS

Shareholders may direct questions during the AGM to the Chairman about the operations and management of Ramsay, or to Ramsay's external auditor, Ernst & Young.

All shareholders participating online will be able to ask questions during the AGM by submitting questions in writing or asking questions verbally.

Shareholders can also submit their questions before the AGM by emailing questions to [e-mail] by no later than 5:00pm (Sydney time) on Wednesday,

17 November 2021.

The Chairman will endeavour to address as many of the more frequently raised relevant questions as possible. However, there may not be sufficient time available at the AGM to address all of the questions raised. Please note that individual responses will not

be sent to any shareholder.

AGENDA

BUSINESS

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 2021.

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 2021, 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 of Director candidates 3.1 Mr David Ingle Thodey AO

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

"That Mr David Ingle Thodey AO, a Non-Executive Director of the Company, retires in accordance with the Company's Constitution and, being eligible, is re-elected as a Non-Executive Director of the Company."

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

3.2 Dr Claudia Ricarda Rita Süssmuth Dyckerhoff

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

"That Dr Claudia Ricarda Rita Süssmuth Dyckerhoff, a Non-Executive Director of the Company, retires in accordance with the Company's Constitution and, being eligible, is re-elected as a Non-Executive Director of the Company."

Note: Information about Dr Süssmuth Dyckerhoff appears in Item

3.2 of the Explanatory Notes to this Notice of Meeting.

4. Grant of Performance Rights to Managing Director for FY2022 To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That approval is given for the issue of 57,690 performance rights to the Managing Director, Mr Craig Ralph McNally, under the Equity Incentive Plan, on the terms and conditions outlined 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).

By Order of the Board

Henrietta Rowe

Group General Counsel & Company Secretary

Sydney, New South Wales

Australia

13 October 2021

NOTES

1. Participating in the AGM

Shareholders may watch and participate in the AGM online by accessing one of the following virtual platforms:

• From their computer, by entering the URL into their browser:https://web.lumiagm.com/320966702
• From their mobile device by entering the URL in their browser:https://web.lumiagm.com/320966702
  To participate and vote online you will need your Voting Access Code (VAC), which is located on your proxy form or on your notification email and your postcode, which is the postcode registered to your holding if you are an Australian shareholder. If you are an overseas shareholder, you will need your country code (common country codes are included at the back of this Notice of Meeting or can be obtained by contacting Boardroom). Proxy holders will need to contact Boardroom on 1300 668 019 or [e-mail] AGM login details no later than 24 hours prior to the meeting and following lodgement of the proxy appointment.
  Participants should register online at least 15 minutes before the AGM is scheduled to start.
  More information regarding participating in the AGM online can be found by visiting www.boardroomlimited.com.au/agm/ramsay2021.
  Shareholders should monitor the ASX and Ramsay's website where updates will be provided if it becomes necessary
  or appropriate to change the arrangements for holding or conducting the meeting.

1. Technical Difficulties
   Technical difficulties may arise during the course of the AGM. The Chairman has discretion as to whether and how the meeting should proceed in the event that a technical difficulty arises.
   In exercising his discretion, the Chairman will have regard to the number of shareholders impacted and the extent to which participation in the business of the meeting is affected. Where he considers it appropriate, the Chairman may continue to hold the meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, shareholders are encouraged to lodge a proxy by 10:30am (Sydney time) Monday, 22 November 2021 even if they plan to participate online.
2. Proxies
3. 1. A member entitled to attend and vote at the AGM is entitled to appoint a proxy. 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.
   2. 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 AGM. The representative should ensure that the Company has been given evidence of his or her appointment, including any authority under which the appointment is signed, in advance of the AGM.

2 Ramsay Health Care Limited | Notice of Annual General Meeting

1. Each of the resolutions set out in this Notice of Meeting will be decided by poll. On a poll, if:
2. • 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.

