Cochlear : Voting Form

Cochlear Limited ABN 96 002 618 073‌‌‌

All correspondence to:

Computershare Investor Services Pty Limited

GPO Box 2975 Melbourne Victoria 3001 Australia

Enquiries (within Australia) 1300 855 080

(outside Australia) 61 3 9415 4000

Facsimile 61 3 9473 2500 www.computershare.com

COH

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Invitation to Cochlear's 2016 Annual General Meeting Dear Shareholder

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Cochlear's Annual General Meeting (AGM) will be held at the Australian Securities Exchange, Exchange Square Auditorium, 20 Bridge Street, Sydney NSW 2000 on Tuesday 18 October 2016 at 10.00 am (AEDT).

The enclosed Notice of Annual General Meeting details the formal business to be dealt with at the AGM. Briefly, this will be to:

• receive and consider the formal reports for the financial year ended 30 June 2016 (FY16);

• adopt the remuneration report for FY16;

• re-elect directors; and

• approve the grant of long-term incentives to the Chief Executive Officer & President.

  The Board's voting recommendations in relation to the items of business are set out in the Notice of Annual General Meeting. We invite shareholders to submit questions in advance of the meeting on the enclosed Questions from Shareholders form. If you choose to attend the meeting, please bring the enclosed proxy/voting form with you to assist with your registration for entry to the AGM. If you do not plan to be at the meeting, you are encouraged to vote directly or appoint someone to attend and vote on your behalf as your proxy. Instructions on how to vote directly or appoint a proxy are set out in the enclosed proxy/voting form.

  Direct votes or proxy/voting forms must be received by 10.00 am Sydney time on Sunday 16 October 2016 to be valid for the meeting. Your proxy may be appointed in a variety of ways as described in the Notice of Annual General Meeting under 'Proxies'.

  The AGM will be webcast live on Cochlear's website, www.cochlear.com. Also available on our website is:

• a link from the Share registry page to our share registry to register your e-mail address in order to receive all shareholder information electronically;

• the Cochlear 2016 Annual Report and the 2016 Notice of Annual General Meeting; and

• copies of ASX announcements made by Cochlear. I look forward to seeing you at the AGM.

Yours sincerely

Rick Holliday-Smith

Chairman

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Cochlear Limited ABN 96 002 618 073

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COH

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Lodge your vote:

 Online:

www.investorvote.com.au

 By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne

Victoria 3001 Australia

In Person:

Computershare Investor Services Pty Limited 452 Johnston Street

Abbotsford, Victoria 3067

Alternatively you can fax your form to (within Australia) 1800 783 447

(outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505

(outside Australia) +61 3 9415 4000

 For your vote to be effective it must be received by 10:00 am (AEDT) Sunday 16 October 2016

All your securities will be voted in accordance with your directions.

Vote Directly

Voting 100% of your holding: Mark either the For, Against or Abstain box opposite each item of business. Your vote will be invalid on an item if you do not mark any box OR you mark more than one box for that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement.

Appoint a Proxy to Vote on Your Behalf

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that

person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate "Appointment of Corporate Representative" prior to admission. A form may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, 

or turn over to complete the form

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MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the

correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise



their broker of any changes.

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Proxy/Voting Form Please mark to indicate your directions

STEP 1

At the Annual General Meeting of Cochlear Limited to be held the Australian Securities Exchange, Exchange Square Auditorium, 20 Bridge

Street, Sydney NSW 2000 on Tuesday 18 October 2016 at 10:00 am (AEDT) and at any adjournment or postponement of that meeting, I/We being member/s of Cochlear Limited direct the following:

1. Vote Directly

   Record my/our votes

2. Appoint a Proxy to Vote on Your Behalf:

the Chairman

I/We hereby appoint

PLEASE NOTE: Leave this box blank if you have selected the Chairman of

strictly in accordance with

directions in Step 2.

of the Meeting OR

the Meeting. Do not insert your own name(s).

 PLEASE NOTE: A Direct Vote will take priority over the appointment of a

Proxy. For a valid Direct Vote to be recorded you must mark FOR, AGAINST, or ABSTAIN on each item.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit).

Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Items 2.1 and 4.1 (except where I/we have indicated a different voting intention below) even though Items 2.1 and 4.1 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or to abstain from voting on Items 2.1 and 4.1 by marking the appropriate box in step 2 below.

STEP 2 Items of Business

 PLEASE NOTE: If you have appointed a proxy and you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority. If you are directly voting and you mark the Abstain box for an item, it will be treated as though no vote has been cast on that item and no vote will be counted in computing the required majority.

For

Against

Abstain

Ordinary Business

Special Business

4.1 To approve the grant of securities to the Chief Executive Officer & President Mr Chris Smith under the Cochlear Executive Incentive Plan

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must becompleted.

Individual or Securityholder 1 Securityholder 2 Securityholder 3

Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name

Contact Daytime

Telephone Date //

C O H 2 1 4 2 5 7 A