Voting Guide & Ballot

Time-sensitive materials Group Health Cooperative Governance Services — E4N 320 Westlake Ave. N., Suite 100 Seattle, WA 98109-5233

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PERMIT NO. 5203

YOUR BALLOT INSIDE

All ballots must be received on or before March 9, 2016.

REGARDING GROUP HEALTH JOINING KAISER PERMANENTE

Voting Guide & Ballot

Information for voting members

Group Health has signed an agreement to join Kaiser Permanente. For this to occur, Group Health’s voting membership must approve a Plan of Member Substitution (the “Plan”) by a two-thirds majority of those votes cast; the acquisition must also be approved by regulatory agencies. This booklet contains information concerning the Plan that the Board has recommended and a ballot on which you can cast your vote. If you did not receive a ballot in this publication, or you need a replacement ballot, please call 206-448-5790 or, toll-free, 1-800-252-3305, ext. 21. IMPORTANT DATES Jan. 30, 2016: First day of Special Meeting of the Membership; advisory vote taken. March 9, 2016: Date all ballots must be received by the independent, outside tabulator. Mail your ballot well in advance of this date to help ensure it is received in time. March 12, 2016: Final day of Special Meeting of the Membership, when results of the mail ballot vote are announced. See page 32 for

more details.

This is your opportunity to vote.

You will not be able

to vote in person at the

March 12 meeting.

Table of contents VOTING INFORMATION Why you should vote/Advisory vote results .......... 1

CONTRACT SUMMARY AND FINANCIAL FACTS Summary of acquisition agreement ..................... 27

Chair message .................................................................. 2

Financial statement ...................................................... 30

Background statement .................................................. 3

Fairness consideration ................................................. 31

Board Resolution, including Plan of Member Substitution .................................................... 4 Board position statement .......................................... 13

ANNOUNCING RESULTS OF MAIL BALLOT VOTE

March 12 meeting information ............................... 32

Pro statement .................................................................. 16

Meeting rules ................................................................... 33

Con statement ................................................................ 17

Changes at a glance .................................................... 18

Frequently asked questions ....................................... 19

Keeping voters informed ............................................ 22

ENDORSEMENTS Senior Caucus/SEIU statements ............................. 23

Group Health Physicians statement ...................... 24

Why you should vote This Voting Guide and enclosed mail ballot give you the chance to vote on a crucial issue that affects Group Health’s future. The question before voting members is whether to approve a Plan of Member Substitution (the “Plan”) that will allow Kaiser Foundation Health Plan of Washington (“Kaiser”) to become the sole member of Group Health Cooperative—thereby terminating all other voting membership interests in Group Health—and enable the transfer of Kaiser’s purchase payment (net of refundable member fees and funds for escrow) to a new nonprofit organization, the Group Health Community Foundation. The Group Health Board of Trustees has unanimously recommended that Group Health voting members approve the Plan, which is found on pages 5–12 of this Voting Guide. Who can vote: Members whose applications for voting membership were received by Dec. 1, 2015. How this vote differs from the advisory vote: The vote taken at the Jan. 30 Special Meeting of the

Membership was advisory only. It was not binding, only an indication of how eligible voting members in

attendance viewed the Plan. The mail ballot vote will determine the final decision about the Plan.

Mail ballot vote results: To be approved, the Plan of Member Substitution requires a vote in favor by at least two-thirds (2/3) of those eligible members voting in this mail ballot process. Results will be announced when the Special Meeting of the Membership resumes on March 12. For details about this meeting, see page 32.

Special Meeting highlights and advisory vote results On Jan. 30, 2016, more than 1,600 voting members and others from the community attended the first day of the Special Meeting of the Membership regarding Group Health joining Kaiser Permanente. • After discussion and debate, the rules for the meeting and agenda were adopted as proposed (see pages 32 and 33). • Brief comments were delivered by Susan Byington, Chair of the Cooperative; Scott Armstrong, President & CEO, Group Health Cooperative; Stephen Tarnoff, MD, President, Group Health Physicians; and Bernard J. Tyson, Chairman & CEO, Kaiser Permanente. • Voting members asked questions of a panel of Group Health trustees and leaders, Kaiser Permanente leaders, and Group Health Physicians leaders during a 45-minute question and answer period. The discussion was moderated by Bob Watt, Vice Chair of the Cooperative. • Trustee Katie Bell presented the Board’s resolution, with

a summary of the Plan, to the assembly.

• Principal “pro” sponsor, Rosemary Daszkiewicz, moved

approval of the Plan and presented opening remarks

for the pro position. Principal “con” sponsor Maralyn

Chase, presented the principal con statement. Then, 10 pro and 10 con speakers, who were chosen by a random drawing, were given the opportunity

to speak or delegate their speaking time to another eligible voting member. The principal pro and con speakers concluded the debate with final remarks to the assembly. • After more than four and a half hours of meeting program, eligible voting members had the opportunity to take part in an advisory vote on the recommended Plan of Member Substitution. Votes were tabulated electronically by the independent firm, Turning Point Technologies. • The meeting was temporarily adjourned, to resume March 12, 2016.

ADVISORY VOTE RESULTS The Jan. 30 vote was not binding, only an indication of how eligible voting members in attendance viewed the proposed Plan of Member Substitution. 1,094

179 In favor

Opposed

51 Abstaining

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Chair message

Dear valued members of Group Health Cooperative, With this ballot, you have the opportunity to vote on the Board of Trustees recommendation to join Kaiser Permanente. For each of us, this vote is personal. We all have a story about when Group Health has been there for us. Many of our children were born here; some families have been members for generations. Many of us work for Group Health—it is how we live our personal commitment to take great care of others. As I’ve shared with many of you, we would not recommend this if we did not believe this choice is essential to protect and maintain access to the region’s best care and affordable rates.

Why change? Quite simply, the future of Group Health, as a small, independent regional health delivery system, is at risk: • Our system has lost about 70,000 members from 2011–2015—that means less money to pay for the great care and services you deserve. • We can no longer delay investments. We must update facilities, medical equipment, and IT systems. We also must absorb rapidly escalating drug costs. • Large national insurers are moving in—attracting members and taking ours. These for-profit companies have deep pockets that enable them to offer lower prices. • In spite of financial pressures, we must pay competitive wages to retain our excellent teams and hire strong talent when vacancies occur. In recent years, Group Health reduced costs and lowered rates to be more competitive. But there are trade-offs, like longer wait times and delays in improving facilities and billing systems. You’ve told us you don’t like the results. The Board, our employees, and our doctors don’t either. This is why the Board decided to explore joining with another organization. Many were interested, including local and national, for-profit and nonprofit. To garner the strongest offer possible, this was a very competitive and confidential process. While our preferred choice was to remain independent, it became very clear that this is a better path forward. At the same time, the Group Health Physicians Board reached the same unanimous decision. Joining Kaiser Permanente offers a strong future based on what we all value—affordable, patientcentered, integrated care provided by a nonprofit with local operations committed to the health of the communities we serve and resources to invest in the care and services you count on.

Why now? We have worked hard to get to where we are today, with the best quality in the state but with shrinking market share and financial demands that threaten our viability. Growth and investment are critical. We must be brave in making hard choices now. We cannot wait until we are desperate and face far less appealing alternatives. This choice today enables us to continue to be there for you. It reflects the spirit of our founders who dared to challenge the status quo and push forward in unexpected ways to make quality care affordable and accessible for the greatest number. As you weigh this recommendation, I want to thank you for your participation in this pivotal vote. With your support, we can continue to be your trusted home for health care for decades to come. Sincerely,

Susan Byington, Chair

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Background statement

The member-elected Board of Trustees has unanimously approved an Acquisition Agreement with the nonprofit Kaiser Foundation Health Plan of Washington (Kaiser). Subject to the required voting member and regulatory approvals, the joining together of Group Health Cooperative and Kaiser through this acquisition will have the following implications:

An independent financial advisor, engaged by the Board, rendered its opinion to the Board to the effect that the purchase price, as adjusted for the refundable membership fees to be paid to current Group Health members, to be paid by Kaiser to Group Health Community Foundation is fair to Group Health from a financial point of view.

• Kaiser will be the sole member of Group Health; all other voting membership interests in Group Health will terminate.

In order for the acquisition to go forward, Group Health voting members must approve a “Plan of Member Substitution” (the “Plan”) that the Board has approved and recommended to the voting members. The Plan includes:

• Kaiser will pay a purchase price of one billion eight hundred million dollars ($1.8 billion) for the acquisition of Group Health, a portion of which will be paid to current Group Health members to refund any one-time refundable membership fees they paid to become voting members; another portion of which will be set aside as an escrow account to pay certain legal obligations defined in the agreement; and the majority of which will be used to establish a new nonprofit foundation. • This new Group Health Community Foundation will serve the people of Washington state to improve health and wellness for all and continue to serve the mission set forth by Group Health’s founders. The existing Group Health Foundation will become a subsidiary of the new foundation. • Kaiser will invest an additional one billion dollars ($1 billion) in Group Health over 10 years following the acquisition to make improvements and investments in infrastructure to support, improve, and extend care and services provided to patients and enrollees in Washington state. • Consistent with its ongoing commitment to community benefit, Kaiser expects to make additional community benefit contributions of eight hundred million dollars ($800 million) in Group Health’s service areas across the state over 10 years following acquisition.

• The specific amendments to the Group Health Articles of Incorporation and Group Health Bylaws that would simultaneously terminate current voting member interests and substitute Kaiser as the sole voting member. • The transfer of Kaiser’s purchase payment (minus the payment of refundable membership fees and the escrow) to the new nonprofit community foundation. The Plan is included in its entirety in this publication. A summary of the Acquisition Agreement and associated amendments is also included. The Board of Trustees unanimously recommends that the voting members of Group Health vote in favor of the Plan. In order to proceed, the Plan must be approved by two-thirds of voting members who participate in this mail ballot vote. Approved by the Background Statement Overview Committee: Susan Byington, Chair; Marie Anderson; Warren Kuwahara; Denyse McFadden; and Jim Yearby.