1. 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 and 4, then by completing and submitting the proxy form 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.
2. The Chairman of the meeting intends to cast all available proxies in FAVOUR of each Item of business.
3. 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
   10:30am (Sydney time) on Monday, 22 November 2021:

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: [phone]

Online Voting: www.votingonline.com.au/ramsayagm2021

1. Corporate representatives
   Corporate members should either: appoint a proxy (as set out above), appoint a corporate representative, or appoint an attorney. The instrument of appointment of a corporate representative must be received by the Company in advance of the meeting.
2. Entitlement to vote
   For the purposes of determining entitlements to participate and vote at the meeting, shares will be taken to be held by the persons who are the registered holders at 7:00pm (Sydney time) on Monday 22 November 2021. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to participate and vote at the meeting.
3. Questions and comments on management of the Company In accordance with the Corporations Act 2001 (Cth) (Corporations Act), a reasonable opportunity will be given to shareholders,
   as a whole, to ask questions about or make comments on the management of the Company at the meeting. Shareholders participating online will be able to ask questions during the AGM in writing or verbally by following the prompts in the Online Platform.

A shareholder entitled to attend and be heard at the AGM may submit a written question to the Company before the meeting. Any questions should be emailed to [e-mail] no later than 5:00pm (Sydney time) on Wednesday, 17 November 2021.

The Chairman will endeavour to address as many of the more frequently raised relevant questions as possible. However, there may not be sufficient time available at the meeting to address all of the questions raised. Please note that individual responses will not be sent to any shareholder.

7. Questions for the Auditor

Shareholders may submit written questions to the Company's Auditor, Ernst & Young, if the question is relevant to the content of Ernst & Young's Audit Report for the year ended 30 June 2021 or the conduct of its audit of the Company's Financial Report for the year ended 30 June 2021.

Relevant written questions for the Auditor must be received by the Company by no later than 5:00 pm (Sydney time) on Wednesday, 17 November 2021. Please send any written questions:

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:	[phone]

A list of relevant written questions will be made available to shareholders participating in the meeting. While the Auditor is not obliged to provide written answers, if written answers are tabled at the meeting, they will be made available to shareholders as soon as practicable after the meeting.

EXPLANATORY NOTES

These Explanatory Notes have been prepared to help shareholders understand the business to be put to shareholders at the forthcoming Annual General Meeting (AGM). They relate to the resolutions set out in the Notice of Meeting and form part of the Notice of Meeting.

ITEM 1 - CONSIDERATION OF REPORTS

The Financial Report of the Company for the year ended 30 June 2021 and the Reports of the Directors and Auditor for the same period will be presented for consideration.

As part of this item of business, the Chairman of the meeting will give shareholders a reasonable opportunity to ask questions about or make comments on the management of the Company.

The Chairman of the meeting will also give shareholders a reasonable opportunity to ask the Company's Auditor, Ernst & Young, questions relevant to:

1. the conduct of the audit;
2. the preparation and content of the Auditor's Report;
3. the accounting policies adopted by the Company in relation to the preparation of its financial statements; and
4. the independence of the Auditor in relation to the conduct of the audit.

Ramsay Health Care Limited | Notice of Annual General Meeting 3

ITEM 2 - ADOPTION OF THE

REMUNERATION REPORT

The Remuneration Report for the year ended 30 June 2021 is contained in the 2021 Annual Report.

The Chairman of the meeting will give shareholders a reasonable opportunity to ask questions about, or comment on, the Remuneration Report. A resolution that the Remuneration Report be adopted will then be put to the vote. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, the Board does take the outcome of the vote and discussion at the AGM into account in setting remuneration policy for future years.

Directors' Recommendation

The Directors recommend that you vote in favour of this advisory resolution.

Voting Exclusion Statement

The Company will disregard any votes cast on Item 2:

• by or on behalf of a member of the key management personnel (KMP), details of whose remuneration are included in the Remuneration Report for the year ended 30 June 2021 or their closely related parties (such as close family members and any controlled companies) regardless of the capacity in which the vote is cast; and
• as a proxy by a member of KMP as at the date of the AGM, or their closely related parties,

unless the vote is cast as proxy for a person entitled to vote on Item 2:

• in accordance with a direction on the proxy form; or
• by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy as he decides even though Item 2 is connected with the remuneration of KMP.

