COCHLEAR LIMITED — Declaration of Voting Results & Voting Rights Announcements 2020

Oct 19, 2020

1 University Avenue Macquarie University NSW 2109 AUSTRALIA www.cochlear.com

==> picture [98 x 82] intentionally omitted <==

ASX Announcement

20 October 2020

RESULTS OF 2020 ANNUAL GENERAL MEETING

We refer to the Cochlear Limited Annual General Meeting held today. The results of the meeting are set out in the attached document.

These results are provided in accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act. The results include details of the proxies and direct votes received as well as the results of the polls held.

For further information, please contact:

Analysts

Media

Kristina Devon Jennifer Stevenson Head of Investor Relations Head of Corporate Communications Email: kdevon@cochlear.com Email: jstevenson@cochlear.com Ph: + 61 2 9611 6691 Ph: +61 2 9611 6959

This announcement is authorised by the Company Secretary.

Cochlear Limited ABN 96 002 618 073

Cochlear Limited Annual General Meeting Tuesday, 20 October 2020 Results of Meeting

The following information is provided in accordance with section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2.

The following information is provided in accordance with section 251AA(2) of the Corporations Act
	Resolution details				Instructions given to validly appointed proxies(as at proxy close)				Direct votes(as at close of direct voting)			Number of votes cast on the poll(where applicable)			ResolutionResult
	Resolution	Voting Method	ResolTy	utione	For	Against	Proxy'sDiscretion	Abstain	For	Against	Abstain	For	Against	Abstain*	Carried /Not Carried
	1.1 To receive the Company’s Financial report, the Directors’ report			nary	44,130,041	102,341	209,785	688,450	1,009,829	35,214	13,786	45,364,49399.69%	139,7690.31%	702,247	Carried
	and the Auditor’s report in respect of the financial year ended 30June 2020	Poll	Ordi
	2.1 To adopt the Company’s Remuneration report in respect of thefinancial year ended 30 June 2020	Poll	Ordi	nary	43,285,079	482,060	209,777	1,152,475	857,569	185,367	8,324	44,364,50298.51%	671,6401.49%	1,161,015	Carried
	3.1 To re-elect Mr Andrew Denver as a director of the Company	Poll	Ordi		38,877,582	5,960,334	210,675	82,026	960,143	75,596	23,090	40,060,25186.90%	6,040,26013.10%	105,848	Carried
	3.2 To re-elect Prof Bruce Robinson as a director of the Company	Poll	Ordinary		43,932,876	969,804	210,655	17,282	979,393	58,284	21,011	45,137,55297.77%	1,030,3732.23%	38,293	Carried
	3.3 To re-elect Mr Michael Daniell as a director of the Company	Poll	Ordinary		44,389,717	521,935	210,800	8,165	972,933	57,355	27,327	45,589,62198.74%	580,0321.26%	35,492	Carried
	4.1 To elect Mr Stephen Mayne as a director of the Company	Poll	Ordinary		2,445,255	42,387,009	210,514	87,839	249,311	797,159	12,359	2,699,2435.85%	43,406,37194.15%	100,745	Not Carried
	5.1 To approve the grant of securities to the CEO & President MrDig Howitt under the Cochlear Executive Incentive Plan	Poll	Ordinary		44,443,678	486,291	194,904	5,744	836,757	204,838	17,234	45,483,74998.48%	700,0771.52%	23,392	Carried
	6.1 Special resolution to replace the Constitution of the Company	Poll	Special		44,484,257	11,857	195,379	439,124	921,534	76,652	60,643	45,616,29999.81%	88,5090.19%	501,521	Carried
	7.1 Special resolution to insert proportional takeover provisions inthe proposed constitution	Poll	Special		44,635,102	278,524	195,357	21,634	930,864	67,887	60,078	45,775,65399.25%	347,2100.75%	83,466	Carried

• Votes cast by a person who abstains on an item are not counted in calculating the required majority on a poll.