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Board Resolution containing Plan of

Member Substitution for approval

Group Health Cooperative Board of Trustees Resolution No. 2015-08 WHEREAS, Group Health Cooperative (“Group Health”) has long been dedicated to caring for people and communities by providing exceptional health care, and has never stopped looking for ways to better serve those who trust us with their health care: WHEREAS, pursuant to the Washington Nonprofit Corporation Act and the Group Health Articles of Incorporation and Bylaws, the Board of Trustees (the “Board”) is charged with management of the affairs of Group Health and, in furtherance of the purposes served by Group Health, may exercise all of the powers of the corporation, subject to rights granted thereby to Group Health’s voting members; WHEREAS, the Board, after exhaustive review, has concluded that the best way to fulfill Group Health’s mission and purpose, serving Group Health’s members and the community for years to come, is to enter into an extraordinary transaction with an organization that shares Group Health’s values and deep commitment to both individual and collective health through patientcentered care, evidence-based medicine, prevention and wellness, and top-quality, coordinated systems that make it easier for people to reach their health and life goals; WHEREAS, the Board has determined (after careful consideration and deliberation, further described below) that the transactions contemplated by the Acquisition Agreement by and among Group Health, Group Health Community Foundation, a Washington nonprofit corporation (the “New Foundation”), and Kaiser Foundation Health Plan of Washington, a Washington nonprofit corporation (“Kaiser”), dated December 3, 2015 (the “Acquisition Agreement”) achieves the purpose described above; WHEREAS, the Acquisition Agreement, in sum, provides for, among other things, changes to the membership structure of Group Health and specifics of payments and investments to be made by Kaiser, as described below:

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(i) the substitution of Kaiser as the sole member of Group Health with the simultaneous termination of all outstanding membership interests of Group Health’s members by amending and restating Group Health’s Articles of Incorporation and Bylaws (the “Acquisition”); (ii) the payment by Kaiser of a purchase price of One Billion Eight Hundred Million Dollars ($1,800,000,000) (the “Purchase Price”), a portion of which shall be paid to Group Health voting members to refund any one-time refundable membership fees paid by these members in satisfaction of refund obligations under current Group Health Bylaws (as adjusted for such amount, the “Adjusted Purchase Price”), and Seventy Five Million Dollars ($75,000,000) of which will be placed in an escrow account to satisfy indemnification obligations under the Acquisition Agreement (the “Escrow Amount”); (iii) the investment by Kaiser of One Billion Dollars ($1,000,000,000) in Group Health and its subsidiaries during the first ten (10) years following the closing of the Acquisition (the “Closing”) for ongoing capital improvements and key investments in technology, infrastructure and other improvements to support patient care and member experience; and (iv) the commitment by Kaiser to continue significant investments in the local community in the form of community benefit, in an aggregate amount of Eight Hundred Million Dollars ($800,000,000) during the first ten (10) years following the Closing; in each case subject to the terms and conditions of the Acquisition Agreement; and (v) the substitution of the New Foundation as the sole corporate member of Group Health Foundation, a Washington nonprofit corporation (“GHF”); WHEREAS, the purposes of New Foundation are charitable and social welfare and focus on improving the health and wellness of the people of the state of Washington;

WHEREAS, the Board retained Evercore Partners, LLC (“Evercore”) as an independent financial advisor to assist Group Health in evaluating strategic alternatives and evaluate the financial fairness of an extraordinary transaction; Evercore has presented and provided to the Board, and the Board has reviewed and considered, extensive materials analyzing the financial fairness of the Adjusted Purchase Price to be paid by Kaiser to New Foundation in connection with the Acquisition; and Evercore has confirmed in writing that the Adjusted Purchase Price to be paid by Kaiser to New Foundation in connection with the Acquisition is fair to Group Health from a financial point of view; WHEREAS, implementation of certain portions of the Acquisition Agreement requires the approval by the members of Group Health who are entitled to vote (“Members”) through a Plan of Member Substitution which has the following elements: (i) the approval of amendments to the Group Health Articles of Incorporation and to certain provisions of the Group Health Bylaws requiring Member approval (the Preamble and Article 2) which, when restated (along with other Bylaw amendments not requiring Member approval), shall constitute the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws contemplated by the Acquisition Agreement, effective at Closing, the effect of such amendments shall include the termination of the membership of all Group Health Members and the designation of Kaiser as the sole voting member of Group Health, and (ii) the payment of the Adjusted Purchase Price (less the Escrow Amount, the payment of which shall be governed by the provisions of the Acquisition Agreement) to the New Foundation; WHEREAS, Group Health intends to commence a special meeting of Group Health’s Members on January 30, 2016 in order to conduct a vote by Members to seek adoption of a resolution approving the Plan of Member Substitution in accordance with applicable law and Group Health’s Bylaws; and

NOW THEREFORE BE IT:

Board Adoption of Plan of Member Substitution for Recommendation to the Group Health Members RESOLVED, in order to implement the aspects of the Acquisition Agreement requiring Member approval, the Board hereby adopts the following Plan of Member Substitution (“Plan of Member Substitution”):

Plan of Member Substitution 1. Effective at Closing, the Articles of Incorporation of Group Health shall be amended as provided in Exhibit 1 attached hereto and incorporated herein; 2. Effective at Closing, the Bylaws of Group Health shall be amended to include the amendments requiring Member approval as provided in the attached Exhibit 2 and incorporated herein and other amendments approved by the Board; 3. Effective at Closing, and as a result of the foregoing amendments, the membership and all related rights of all current and former Members of Group Health shall be terminated, except the right of Members who paid refundable membership fees to receive a refund of those refundable fees; and Kaiser shall become the sole member of Group Health; 4. At Closing, the Adjusted Purchase Price (less the Escrow Amount, payment of which shall be governed by the provisions of the Acquisition Agreement) shall be transferred to the New Foundation for its charitable and social welfare purposes as provided in the Acquisition Agreement; 5. The Plan of Member Substitution shall be implemented by Group Health in accordance with the Acquisition Agreement; and 6. The Plan of Member Substitution, once approved by the Members in accordance with the Bylaws, may not be withdrawn by the Members.

WHEREAS, the Board has approved the form, terms and provisions of the Acquisition Agreement and the transactions contemplated thereby.

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Resolution, continued

Member Approval of Plan of Member Substitution RESOLVED FURTHER, that the Plan of Member Substitution be submitted to the Members for adoption and approval at a Special Meeting commencing on January 30, 2016 and concluding on March 12, 2016 and conducted in accordance with Group Health Bylaws and state law; RESOLVED FURTHER, that the Board unanimously recommends that the Members of Group Health vote in favor of the adoption of the Plan of Member Substitution for the purposes of delivering on our mission, reaching more people, and improving the health and lives of members and patients for years and generations to come. Approved and dated this 14th day of December, 2015. Susan Byington Chair Sarah B. Yates Secretary

EXHIBIT 1

PROPOSED AMENDMENTS TO THE

2. Each reference to the “Board of Trustees” in Article II, Section 5, Article V, and Article VI is hereby deleted and replaced by the phrase “Board of Directors.” 3. Article IV is deleted in its entirety and replaced with the following new Article IV:

ARTICLE IV. This corporation is a nonprofit corporation and is not organized for the private gain of any person. The corporation shall have no capital stock and shall have a single member — Kaiser Foundation Health Plan of Washington, a Washington nonprofit corporation. All of its income, after paying operating expenses, shall be devoted to the above purposes of the corporation. In case that the corporation is dissolved, any monies or assets remaining after payment of creditors shall be donated by the Board of Directors to a health organization that is described in Section 501(c)(3) of the Code and has purposes similar to those of this corporation, or to the federal government or a state or local government for a public purpose. 4. Article VI is here amended by changing the word “members” to “member” in the first sentence of Article VI and by adding the phrase “or herself” after the word himself in the second sentence thereof:

ARTICLES OF INCORPORATION OF

GROUP HEALTH COOPERATIVE

1. Article II is here amended by adding the following sentence as the first sentence thereof: This corporation is organized and shall at all times be operated exclusively for charitable, scientific and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including specifically to improve the health of the communities it serves and supporting the tax-exempt purposes of this corporation, its sole voting member Kaiser Foundation Health Plan of Washington and its affiliates and of Kaiser Foundation Hospitals and its subsidiaries.

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EXHIBIT 2

BYLAWS OF GROUP HEALTH COOPERATIVE

PROPOSED AMENDMENTS TO PREAMBLE

PREAMBLE

This Cooperative shall endeavor:

a. To develop some of the most outstanding hospitals and medical centers to be found anywhere, with special attention devoted to preventive medicine. b. To serve the greatest possible number of people under generally consistent with consumer cooperative principles and values, except for corporate membership, without discrimination.

c. To promote individual health by making available comprehensive personal healthcare services to meet the needs and desires of the persons being served and to reduce cost as a barrier to healthcare.

the Cooperative or (2) as a party to or beneficiary of an agreement with the Cooperative or with an organization affiliated with the Cooperative and so designated by the Board.

d. To place matters of medical practice under direction of Permanente physicians on the staff employed by the Cooperative and to afford strong incentive for the best possible performance on their part.

2.2.3 “Member” means a person admitted to membership in the Cooperative as provided in

e. To recognize other employees of the Cooperative for purposes of collective bargaining and to provide incentive, adequate compensation and fair working conditions for them. f. To educate the public as to the value of the cooperative method of health protection, and to promote other projects in the interest of public health.

Proposed Amendments to Article 2 ARTICLE 2 ARTICLE 2MEMBERSHIP MEMBER AND MEMBER RIGHTS 2.1 2.1 Purpose of Article 2 The members sole Member of this Cooperative shall have those rights described in this Article 2 and under Washington law. The rights of members include the determination of qualifications for membership, the election and removal of members of the Board, the election and removal of the chair of the standing nominating committee, adoption of resolutions that are advisory to the Board, approval of extraordinary actions listed in Article 2.9, and amendment of the Preamble and this Article 2. 2.2 2.2 Definitions The following terms used in this Article 2 are defined as follows: 2.2.1 2.2.1 “Board” means the Board of Trustees of the Cooperative.Directors of the Corporation. 2.2.2 “Member” means Kaiser Foundation Health Plan of Washington, a Washington nonprofit public benefit corporation.