ITEM 3 - RE-ELECTION OF

DIRECTOR CANDIDATES

On 14 November 2018, Mr David Ingle Thodey AO and Dr Claudia Ricarda Rita Süssmuth Dyckerhoff were elected as Directors of the Company. Mr Thodey AO and Dr Süssmuth Dyckerhoff are offering themselves for re-election in accordance with clause 7.1(d) of the Company's Constitution and their profiles are set out in Items 3.1-3.2 below.

Mr Peter Evans is not seeking re-election and will retire as a Director at the close of the 2021 AGM in accordance with the Company's Constitution. The Board would like to thank Mr Evans for his significant contribution to the Company.

3.1 Mr David Thodey AO

Non-Executive Director and Lead Independent Director, Chair of the Nomination and Governance Committee and member of the People and Remuneration Committee

Appointed as Non-Executive Director on 28 November 2017, Lead Independent Director on 1 March 2020 and last elected on 14 November 2018

Mr David Thodey AO is a business leader who has had a strong executive career in the technology and telecommunications industries, with more than 30 years of experience creating brand and shareholder value.

In addition to being a Non-Executive Director and Lead Independent Director of Ramsay Health Care, Mr Thodey is currently Chairman of Australia's national scientific research agency, the Commonwealth Scientific and Industrial Research Organisation, Chairman of Tyro Payments Limited (a leading alternative payments provider) and Xero Limited (a small business accounting software company).

Mr Thodey also had a successful career as CEO of Telstra, Australia's leading telecommunications and information services company, and prior to that he was CEO of IBM.

Mr Thodey holds a Bachelor of Arts in Anthropology and English from Victoria University, Wellington, New Zealand, attended the Kellogg School of Management postgraduate General Management Program at Northwestern University in Chicago, USA, and was awarded

an Honorary Doctorate in Science and Technology from Deakin University in 2016 and an Honorary Doctorate of Business from University of Technology Sydney in 2018.

Mr Thodey is also a Fellow of the Australian Academy of Technological Sciences and Engineering and the Australian Institute of Company Directors.

Mr Thodey was awarded an Order of Australia in 2017 for his service to business and the promotion of ethical leadership and workplace diversity.

In the past three years, Mr Thodey has served as a Director of the following listed companies:

• Xero Limited (Appointed June 2019)
• Tyro Payments Limited (Appointed November 2018)
• Vodafone Group Plc (Resigned July 2020)

The Board considers Mr Thodey to be independent.

Directors' recommendation

For the reasons outlined above, the Directors (with Mr Thodey abstaining) unanimously recommend that you vote in favour of this resolution.

3.2 Dr Claudia Süssmuth Dyckerhoff

Non-Executive Director, Member of the Risk Management Committee

Appointed on 30 October 2018 and last elected on 14 November 2018

Dr Claudia Süssmuth Dyckerhoff PhD joined the Ramsay Health Care Board in October 2018, bringing expertise in market growth strategies, business development, and operational performance improvement in hospitals.

Dr Süssmuth Dyckerhoff has extensive global experience in hospitals and health care across Europe, Asia, and the USA. She joined McKinsey & Company in Switzerland in 1995 and was transferred to the USA focusing on supporting health care companies, including pharmaceutical/medical device companies, payor, provider and health systems in Europe and the USA. In 2006, Dr Süssmuth Dyckerhoff transferred to China, was elected Senior Partner in

2010 and supported health care companies as well as governments across Asia. She also led McKinsey's Asia-wide Health Systems and Services Sector.

Dr Süssmuth Dyckerhoff studied Business Administration at the University of St Gallen, Switzerland as well as at ESADE, Barcelona where she graduated with an MBA/CEMS Master. She also holds a PhD in Business Administration from the University of St Gallen/ University of Michigan Ann Arbor.

4 Ramsay Health Care Limited | Notice of Annual General Meeting