Sonic Healthcare : Dividend Reinvestment Plan Rules

15 February 2017

DIVIDEND REINVESTMENT PLAN RULES (DRP RULES)

The Board of Sonic Healthcare Limited (SHL.AX) has used its discretion under DRP Rule 15: Variation of Plan to make some minor amendments (of an administrative or procedural nature) to the DRP Rules.

In accordance with Listing Rule 3.10.8, a copy of the amended DRP Rules is attached and is also available on Sonic's web site.

For further information regarding this announcement, please contact:

Paul Alexander

Company Secretary

Telephone: [phone]

Facsimile: [phone]

Email: [e-mail]

SONIC HEALTHCARE LIMITED ABN 24 004 196 909 14 GIFFNOCK AVENUE MACQUARIE PARK NSW 2113 AUSTRALIA LOCKED BAG 145 NORTH RYDE NSW 1670 TELEPHONE[phone] FACSIMILE [phone]

DIVIDEND REINVESTMENT PLAN CONTENTS PAGE

SUMMARY OF RULES 1

COMMONLY ASKED QUESTIONS AND ANSWERS 4

DIVIDEND REINVESTMENT PLAN RULES 7

Sonic Healthcare Limited ABN 24 004 196 909

Version date: 15 February 2017

SUMMARY OF RULES

The Sonic Healthcare Limited ("Sonic") Dividend Reinvestment Plan (the "DRP") allows you to automatically reinvest some or all of your cash dividend in exchange for additional ordinary shares.

This booklet has been prepared to assist you in deciding whether you wish to receive a cash dividend or increase your shareholding in Sonic by reinvestment of your dividend. A copy of the DRP Rules is contained in this booklet, which you should read carefully before deciding whether to participate in the DRP, or vary or withdraw from your participation where you have previously elected to participate. That decision should be taken after considering your particular financial and taxation position.

It is stressed that while this summary provides an outline of the Plan's operation, nothing in this booklet is intended to constitute financial product advice (and Sonic is not licensed to provide such advice). This booklet provides general comments only and does not take into account your personal objectives, financial situation or needs and should not be relied on as the basis for any decision you make in relation to participating in the DRP. You should obtain independent financial, legal and taxation advice in relation to your personal circumstances and how the participation in the DRP will affect you before making any decision to participate.

If you are not already a DRP participant, it is not necessary for you to take any action if you wish to continue to receive your dividends in the form of cash only. Key Points

Your participation and where to find the DRP form

If you wish to take advantage of the DRP, you should submit a DRP Election Form online at www.computershare.com.au/easyupdate/shl. Holders will be taken to have signed the Election Notice if lodged online in accordance with the instructions on the website. Alternatively, you can request a DRP Election Form by contacting Sonic's Share Registry (noted at the back of this booklet) and completing and returning it to Sonic's Share Registry.

You may nominate some or all of your shareholding for participation in the DRP. A DRP Election Form must be received by the Election Date for a dividend to be effective for that dividend. The nominated participation will apply to all subsequent dividends for which the DRP is in operation, until altered by you through the lodgement of a new DRP Election Form or a Withdrawal Form or until the DRP is terminated by Sonic.

Who the DRP is available to

Subject to any further determination by the Board, the DRP is available to all Sonic shareholders with a registered address in Australia, New Zealand or the United Kingdom, but not to shareholders with a registered address in any other country (other than to certain eligible shareholders in the United States, as determined by the Board in its discretion).

Participation in the DRP is made available to shareholders resident in the United Kingdom, the United States and New Zealand in reliance on various exceptions or no action positions. Sonic is not required to prepare or register a prospectus or similar document in respect of the DRP in those jurisdictions.

This DRP information booklet has not been registered, filed with or approved by any regulatory authority in Australia, the United Kingdom, the United States or New Zealand.

The way your DRP entitlement is calculated

Ordinary shares issued or transferred under this DRP are issued or transferred by reference to the market price less a discount (if any) as determined by the Board from time to time. Please see the DRP Rules for full details of how the market price under the Sonic DRP is determined.

Your entitlement is calculated by multiplying the cash dividend (in cents per share) which you would otherwise have received on the shares participating in the DRP (after allowing for any taxes) by the number of shares you have participating in the DRP plus any cash balance you may have remaining from prior dividends and dividing that amount by the market price calculated pursuant to the DRP Rules less any discount determined by the Board.

Applicable discount

The Board will announce any discount applicable to the DRP. The Board also has the power to change the discount, and will inform ASX of any change if it does so.

Residual amounts are carried forward

You will only receive a whole number of shares under the DRP. Where the allocation calculation would otherwise result in a fraction of a share being allocated to you, the cash amount attributable to that fraction will be retained (without interest) and held in an account on your behalf for application to future DRP issues or transfers. The cash balance will be paid to you within 6 months if you cease to be a shareholder.

Shares rank equally

Ordinary shares will be issued or transferred under the DRP shortly after the close of the period during which the market price is calculated or, if later, shortly after the time the cash dividends are paid. Those shares will rank equally in all respects with existing issued ordinary shares and may be sold any time after you receive them.

No additional cost to participate

You pay no brokerage, commission or stamp duty on the issue or transfer of these shares under the DRP.

Plan statement

A statement is sent to you at the time of each issue or transfer giving details of your participation in the DRP.

Tax

For Australian income tax purposes, dividends reinvested under the DRP are treated as dividends received by you in the same way as cash dividends received on shares which are not participating. Sonic does not take responsibility for the taxation liabilities of shareholders and recommends you obtain professional taxation advice. Shareholders subject to foreign taxation laws are advised to make enquiries about their tax liabilities under those laws.