Section 2.3. 2.3 Member Meetings and Action by Written Consent 2.3 Qualification for Membership Membership in this Cooperative shall be open to those consumers eighteen (18) years of age or older, current in monthly premiums, who believe in its purposes and in democratic cooperative principles, and who indicate the same by applying for membership. The Board shall establish requirements and procedures for consumers to become members and a consumer shall become a member upon compliance with such requirements and procedures. The Board shall maintain an accurate roster of members. 2.4 Expulsion of Members Any member may be expelled from membership upon two-thirds (2/3) vote of the Board, after notice and hearing before the Board. Grounds for expulsion shall be established in policy adopted by the Board. Any member so expelled shall have the right to appeal, with notice and hearing, at the next succeeding annual meeting of the members or at any special meeting called for that purpose, if a notice of appeal is filed with the Secretary within thirty (30) days after expulsion. The expulsion shall be confirmed, or reinstatement effected, by majority vote of the members present at such a meeting. 2.5 Refunds The Board shall authorize the refund of the membership fee or capital dues in excess of $25 paid by any member after termination of membership. Any refund shall be made in the manner set forth in policy adopted by the Board.

2.2.2 “Consumer” means any person subject to adult medical dues or who is eighteen (18) years of age or older who is entitled to receive medical or hospital services from the Cooperative either (1) as a member of

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Resolution, continued

2.6 Membership Meetings

2.6.4 Member Resolutions at Annual Meetings

2.3.1

Members may place a resolution to amend Article 2 of these bylaws or an advisory resolution on any other matter on the agenda for consideration at an annual meeting of members pursuant to this section. In order for the Board to promptly and directly address matters that may become the topic of such a resolution, the sponsors of a proposed resolution shall first present the resolution to the Board for consideration and possible solution of the issue without the need for a vote of the membership. The sponsors of a proposed resolution shall not be required to obtain signatures of members prior to taking the matter to the Board, but must file such a proposed resolution with the Secretary not less than one hundred twenty (120) days prior to the annual meeting.

2.6.1 Annual Meeting

An annual meeting of members shall be held in the Cooperative’s service area during the fourth quarter of each calendar year. The time and place of the annual meeting shall be determined by the Board not later than March 31 of each calendar year. 2.6.2 Special Meeting A special meeting of members may be called by (1) the Chair of the Cooperative, (2) a majority of the Board, (3) the Board upon receipt of a petition for the removal of a trustee or the chair of the standing nominating committee signed by two hundred fifty (250) or more members and filed with the Secretary in accordance with Section 2.8.2, (4) the Board upon receipt of a petition containing a resolution to amend Article 2 of these bylaws signed by two hundred fifty (250) or more members and filed with the Secretary in accordance with Section 2.6.5, or (5) as otherwise provided by law. Special meetings shall be held in the Cooperative’s service area at a time and place designated by the Board. There shall be an annual meeting of the Member to be held within or outside the service area. 2.3.2 Other Action by the Member The Member may, by unanimous written consent or unanimous written consent by electronic transmission, take any action which the members of a Washington nonprofit corporation are permitted to take under Washington law without a meeting, and any action so taken shall have the same effect as, and be in all respects as valid as, action taken at a meeting duly held. 2.6.2.1 Special Meeting Agenda The agenda of a special meeting of members shall be limited to the matters described in the notice of such special meeting. Such matters may be discussed and amended at the special meeting and final member voting shall be conducted in accordance with Section 2.8. 2.3.3

2.6.3 Notice of Member Meetings

Members The Member shall be provided notice of an annual or special meeting as required by law.

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The Secretary shall present the proposed resolution to the Board for consideration within fifteen (15) days after receipt of the resolution. The Board shall consider the resolution and provide the resolution sponsors with a written response to the resolution within ten (10) days of the meeting at which the Board considers the resolution. If, after receipt of the Board’s response, the resolution sponsors still want to place the resolution on the agenda of the annual meeting, they shall file a request to do so with the Secretary not less than eighty (80) days prior to the date of the annual meeting. The request shall (1) be in the form of a resolution signed by two hundred fifty (250) or more members eligible to vote on the date that the resolution is filed, (2) identify three individual members as the resolution sponsors and which individual will serve as the principal sponsor, and (3) be submitted in accordance with rules and procedures established by the Board. Resolutions submitted to the membership in accordance with this section may be discussed and amended at the meeting, so long as the amendment is germane to and does not expand the subject matter of the resolution. An advisory vote to the membership on any resolution shall be conducted at the meeting, and final member voting shall be conducted in accordance with Section 2.8. Submission of a resolution to the members for a vote pursuant to this section shall not derogate from the duty and authority of the Board to manage the affairs of the Cooperative, and the vote of members on any such matter shall be advisory to the Board and be binding and determinative only as provided by law.

2.4

Changes in Membership

Changes in membership may be effected in such manner as the Member shall determine. Only the Member has the power to make changes in membership. 2.4.1

Member Election of Directors.

Directors shall be elected by the Member. 2.6.5 Member Resolutions at Special Meetings Members may petition the Board to call a special meeting to consider a resolution to amend Article 2 of these bylaws pursuant to this section. The Board shall first consider such a petition in order to promptly and directly address matters raised by the proposed amendment of Article 2. Members may request a special meeting to consider a resolution to amend Article 2 by filing a petition signed by two hundred fifty (250) or more members with the Secretary. The proposed resolution to amend Article 2 of these bylaws shall be set forth as part of the petition. The petition shall also identify three individual members as the resolution sponsors, identify which individual will serve as the principal sponsor, and shall be submitted in accordance with rules and procedures established by the Board. The Secretary shall present the petition for a special meeting to the Board for consideration within twenty (20) days after receipt of the petition. The Board shall consider the proposed resolution to amend Article 2 and provide the resolution sponsors with a written response to the resolution within ten (10) days of the meeting at which the Board considers the resolution. If, after receipt of the Board’s response, the resolution sponsors still want the resolution to be considered at a special meeting, they may refile the petition with the Secretary within ten (10) days of notice of the Board’s response. The Board shall then call a special meeting of the membership to consider the proposed resolution to amend Article 2 within sixty (60) days of the date the petition is refiled with the Secretary, unless the annual meeting is scheduled for not less than sixty (60) nor more than one hundred twenty (120) days after the date the petition is refiled with the Secretary, in which case the proposed resolution shall be placed on the agenda of the annual meeting.

Resolutions submitted to the membership in accordance with this section may be discussed and amended at the meeting, so long as the amendment is germane to and does not expand the subject matter of the resolution. An advisory vote to the membership on any resolution shall be conducted at the meeting, and final member voting shall be conducted in accordance with Section 2.8. Submission of a resolution to the members for a vote pursuant to this section shall not derogate from the duty and authority of the Board to manage the affairs of the Cooperative, and the vote of members on any such matter shall be advisory to the Board and be binding and determinative only as provided by law. 2.7 Quorum A quorum of one hundred (100) members shall be required to transact business at any annual or special meeting of the members. 2.8 Member Voting Only eligible members are entitled to vote in the election of trustees and standing nominating committee chair and on other matters submitted to a vote of members at a meeting or by mail ballot. Only those consumers who are members at least sixty (60) days before the date of a membership meeting are eligible to vote at such meeting or by mail ballot. Each member shall have one and only one vote. Voting by written proxy and cumulative voting shall not be allowed. Voting shall be conducted in accordance with time periods, procedures, and rules as may be established by the Board. The election of trustees and the chair of the standing nominating committee shall be conducted in accordance with Section 2.8.1. An appeal filed under Section 2.4 shall be determined as described in Section 2.4. On other matters submitted to a vote of members, an advisory vote to the membership shall be conducted at the membership meeting and final voting shall be by mail ballot after the meeting. 2.8.1 Member Election of Trustees and Chair of the

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Resolution, continued

Standing Nominating Committee Election of trustees and the chair of the standing nominating committee shall be by mail ballot voting of members before the annual meeting or through voting by ballot at the annual meeting. The names of all persons nominated shall appear on the ballot. Advance mail ballot voting shall be permitted only for election of trustees and the chair of the standing nominating committee and shall be conducted in accordance with Section 2.8. Mail ballots for this purpose shall be prepared and distributed with the notice of the meeting and shall be made available to all eligible members either upon request or as may otherwise be established by the Board. 2.4.2 2.8.2 Member Removal of Trustees and Chair of the Standing Nominating Committee Directors. The Member may remove any director at any meeting or by written consent. The members may, by affirmative vote of not fewer than two-thirds (2/3) of the votes cast, remove any trustee or the chair of the standing nominating committee at any annual meeting or a special meeting called for the purpose of such a vote, pursuant to this section. A petition for removal signed by two hundred fifty (250) or more members must be filed with the Secretary. The petition shall be submitted in accordance with rules and procedures established by the Board. If the petition is filed not less than sixty (60) nor more than one hundred twenty (120) days before the annual meeting, the Secretary shall place the matter of removal on the annual meeting agenda. If the petition is filed at another time, the Board shall call a special meeting for the purpose of considering the matter of removal within ninety (90) days of receipt of the petition. Final voting on such petitions shall be in accordance with Section 2.8.

2.5 2.9 Member Approval of Merger, Consolidation, Dissolution, or Sale, Lease, Exchange, or Other Disposition of Assets The merger or consolidation of the Cooperative with another entity, the voluntary dissolution of the Cooperative, or the sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Cooperative must be approved by vote of the membersMember. By resolution, and upon notice provided under Section 2.9.12.5.1, the Board shall present a proposed plan of merger, consolidation, dissolution, or sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Cooperative to the members for approval. Such resolution shall first be considered at an annual or special meeting. Final voting on such resolution shall be conducted in accordance with Section 2.8Member for approval. The proposed plan shall be approved upon receiving not fewer than two-thirds (2/3) of the votes cast by the membersapproval of the Member. Approval of the proposed plan of merger, consolidation, dissolution, or sale, lease, exchange, or other disposition of all or substantially all the property and assets of the Cooperative shall constitute approval of such action by the membersMember. 2.5.1 2.9.1 Notice Written notice of an annual or special meeting at which any matter referred to in Section 2.9 2.5 shall be considered shall be provided to the members Member as required by law and shall set forth the proposed plan containing relevant information necessary for the members Member to make an informed decision including, but not limited to, any changes concerning the health care services to consumers and members, staff, facilities, the scope of consumer governance, and the financial impact on the Cooperative. 2.6 2.10 Board Composition The Board shall be comprised of eleven (11) trustees elected at large by the members pursuant to Section 2.8.1.

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2.11 Board Terms The terms of all trustees shall be for three years. Trustees elected at the annual meeting shall take office on January 1 following their election. Any trustee who has served three consecutive three- year terms shall be ineligible for re-election. In no single year shall this limitation of terms be applied to more than two trustees. In the event that three or more trustees shall be ineligible in one election year under this limitation, the Board shall determine which two positions shall be vacated at the end of the current terms and which one or more trustees shall be eligible to run for a maximum of one more term. After a period of not less than one year, a former trustee shall again be eligible for election to the Board. 2.6.1. The number of Directors may be changed at any time by amendment of these Bylaws by the Member. Until changed by the Member, the Board shall be comprised of a range of between five (5) and eleven (11) Directors, as determined and elected by the Member. 2.6.2. At least one-third of the Directors shall be public Directors who shall be representatives of enrollees under contracts issued by the Corporation and of the general public with no vested interest, financial or otherwise, in the operations of the Corporation. 2.7 Board Terms The term of office of each Director shall be three years, to expire at the later of the first regularly scheduled meeting of the member’s Board of Directors in the third year following their election or when their successors are elected. Directors may be elected for additional terms of office. 2.12 2.8 Board Vacancies Vacancies occurring on the Board shall be filled temporarily by election by the remainder of the Board, until a successor is elected in accordance with the procedure set forth in Section 2.8.1 to serve the unexpired term.

2.13 Nomination of Trustees and Chair of the Standing Nominating Committee A vacancy shall exist whenever a Director resigns, for any reason becomes unable to serve, is not re-elected, is removed in accord with law, or is removed by the Member. Additional vacancies shall arise whenever and to the extent that the number of Directors is increased as provided in Section 2.6.1. Any vacancy may be filled only by the Member. 2.9

Advisory Committee

2.13.1 Qualifications Any member entitled to vote at an annual or special meeting as provided in Section 2.8 may serve as a trustee or as chair of the standing nominating committee except an employee of the Cooperative, a person providing professional services on behalf of the Cooperative, or a person providing professional services to the Cooperative. 2.13.2 Standing Nominating Committee of the Membership There shall be a standing nominating committee comprised of members selected according to these bylaws and procedures and rules as may be established from time to time by the Board. The committee shall be responsible for nominating candidates for the Board not less than one hundred twenty (120) days prior to the annual meeting according to these bylaws and rules approved by the Board. Every effort shall be made to provide for contested elections. The committee shall be comprised of not fewer than eight persons, including a chair elected by members, a vice chair appointed by the Chair of the Cooperative, and not fewer than six persons appointed by Boarddesignated advisory groups and/or the Board committee charged to address governance issues. The Board committee charged to address governance issues shall nominate candidates for chair of the standing nominating committee according to these bylaws and rules approved by the Board.

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Resolution, continued

The chair shall be elected by a vote of the members pursuant to Section 2.8.1. The elected chair shall take office on January 1 following election and shall serve one three-year term. If the chair is unable to serve, the vice chair shall serve until a new chair is nominated and elected. Nominating committee members appointed by the Board-designated advisory groups shall serve one three-year term. The terms of committee members appointed by advisory groups shall be staggered so that approximately one-third (1/3) are appointed each year. The member appointed by the Chair of the Cooperative shall serve for a term of one year and may be reappointed for a maximum of two additional consecutive one-year The Board shall establish a Consumer Advisory Committee in order to afford its enrolled members an opportunity to participate and provide input in matters of policy and operation and to promote the effective use of health care services within the Corporation, and to suggest ways that the program can better serve its members. The Consumer Advisory Committee will meet at least quarterly and consist of a minimum of twenty five (25) members, none of whom will be employed by the Corporation. Members of the Consumer Advisory Committee will have three (3) year terms, and will be limited to serving for two (2) terms. ARTICLE 3 Members of the nominating committee, including the chair, shall not be eligible to serve on the committee for one year after completion of their term. Notwithstanding this limitation, any committee member other than the chair shall be eligible to be nominated and to serve as chair of the committee for one three-year term. In the event that a nominating committee member runs but is not elected to serve as chair of the committee, that member may continue to serve on the committee until the completion of his or her term. If an appointed nominating committee member is unable to serve on the committee, the vacancy shall be filled by the appointing body.

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2.13.3 Petition Candidates for Trustee and Chair of the Standing Nominating Committee After nominations by the respective nominating committee for trustee and standing nominating committee chair candidates are completed, members may nominate additional candidates by petition signed by two hundred fifty (250) or more members, if filed with the Secretary not fewer than ninety (90) days before the annual meeting. The petition shall be submitted in accordance with rules and procedures established by the Board. 2.14 Advisory Groups The Board shall establish advisory groups such as medical center councils, district advisory groups, and others for the purpose of providing consumers opportunities to participate in democratic processes for discussion of policies and services of the Cooperative. These groups, comprised primarily of consumers, will also serve in an advisory role to consumers, management, medical leadership, or the Board and will be asked for input from the consumer perspective on specified issues. 2.15 Amendment of Article 2 Article 2 of these bylaws may be amended only by vote of the members of the Cooperative in accordance with this Section 2.15 and Section 2.8. The Board may propose amendments to Article 2 by resolution presented to the members. The members may propose amendments to Article 2 by resolution in accordance with Section 2.6.4 and Section 2.6.5. The text of a proposed amendment to Article 2 shall be provided to the members as part of the notice provided of the meeting. A proposed amendment to Article 2 may itself be amended by the members at an annual or special meeting if such amendment is germane to and does not expand the scope of the previously proposed amendment.

Board position statement

Group Health Cooperative was created to offer a better way to meet your health and health care needs—and to make this a stronger, healthier, more vibrant community. We, your Trustees, are unanimous in asking you to support joining Kaiser Permanente so we can continue to give you the best care possible, respond to your needs, and do the right thing for you, your life, and your family. YOU RELY ON GROUP HEALTH TODAY—BUT THE STATUS QUO IS NOT AN OPTION Over the past few months, we have spoken with and heard from thousands of you through Town Hall meetings around the state, as well as through e-mails and calls. We hear your passion for Group Health: your unwavering commitment to access to care, the importance of reducing wait times and keeping your doctor, providing the services you need conveniently and with the latest technology, and especially lowering costs. We hear concerns about losing consumer governance, and share the knowledge that there are tradeoffs in this as in any change. But the future of great care for ourselves and our families depends on our ability to change and adapt. Membership in the Group Health system has declined—about 70,000 members from 2011–2015—at a time when the state population is growing. Large national insurers with deep pockets have entered our community, making it harder for small regional nonprofits to keep up. Drug costs are increasing rapidly, an average of 10–12 percent per year. We have cut costs significantly—including the elimination of jobs—in order to keep prices more affordable this year. And unless we can sustainably increase our membership and revenues, and invest in improvements, we risk reducing services, raising premiums, and losing more members. We, your Trustees, faced the hard reality; the status quo is not an option. As a result, and as part of our accountability to you, we made a decision to explore the possibility of a relationship with a partner. After a comprehensive, competitive process to assess our options, and thoughtful assessment to weigh these against our future as an independent regional organization, we determined that an acquisition by Kaiser Permanente now is the best way forward. Following their independent yet parallel process, we are joined unanimously in this recommendation by the Group Health Physicians Board of Directors. Joining Kaiser Permanente would ensure: • Local care and caring—You will keep your doctor and care team. If this acquisition is approved, we will be the eighth region of Kaiser Permanente, based in Washington: › You will get care with the same independent medical group—Group Health Physicians—and the same community hospitals, patient focus, and local decision-making. › We will be better positioned to attract and retain talent for your care. As we grow, so will local jobs. › You will have locally-designed benefits, including preventive care and SilverSneakers®.

› That same great care will travel with you across the Kaiser Permanente regions.

Continued next page

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Board position statement, continued

• Better service and access—You will benefit from clinic upgrades and expansion, updated technology for accurate and timely service and billing, and new ways to get convenient care and service. Kaiser Permanente has committed to invest $1 billion in this region over 10 years in clinics, medical equipment, and technology. In contrast, Group Health has only been able to make investments of $20–50 million annually for such improvements in the last few years. • Reasonable costs—As we grow, we can spread costs across more people to keep premiums down. Kaiser Permanente’s goal is to provide stable, reliable, and affordable rates and they have made major strides, keeping health care costs in line with inflation—a significant change from prior years. Part of Kaiser Permanente’s mission is to offer its plans to Medicaid members, something we are no longer able to do on our own. We share the belief that everyone deserves great care. • Listening to members—Consumers will continue to have a strong voice through a formal Consumer Advisory Committee to address policy and operations with regional leaders. Enrollees will also make up one-third (1/3) of a new local board to govern the Washington Region of Kaiser Permanente. The Senior Caucus will continue to provide the important perspective of seniors’ health and health care needs. • A commitment to quality and a record that proves it—Just as Group Health sets the standard for Washington, Kaiser Permanente received the highest ratings from the National Committee for Quality Assurance (NCQA), and in the J.D. Power & Associates Member Satisfaction study in each region. Also, six of Kaiser Permanente’s seven regions earned the top 5-star rating from Medicare this year, representing half of all 5-star plans in the country and 90 percent of all Medicare enrollees in 5-star plans. • Compatible values—As a nonprofit, Kaiser Permanente has deep community roots and strong partnerships in each of its individual regions. They expect to spend at least $800 million over 10 years here in Washington in local community initiatives and programs like Medicaid and sponsored care. Like us, they are strong advocates for policies that improve health for all, and they have put in writing their commitment to uphold Group Health’s policy to ensure access to care, including reproductive services and end-of-life care. • Group Health Research Institute will remain and will be part of Kaiser Permanente’s research network, powered by broader access to data and resources—part of our commitment to support you in making the best health care choices for yourself and your family.

YOU WILL HELP CREATE A GROUNDBREAKING ORGANIZATION TO IMPROVE HEALTH FOR ALL IN WASHINGTON This change will also create a new Group Health Community Foundation (GHCF)—with a nearly $1.8 billion endowment—to extend Group Health’s purpose to all people in Washington. Such an entity is often formed in transactions of this kind involving nonprofit, charitable organizations like Group Health. GHCF will engage people across the communities of Washington and be guided by research and data to inform and prioritize its work—a further expression of Group Health’s mission to serve the greatest number. This organization could, for example, fund local public health initiatives and clinics, advocate for health policy options, fill gaps in health, mental health, addiction or social services for women, seniors, children, or low income families. The new foundation could find ways to spread research and best practices, or provide local communities across Washington state with resources for building health from the neighborhood and family up through education, nutrition, safe and healthy environments, and more. Because it is independent and not tied to any business, the foundation can be a strong voice for important needs and changes across our state.

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CHANGING STRUCTURE IS REQUIRED This will change our existing governance structure. As your member-elected Board, we know this is a significant change. But what truly makes Group Health special is our commitment to honor your choices and your voice in your health and health care—and that by lending your voice you can create a better way forward for you, your family, and your community. We chose Kaiser Permanente because of its passionate commitment to the same values through patient-centered care, and its pledge to engage consumers in the local board, Community Advisory Committee, and Senior Caucus so that we can meet your and your family’s needs for years to come.

YOU ARE KEY TO MAKING GREAT CARE POSSIBLE FOR YEARS TO COME— PLEASE VOTE YES ON THE PLAN Supporting this choice today, we can create a strong future together. If we do not take action now, we put at risk our ability to serve you, your family, children, and grandchildren to come. We unanimously ask you to vote YES on the Plan of Member Substitution.

While Group Health has been a Washington institution for nearly 70 years, the health care industry is facing profound changes. Joining Kaiser Permanente will enable Group Health to make needed investments in care delivery with an organization that shares Group Health’s values, increase coverage for Washington Medicaid members, enrich the health of Washington communities through the new Group Health Community Foundation, and keep prices more affordable. This change will enhance the economic vitality of our state and the health of our families and neighbors. I urge voting members to vote YES. Your vote will ensure that Group Health’s legacy continues to live on—not just in our collective memories, but as a thriving, vibrant health system that has impact in our state for decades to come. Christine Gregoire Former Governor of Washington

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Pro statement

As current and former member and physician leaders, we support the proposed acquisition of our beloved Cooperative. The business case is solid. Equally important, we believe that becoming part of the Kaiser system is the only way to preserve the most important elements of Group Health, our model of care, member involvement and leadership, and our commitment to improving the health of our members. We are proud of the Cooperative’s history and independence. We grieve the loss of that independence. But given changes in health care delivery and financing, we believe this is the only way to take our founders’ vision into the rest of this century. We support the acquisition because: • Group Health’s delivery system will remain intact, and will be enhanced by $1 billion in capital investment. This ensures top notch medical equipment, facilities, and technology to provide our families with high quality care. This is one reason that the Group Health Physicians’ Board supports this proposal unanimously. • The new governance model ensures a strong member voice in the new entity. One third of the Board will be consumers, there will be a new 25-35 member Consumer Advisory Group that will meet quarterly, and the Senior Caucus will continue. • The creation of the Group Health Community Foundation, with initial funding of $1.8 billion, significantly enhances our ability to positively influence health across our state. Part of Group Health’s mission from the beginning, this new, highly capitalized foundation will give us an incredible ability to move ahead in this area. Despite the emphasis on cost cutting in recent years, Group Health is not well-positioned financially for the future. Enrollment is declining. Revenue is decreasing. The cost of care and infrastructure are serious problems. Continuing to go it alone is not a viable option. We need the advantages of a strong partner, and a larger scale. Kaiser, as a nonprofit organization that shares our values, is such a partner. Our founders established a unique model to respond to the challenges of their time. That model served us well for almost 70 years. We believe this proposed acquisition offers the only chance to ensure that Group Health will be serving our descendants 70 years from now. We believe we are honoring our founders by taking this route to the future. PLEASE JOIN US IN VOTING YES. Tom Brewer. Member since 1982. Board member of Group Health 1989–91 & 1998, Senior Caucus Chair 2006–09. Rosemary Daszkiewicz, JD. Member since 1992. Board member and chair of Group Health 2003–2012. Mike Wanderer, MD. Member since 1972. GH Physician 1972–2014. Board member and chair of GHP for 12 years.

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Con statement

Vote “No” on the “Plan of Member Substitution” Group Health Cooperative (Coop) managers have approved a secret Acquisition Agreement. Managers and Kaiser Permanente are asking us to terminate our membership interests and approve the substitution of a sole California corporate member. Members should vote “No” on the “Plan of Member Substitution”. Kaiser is the largest private managed care organization in the U.S. Over the past decade Kaiser has also gone from a reasonably priced alternative for health care to one of the most expensive in the country. Kaiser offers no explanation for the increased costs, only that this is part of doing business. Decades ago Kaiser was a non-profit that helped all people, then they changed to a for-profit model, using wording that still claims non-profit status. Although, Kaiser did report almost $3 billion in non-taxed profit in 2012, and CEO George Halvorson’s annual compensation was $6.7 million. Our bylaws, section 2.9, say the managers shall present the proposed plan of sale [Acquisition Agreement] to the members for approval. We have requested a copy of the Acquisition Agreement in order to prepare this statement. They have refused to provide it. How can members discuss the plan and make an informed decision without knowing the terms of the Acquisition? We are concerned, that like so many non-profit companies, including many Blue Cross-Shields, the Acquisition could be only the first step towards converting to an investor driven company. In undisclosed second steps, managers could: Raise premiums to pay back the $3.6 billion Acquisition costs; Move corporate offices; Relocate employees; Sell local clinics; Raid pension assets ($579 million); Convert to a stock company; Sell stock to corporate raiders; Give corporate raiders board seats; and, Get multiple million dollar windfalls. The Coop seems to be following the road, going public or trying to go public, like Premiere, WellPoint, Care first, Anthem, et cetera. Our $888 million of surplus could be at risk. Kaiser’s managers could sell us to a national insurer, like they have done to other Kaiser affiliates around the county. We don’t need Kaiser’s unaccountable corporate managers motivated by profits and bonuses; we need a strong Cooperative insurer that provides quality care, flexible coverage and lower insurance prices. We urge all members who are eligible to vote “No” on the “Plan of Member Substitution”. We urge you contact Mike Kreidler, Insurance Commissioner who must give final approval of the Acquisition. Maralyn Chase

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Changes at a glance Below is a summary of some of the key changes associated with this acquisition. FORMER STATUS

NEW STATUS

IMPACT

Nonprofit

NO CHANGE

Both are nonprofit organizations, focused on their founding purpose of providing access to quality care.

Independent and locally operated

NEW: One of eight regions in a national nonprofit

Local operations include clinical operations, quality, sales and marketing, finance, HR, regulatory, compliance, communications, government and community relations, and IT, among others.

NO CHANGE: Locally operated

Functions are connected to Kaiser Permanente program offices and are supported by shared learning across regions.

Consumer-elected board

NEW: Kaiser Permanente– appointed board of directors

Kaiser Permanente will appoint a regional president and board. At least one-third of the board will be regional enrollees. There will also be a formal Consumer Advisory Committee of 25–35 members, made up of a diverse mix of regional enrollees to address policy and operations with regional leaders.

Name: Group Health Cooperative

NEW: Kaiser Foundation Health Plan of Washington

The organization’s name and its products will change after the acquisition transition.

Doctors and hospitals

NO CHANGE

The same independent medical group serving Group Health patients today will continue to provide your care. Contracts with hospitals like Swedish, Overlake, and others around the state will continue. Kaiser Permanente has no plans to add hospitals in the state.

Access to model of care

NO CHANGE

Both organizations are fully committed to caring for the whole person, with an emphasis on prevention, integration of primary care and specialty care, and providing access to services, including reproductive choices and end-of-life care.

Labor contracts

NO CHANGE

Kaiser Permanente has agreed to assume all labor contracts under the terms in effect immediately prior to the close of the acquisition.

Investment: $20–$50 million annually

NEW: $1 billion in the organization during the next 10 years

Increased pace for making necessary improvements and innovations in care settings and operations without raising rates or making further staff cuts to fund needed upgrades.

Retiree medical coverage

NO CHANGE

Kaiser Permanente will continue to offer retiree medical coverage subject to the terms of the plans.

SilverSneakers®

NO CHANGE

Kaiser Permanente will continue the SilverSneakers® fitness program.

Senior Caucus

NO CHANGE

Kaiser Permanente will continue Senior Caucus to engage and represent the perspectives of seniors in the region.

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The Group Health name will live on in the new Group Health Community Foundation. (The foundation will be completely independent of Kaiser Permanente.)

Frequently asked questions

In Town Hall meetings held across the state, calls and e-mails to our staff, and discussions at the Special Meeting of the Membership, the following questions are among the most frequently asked by our members about the proposed acquisition of Group Health by Kaiser Foundation Health Plan of Washington. 1) Why is Group Health considering joining Kaiser Permanente? Last year, the Board of Trustees made a decision to explore the potential of a relationship with a strategic partner to ensure that our model of care and coverage remains sustainable. The Board conducted a confidential and competitive process and considered a variety of options. Throughout the process, the Board’s preferred choice was to stay independent, but pressures from large, national competitors and decreasing enrollment trends pointed toward joining another health care organization as being the best path forward. From our current financial position and reputation, we had the unique opportunity to examine different options from a position of strength. After reviewing the options, including the option of remaining independent, the Board unanimously determined that joining Kaiser Permanente—a like-minded, nonprofit organization with a focus on affordable, integrated, evidence-based care—presented the best future for our system, our membership, and our community.

2) What will happen to my care? Your Group Health doctors, nurses, and other clinicians will still care for you after the acquisition, in a system that is enhanced by ongoing Kaiser Permanente investments. Our clinics will continue to provide the convenience of doctor visits, pharmacy, lab tests, and X-ray in most locations. And Kaiser Permanente will honor our contracts with providers and facilities such as Swedish and Overlake that are in effect when the acquisition closes.

3) What will happen to my Group Health coverage? Will my premiums go up? Like Group Health, Kaiser Permanente is committed to providing high-quality health care at affordable rates. Both organizations are recognized nationally for keeping patients healthy. In part because of their size—10 million members in eight states—Kaiser Permanente is able to offer highly competitive health plans, some priced at about 10 percent lower than the competition. Your health plan would continue to be regulated by Washington and federal requirements, and the objective is that over time, with greater ability to reduce costs through economies of scale and a broader enrollment base, rates will become even more competitive here.

4) What happens if members do not approve the acquisition? If you vote no, you are not protecting what you have today. We cannot stay the same with our current resources. At our current size and in our fast-changing industry, it’s getting harder to do everything our patients need us to do—like tackle rising drug costs and invest in necessary upgrades. We need to do these things to be more appealing and grow. These things will be difficult to do without joining another organization. Continued next page

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Frequently asked questions, continued

Our Board determined that our best path forward is to make this significant organizational change while market conditions are favorable and before we’re unable to weather these challenges. By doing so, we expect to improve service and care and lower costs. We may not have the same leverage in the future.

5) How do we know that Group Health got a fair deal? The Board retained an independent financial advisor, Evercore Group, LLC (see page 31), to assist the Board in its work and evaluate the fairness of the purchase price. That independent advisor concluded that the purchase price is fair to Group Health from a financial point of view. The full text of the Evercore fairness opinion is posted on Group Health’s public website. The Board’s decision did not focus exclusively on the $1.8 billion purchase price. The Board considered additional, key elements, including: Kaiser Permanente’s commitment of a $1 billion investment in capital improvements in the business during the decade after the acquisition closes, and the intent to make a significant financial commitment to the community in the form of $800 million over 10 years. Equally important were other criteria including alignment of culture, values, nonprofit business model, and top quality care. Through the competitive and thorough process led by the Board and informed by advisors, the Board concluded that the price was fair and reflected current market conditions. The Board felt confident that this transaction with Kaiser Permanente provided the best path forward to continue our unique model of health care delivery in the future.

6) With $800 million in reserves, why do we need help from Kaiser Permanente? While $800 million may sound like a lot of money, it covers only three months of health plan and care delivery operations. Group Health is required by law and regulated by the Office of the Insurance Commissioner to maintain balances sufficient to pay claims in the event of an emergency or significant draw on funds. The $800 million meets those regulated guidelines. But Group Health also has significant need for capital, to support and invest in our statewide care delivery system, information technology tools and infrastructure, and other needs. Being part of Kaiser Permanente will enable us to reduce certain expenses (through use of shared tools, group purchasing arrangements, and more) and improve our access to capital.

7) Why is Kaiser Permanente interested in making this deal? Kaiser Permanente is recognized as one of America’s leading health care providers and not-for-profit health plans. Founded in 1945, Kaiser Permanente serves approximately 10 million members in eight states, through a patient-centered, mission-driven model of care. For years, Kaiser Permanente has held Group Health in high regard, collaborating with Group Health on research, developing improvements in care quality, advocating for health policy reform, and more. Further, as a nonprofit and near perfect fit with respect to philosophy of care, Group Health offers a logical extension of the Kaiser Permanente footprint, giving its members care up and down the entire West Coast.

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8) What happens to the Group Health name? The Group Health name and legacy will live on in the Group Health Foundation and the newly formed Group Health Community Foundation (see question 9 below). If the transaction is approved, Kaiser Permanente has indicated that it plans to operate the new entity as Kaiser Foundation Health Plan of Washington, with the new region being known as the Washington Region of Kaiser Permanente. But like everything, that change will take time to take effect. Our region will be branded Kaiser Permanente of Washington, if approved.

9) What is the new community foundation? Why is it being created? Group Health’s Board of Trustees wanted to ensure that our mission of improving lives in our communities continues. That’s why, as part of the agreement to be acquired by Kaiser Permanente, nearly $1.8 billion will be used to establish the new Group Health Community Foundation (GHCF), dedicated exclusively to the health and well-being of Washington residents. GHCF will be operated as a nonprofit organization completely independent from Kaiser Permanente if the acquisition is approved. Its founding Articles of Incorporation and bylaws, posted online on Group Health’s public website, require that its strategies and priorities be informed by the community, research, and data; that it address both health care and the factors that impact or determine health outcomes; and that it take a long-term view to tackle challenges and improve health for all. The existing Group Health Foundation will become a subsidiary of GHCF. If the transaction is approved and GHCF is funded, it will be able to serve our communities in multiple ways. It could, for example, support local public health initiatives and clinics, advocate for policy changes to improve access to services for all, regardless of ability to pay, or fill gaps in mental health, addiction, or social services for women, seniors, children, or low income families. Because the organization is so new and will not have funds until the close of the acquisition (which could take up to a year), specific programs have not yet been determined. From a governance perspective, a transitional board for GHCF is in place to facilitate the legal incorporation of the entity and to select the first, regular board. If the Plan of Member Substitution is approved, more information will be made available as these transitions and plans develop over the next year.

10) What will happen to consumer participation? What happens to our local voice? Member participation will remain a part of the new organization. However, member election of trustees and voting on resolutions and bylaws will end. Kaiser Permanente will set up a local board for this new region, with one-third of its membership representing enrollees. They’ll also establish a Consumer Advisory Committee of at least 25 consumers to offer input on policy, operation, and enrollee experience. And they’ll continue the Senior Caucus, an important advisory group that provides input on topics particularly relevant to those aged 60 and older.

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Keeping voters informed

Since Dec. 4, when the proposed acquisition of Group Health by Kaiser Permanente was announced, Group Health has worked to inform all interested parties about the proposal and necessary vote. We immediately notified those most affected—our members and staff. From the beginning, we’ve received feedback and answered questions. Over the past two and a half months, we’ve talked with members in Town Hall meetings around the state, in “virtual” Town Halls conducted by phone, at staff forums, and during calls with Customer Service, the Resource Line, and Board office. We’ve reached out through e-mail and mail, and linked everyone to informational websites with comprehensive FAQs. We have had more than 450,000 points of contact through these channels, and we will continue to update our responses and information based on the questions we receive from our members.

VOTE BY MAIL

DECEMBER

DEC. 4 Announcement letter to members E-mail with links to more information

JANUARY

JAN. 5 Senior Caucus meeting

JANUARY January Town Hall e-mail notice Special Meeting Notice & Publication

Public announcement

Special meeting invitation e-mail

Senior Caucus meeting

Group Health Foundation blog post

In-clinic information

Notice in NW Health magazine online DECEMBER TOWN HALLS Bellevue Everett Kitsap Olympia Seattle Spokane Tacoma Virtual (by phone)

Special meeting invitation postcard

FEBRUARY

JAN. 30 Special Meeting of the Membership begins Advisory vote

FEB. 4 Communication to voting members from Sue Byington & Bernard J. Tyson

FEB. 2 Special meeting attendee followup e-mail JANUARY TOWN HALLS Olympia Seattle Spokane Virtual (by phone)

ONGOING

MARCH

FEB. 18 Voting guide and ballot mailed

MAR. 9 Deadline to receive ballots

MAR. 12 Special Meeting of the Membership concludes Vote results announced

FEB. 5 Senior Caucus meeting

FEBRUARY TOWN HALLS 3 virtual (by phone)

FIND INFORMATION ONLINE

MORE TO COME

Visit ghcnews.org for:

Visit ghc.org/specialmeeting for:

• Group Health Community Foundation description, Articles of Incorporation, and bylaws

• Summary of acquisition agreement

The conversation continues even after you return your ballot.

• Updated FAQ

• Board position statement

• Future Town Hall dates

• Financial fairness opinion

• What people are saying

• Special Meeting details

• Facts and information

• Signed acquisition agreement

Check our websites for updated information beyond the final vote. If voting members approve the Plan, we’ll notify you about milestones such as regulatory approvals and public input opportunities. Contact us when you have a question: toll-free at 1-855-413-1611, or [email protected].

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Endorsements

SENIOR CAUCUS ENDORSEMENT “Many of us have received our health care from Group Health and have been actively involved with the organization for decades. We love and believe in Group Health. That makes change especially difficult. But we believe the proposed acquisition by Kaiser Permanente offers the best path forward. With Kaiser Permanente, there will be needed investments in our medical centers and systems. And members will be able to continue receiving great quality care, see their same providers, and have affordable premiums. We strongly endorse the acquisition of Group Health by Kaiser Permanente.” Executive Committee of the Senior Caucus, a Board-recognized special interest group that provides input on topics particularly relevant to those aged 60 and older

ENDORSEMENT FROM GROUP HEALTH'S SEIU NURSES AND HEALTH CARE WORKERS “As the more than 2,000 nurses and health-care workers at Group Health, we value Group Health’s comprehensive, health-oriented approach, focused on the best quality and value in care. That’s why when we heard about the proposed Kaiser Permanente acquisition, we carefully evaluated what it would mean for our patients, our community and good health-care jobs. In this era of unprecedented healthcare consolidation, we are glad Group Health is taking proactive steps to protect care delivery into the future. We also know that Kaiser Permanente shares Group Health’s dedication to smart, value-based, patient-focused health care delivery and brings a track record of outstanding respect and value for front-line caregivers’ expertise and ideas. In order to flourish and thrive, combining Group Health into Kaiser makes perfect sense. We, the front-line nurses and health-care workers at Group Health, will be voting “yes” on the Kaiser Permanente acquisition—for patients and our community. We urge our fellow Group Health consumers to join us.” Diane Sosne, RN, MN President of the 28,000-member SEIU Healthcare 1199NW and a former Group Health Nurse

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Endorsements, continued

SUPPORT FROM GROUP HEALTH PHYSICIANS To our patients, members, and communities: Group Health is a special place to practice medicine, with a model of care that puts patients’ health first. We are the doctors and clinicians who take care of you and your loved ones. Many of us have had the privilege of serving you for 25 years or more. We believe that working with Kaiser Permanente is the best way to sustain the kinds of care and values that our founders wanted for the people of Washington. Please join us in supporting Kaiser Permanente’s acquisition of Group Health Cooperative.

Barbara Detering, MD Family Medicine, Capitol Hill Medical Center Chair, Group Health Physicians Board of Directors

Stephen Tarnoff, MD President and Chief Medical Executive Member, Group Health Physicians Board of Directors

GROUP HEALTH PHYSICIANS BOARD OF DIRECTORS

Brad MacKinnon, MD Family Medicine Port Orchard Medical Center

Sarah Philp, MD Family Medicine Burien Medical Center

Melissa Szocik, PA-C Family Medicine Downtown Medical Center

Jean Walsh, MD Orthopedic Surgery Tacoma Medical Center

Michael Maxin, MD Radiology Capitol Hill Medical Center

Robert Riggs, MD Family Medicine Riverfront Medical Center

Paul Thottingal, MD Infectious Disease Capitol Hill Medical Center

Ilan Zawadzki, MD Nephrology Capitol Hill Medical Center

ACTIVE MEDICAL STAFF Arthur Abbott, MD Karen Ackerman, MD Nancy Adam, ARNP Kristin Adams, MD Sean Adelman, MD Gaurav Aggarwal, MD Rosemary Agostini, MD Elizabeth Alberti, PA-C Bridget Albright, PA-C Hugh Allen, MD Sean Amann, MD Lee Amsler, MD Arne Andersen, MD Brent Anderson, DO Charles Anderson, MD Richard Anderson, OD Alex Angeles, PA-C Jamie Antoine, MD Gloria Arand, MD Esther Argenyi, MD Candy Arias Ceja, OD James Arrigoni, MD David Arterburn, MD Ameen Ashraf, MD Sadiq Ashraf, MD Gilbert Asomaning, MD Rebecca Asomaning, MD Caryn Avery, MD Daniel Avery, MD Mark Backus, MD Mary Badger, DO Molly Baggett, MD Bonnie Baker, MD Lisa Baker, DO Janet Ball, MD Timothy Baltz, MD William Baluch, PA-C Baljit Banga, MD Thomas Barale, PA-C Tawna Barck, PA-C Andrea Barnes, MD Diane Baskin-Thompson, CNM Yan L. Baum, MD Sean Baxter, MD

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Carrielyn Bays, PA-C Holly Bays, MD Randi Beck, MD Blair Becker, MD Leslie Becker, MD George Beito, MD Douglas Bell, DO Kirk Bellon, PA-C Michael Belz, MD William Bender, MD Katherine Bennett, PA-C James Bergman, MD Joe Berkson, MD Christopher Berlin, MD Mary Ellen Bethune, PA-C Benjamin Betteridge, MD Avery Bevin, MD Yashoda Bhaskar, MD Neem Bhatt, DO Neeta Bhogal, MD Chris Bjarke, MD Matthew Bloom, MD Danica Bloomquist, MD Charles Bohannon, MD Isaac Bohannon, MD Jennifer Bolnick, MD Mabel Bongmba, MD Marivic Borromeo, MD Marie Boudreaux, MD Mychelle Bowers, PA-C Katharine Bradley, MD Ann Branchaud, MD Kim Brandt, MD Amanda Brender, MD George Brennan, MD Heather Brennan, MD Richard Brodsky, MD Craig Brooker, MD Fredrick Brooking, MD Edward Brow, MD Katherine Brown, MD Melody Brown, PA-C Margaret Brummer, MD Debbie Brunner, MD Michael Brush, MD

Amy Brustkern, PA-C Hannah Burdge, DO Cynthia Burdick, MD Theodore Burke, MD Jason Burns, DO Dennis Buschman, MD Robert Butler, MD William Butler, MD Thomas Byrne, MD Christopher Cable, MD Alvin Cabrera, MD Gregory Cain, MD Ryan Caldeiro, MD Christopher Canning, MD Christopher Cannon, OD Katie Carper, PA-C Dean Carr, MD Janet Carroll, MD David Castle, PA-C Kennedy Cathcart, MD James Cefalu, MD Frank Cervenka, MD Sanders Chai, MD Roger Chamusco, MD Alice Chang, MD Michael Chang, MD Emily Chao, DO Wellesley Chapman, MD David Charney, MD Katherine Chatham, PA-C Troy Chatwin, PA-C Charlie Chen, MD Eric Chen, MD Ty Chen, MD Eric Chesley, DO Frederic Chi, MD Andy Chien, MD Ruth Childs, MD Curtiss Chin, MD Margaret Chin, MD Michael Cho, MD Yunsun Choe, MD Jaron Christianson, MD Alison Chromy, PA-C Janet Chu, MD

Lee Chu, MD Peter Chuang, MD Andrea Chun, MD Gakyung Chung, MD Grace Cinciripini, MD Edelveis Clapp, DO Terrence Clark, OD Stephen Coats, DO Robert Colbert, MD Matthew Cole, MD Larissa Coleman, MD Maha Coles, MD Kristin Conn, MD Daniel Conrad, MD Nathan Conway, MD Mark Cook, MD Aspen Copeland, DO Lee Coslow-Hutton, MD Derek E. Costa, MD Christopher Covert-Bowlds, MD Christopher Cox, PA-C Lynda Crescenzi, PA-C John Crocker, MD Sarah Crow, DO Sara Dacey, MD Diane Dakin, MD Patricia Daly, OD Ha Dang, OD Hung Dang, MD Tobias Dang, MD Sonia Daria, MD Jason Davis, MD Amado Daylo, MD Thomas Dean, MD Kenneth Deem, MD Pil-Chung Delcampo, MD Daniel Delgado, MD Catherine Delostrinos, MD Andrew Derksen-Schrock, MD Barbara Detering, MD Timothy Dewhurst, MD Nathan DeWitt, PA-C Randall Dickson, PA-C Chris Diehl, MD Jane Dimer, MD

Mark Doane, MD Richard Dobyns, MD Philip Dooley, MD Steve Dow, PA-C Diane Dozois, MD Sascha Dublin, MD Joseph Duffy, MD Staci Dumas, PA-C Renee Dunaway, OD Larry Dunlap, PA-C Andrea Dunn, PA-C John Dunn, MD Christopher Dunscomb, PA-C Sara Durkee, MD Molli Dutra, OD Ariel Ehrlich, MD Aimee Ellison, MD Dennis Elonka, MD Willard Emch, MD Scott Emery, MD Michael Erickson, PA-C Jeffrey Ernst, PA-C Evangeline Erskine, MD Edward Fahy, MD Lilia Fannin, MD Megan Feetham, MD Matthew Fei, MD Andrew Feld, MD Eric Feldman, MD Philip Feliciano, MD Arthur Felts, MD Alan Fine, MD William Fine, OD Stephanie Flagg, MD Mark Flanagan, MD Paul Fletcher, MD Ronald Fletcher, MD Laura Fralich, MD Stuart Frank, OD Lore Friend, MD Susan Friesen, MD Hervey Froehlich, MD Eric Froines, MD Elisa Frost, MD Jessie Fudge, MD

John H. Fure, MD Annelise Gaaserud, MD Sarah Gabrielson, OD David Gacetta, MD Rich Gailey, PA-C Vishal Gala, MD Timothy Gardner, MD Cristopher Garlitz, MD Megan Gary, MD Paul Gast, MD Jennifer Gastineau, CNM Chiaki Gauntt, MD John Gayman, MD Jeffrey Gelgisser, MD Sharon Genung, MD Chloeanne Georgia, MD Emily Ghilarducci, CNM Jennifer Gibert, MD Amarbir Gill, MD Timothy Gilmore, MD Pamela Girres, MD Steven Glasner, MD Stacy Globerman, MD Olga Godina, MD Peggy Goldman, MD Ryan Gonce, PA-C Debra Gore, MD Michael Gorman, MD Paul Gott, MD Hannah Gottschall, CNM Andrea Grace, MD Ronald Graff, MD Janice Graham, MD John Graham, MD Robert Gramenz, DO Kimberly Grandinetti, MD Roger Grayson, PA-C Beverly Green, MD Nina Greenblatt, MD James Greene, MD Birgit Grimlund, MD Lydia Groseclose, MD Lynn Gross, PA-C David Grossman, MD Robert Grumer, DO Rodney Gunn, OD Daniel Guralnick, MD Carol Guthrie, MD Robert Gutierrez, MD Gregory Gutke, MD Tashi Gyaltsong, MD Wendy Haas, MD Sarah Haastrup, MD Jan Hajnosz, OD Yoshio Hall, MD Jeffrey Halpern, MD Matthew Handley, MD Elena Hannon, MD Byron Hanson, MD Abid Haq, MD Ellen Hardin, MD Amy Harper, MD Christopher Harris, MD Carol Hartley, MD Benjamin Haslund, MD Saif Hasnain, MD Shukra Hassan, MD Michael Hassur, OD Scott Haugen, MD Ky Haverkamp, PA-C Tina Hawley, MD Michelle Heath, MD Kent Hein, OD Justin Heistand, MD Kari Heistand, MD Nyle Hendrickson, MD Michelle Heng, MD Richard Hert, MD Veronica Hicks, PA-C Josephine Hidalgo-Tamola, MD David Hillier, MD Sarah Hipps, MD Lance Ho, MD Steven Hockeiser, MD Shane Hoffman, MD Joyce Hogan, PA-C Steven Hokoda, OD

Kim Holland, MD Barbara Holloway, PA-C Louis Holtzman, PA-C David Honari, MD Jamshid Honari, MD Ming Hong, MD Jennifer Hoock, MD Tara Hook, PA-C Kim Hoover, OD Scott Horvath, OD Meride Hostetler, PA-C Marc Houser, MD Rafi Hovsepian, MD Raymond Hsia, MD Richard Hsu, MD Billy Huang, MD Annette Huang, MD William Huff, MD Geoffrey Hui, MD Sarah Hulsey, MD David Hunter, MD Michelle Hunter, PA-C Timothy Hunter, PA-C David Huntington, MD Ghalib Husseini, MD Peter Huzyk, MD Gelea Ice, OD Annie Iriye, MD Craig Iriye, MD Anjeli Isaac, MD Scott Isenhath, MD Brian Ito, MD Christopher Jack, MD Lisa Jackson, MD Tamara Jackson, PA-C Elisabeth Jacobs, MD Andrew Jacobson, MD Maria Janout, MD Liliana Jaques, PA-C Timothy Jernberg, MD Manfred Joeres, MD Marie Johantgen, MD Anneliese Johnson, MD Cynthia Johnson, PA-C Daniel Johnson, DPM Forrester Johnson, MD Judith Johnson, MD Adam Jonas, MD Kathleen Jones, CNM Charles Jung, MD Jessica Jung, MD Douglas Kalunian, MD Jennifer Kannberg, OD Robert Karl, MD Dana Karlsberg, MD John Kaschko, MD Jeremy Kassebaum, MD Amado Katigbak, MD Evelyn Katigbak, MD Patricia Kato, MD David Kauff, MD Laura Kaufman, MD Susan Kaufmann, MD Gurpreet Kaur, OD Cathy Kawamoto, MD Sofya Kefely, PA-C Jessica Kehoe, MD Ellen Keith-Woods, PA-C Nancy Kennedy, OD Gerald Kent, MD Jason Kettler, MD John Kiernan, PhD Sony Kilgore-Martin, MD Grace Kim, MD Lynna Kim, OD Man Kim, MD Jacob Kirkman, MD W Alexander Kistler, MD Anthony Klaassen, MD Kathy Kline, PA-C Joseph Knight, MD Eleanor Knopp, MD Catherine Kocarek, MD Kevin Kolostyak, MD Brent Kooy, PA-C Marcia Kramer, PA-C Marie Krig, MD

Howard Krouse, MD Jonathan Kryman, MD Delia Kuizon, MD Aya Kuribayashi, MD Mark La Shell, MD George Lamb, MD Mary Jane Lambert, MD Don LaPlant, MD Bjorn Larsen, PA-C Kelly Larson, MD Timothy Larson, MD George Lau, MD Marius Laumans, MD Sumi Lavin, MD Stephen Lavine, MD Samara Laynor, MD Carter Le, MD Johanne LeBlanc, MD Elyse LeBuffe, MD Chong Lee, MD Gabriel Lee, MD Judy Lee, MD Ling Lee, MD Michael Lee, MD Stephen Lee, MD Suji Lee, MD Yi-David Lee, OD Anna Lefelman, PA-C Mary Lehtinen, MD Kathleen Leppig, MD Sara Lerner, MD Jessica Leung, MD Sarah Levy, MD John Lewicki, PA-C Alison Lewis, MD David Lewis, MD John Lewis, MD Keith Leyden, MD Peter Lightbody, MD Jeffery Liles, MD Andrew Lim, MD Ashley Lindell, MD Thomas Lindquist, MD, PhD Susan Links, MD Paula Lins, PA-C Daniel Lipson, PA-C Cesar Lirio, MD David Liu, MD Thanuja Liyanarachchi, MD Sung Logerfo, MD Mark Lonergan, OD Jon Lowe, PA-C Marc Lowe, MD Paula Lozano, MD Donald Lum, MD Jian Ma, MD Brad MacKinnon, MD Dawn MacLennan, CNM J. Alan Maddox, MD Priscilla Madsen, MD Karin Madwed, MD Michael Madwed, MD Gary Mak, MD Randall Mapes, MD Thejana Marasinghe, MD Robert Margraf, MD Rom Markin, MD Larry Marx, MD Susan Masonis, MD Lance Matsuda, OD Colleen Mawby, PA-C Michael Maxin, MD Charles Mayer, MD Kelly McBroom, CNM Carol McCandless, MD Karen McConnell, CNM Julie McCormick, DO David McCulloch, MD Jeffrey McFeely, OD Ann McKee, MD Chuck McQuinn, MD Khushboo Mehta, MD Jane Mellott, MD Megan Melo, MD Richard Meltzer, MD John Mercier, MD John Merslich, OD

Lorette Meske, MD Jennifer Meyer, MD Judith Michalk, CNM Brian Miller, MD David Miller, MD Linda Miller, DO Sarah Minor, PhD Amir Modarressi, MD Raymond Moeller, MD Michael Mondress, MD Robin Moore, PA-C Marc Mora, MD Genevie Moran, MD Alex Moreano, MD Carl Morris, MD Gabrielle Morris, MD Pamela Mouser, MD Jan Mueller, MD Susi Mulvihill, MD James Murphy, MD Tolani Mwatha, MD Carl Myers, MD Kenneth Namkung, MD Elizabeth Nega, MD Jamie Nelsen, PA-C Kim Ness, PA-C Michael Nevins, MD Michael Newtson, PA-C Ai-Khue Nguyen, MD Katherine Nguyen, MD KimDung Nguyen, MD Eva Nicholas, MD Harvey Niebulski, MD Judith Nielsen, MD Natalia Nisevich-Lurie, MD Timothy Nivala, OD Rob Nohle, MD Asher Nov, MD Sarah Nyland, MD Mark O’Callaghan, MD Eugene Ocampo, MD Hyung Oh, MD Michelle Oh, MD Kelly O’Leary, PA-C Stephen Olivar, MD Stephen Olsen, MD John O’Neill, PA-C Rachel Opel, MD John Osgood, MD Robert Ostericher, MD Larry Otwell, OD Jonathan Pagano, PA-C Kimberly Painter, MD Mamatha Palanati, MD Anshul Pandhi, MD Michael Parchman, MD Eve Paretsky, MD Neha Parikh, MD Esther Park, MD James Parker, MD Raymond Parker, PhD Philip Paros, OD Thomas Patamia, MD Pallavi Patel, MD Diane Patnode, MD Deepti Paturi, DO Benjamin Paulson, MD Jeffrey Pedersen, DO Joe Pellicer, MD Frida Pena Benitez, MD Lindsey Pepper, MD Don Petersen, OD Lyudmila Petruk, MD Chau Pham, PA-C Debra Phelps, CNM Shaji Philip, MD Sarah Philp, MD Brian Pietrantonio, OD Christine Pizzute, MD Janet Ploss, MD Benjamin Podemski, MD Vladislav Polyakov, MD Gilbert Ponce, PA-C Bradley Pope, MD Tania Posa, MD Anton Posch, MD Denise Pounds, MD

Jacob Pounds, MD Susan Powell, MD Breeanna Prata, PA-C John Prata, PA-C Patti Purpura, MD Melissa Quick, DO Linda Radka, ARNP James Ralston, MD Nisha Ramji, PA-C Daniel Randolph, MD Donald Rappe, MD Deepta Rawat, MD Gurpreet Rawat, MD Gayatri Reddy, MD Gary Reeves, MD Dorian Reid, MD Edward Reisman, MD Megan Reitz, MD Gregory Remien, PA-C Matthew Rendahl, PA-C Arthur Resnick, MD Jonathan Rhim, MD Yolanda Richardson, MD Kim Riddell, MD Robert Riggs, MD Timothy Ritchey, MD Benjamin Riter, MD Monte Ritter, PA-C Kirsten Robinson, MD Michael Robinson, MD Rosa Rodriguez, OD Joshua Rohr, PA-C Barbara Romero, PA-C Judy Rose, MD Jill Rosenthal, MD Murray Rouse, DO John Rowland, MD Simeon Rubenstein, MD Sarah Rudnick, MD Cristina Ryser, PA-C Annette Sabath, MD Lisa Sabatka, PA-C Sarah Salemy, MD Daniel Salyer, MD Mark Samson, MD Robert Sandblom, MD Kurt Sandine, MD William Sayres, MD Victor Scapa, MD Timothy Scearce, MD Jonathan Scheffer, MD Barbara Schinzinger, MD David Schmidt, MD Lynne Schmidtke, CNM Steven Schneider, MD Charlotte Schnellbacher, DO Eric Schoen, MD Timothy Scholes, MD Rosemary Schreoter, MD Troy Schulz, PA-C Francis Schumann, MD Karen Schwartzbauer, MD Seth Scott, MD Grant Scull, MD Travis Sears, PA-C Eric Seaver, MD Michael Secrest, OD Michelle Seelig, MD Sally Sekijima, MD Karen Semones, MD Lindsey Sewell, OD Helen Shaha, MD Glen Shapiro, MD Uma Shenoy, MD Kyle Shephard, MD Paul Sherman, MD Linda Shewey, CNM Alison Shigaki, MD Robert Shim, MD David Shipowick, MD Andrew Shors, MD Steven Short, MD Elizabeth Shuckhart, PA-C Stanley Shyn, MD Michael Sikora, MD Jennifer Silva, PA-C Noah Silver, MD

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Brian Silverman, OD Janice Sim, PA-C Stephen Sim, MD Norleen Simangan, MD Gregory Simon, MD Mark Sinkey, MD Wendy Siu, MD Suzanne Skinner, MD David Slack, MD Wayne Sladek, MD Britt Smith, MD D.J. Smith, PA-C Gjanje Smith, MD Kendra Smith, MD Lenny Smith, PA-C Nanette Smith, MD Paula Smith, MD Shauna Smith, MD Richard Snyder, MD Julia Sokoloff, MD Rebecca Sorg, PA-C Angela Sparks, MD Lisa Spatz, MD Mark Spee, MD Margurite Staab, PA-C Cristina Stafie, MD Bradley Steinfeld, PhD Donald Stepan, MD Paula Stewart, MD Sean Stitham, MD Thomas Stoll, MD Susan Storck, MD Susan Su, MD Virginia Su, MD Gina Sucato, MD Ginny Sugimoto, MD Mark Sugimoto, MD Jeffrey Sullivan, MD Kevin Sullivan, MD Lynne Sullivan, MD Amanda Sun, MD Ann-Kristin Sundell, MD Izabella Surenyants, PA-C Julie Swift, CNM Derek Sylte, MD Timothy Symonds, MD Melissa Szocik, PA-C Richard Tanaka, MD Dengda Tang, MD Stephen Tarnoff, MD Meldy Taswin, MD Edward Tay, MD Dee Ann Taylor, MD Fantahun Tedla, PA-C Lisa TenEyck, MD Paula Terhaar, MD Regina Terranova, MD Tihut Teshome, PA-C Camtu Thai, MD Christopher Thayer, MD Darrow Thom, MD Brandy Thomas, MD Kathleen Thomas, PA-C

Kathy Thomas, MD Sadie Thomas, PA-C Christopher Thompson, MD Robert Thompson, MD Alix Thorson, MD Paul Thottingal, MD Natalia Tishkevich, MD Barbara Tochiura, OD Paula Togawa, PA-C Jon Rupert T. Tomada, MD James Tomich, MD Christine Topinka, CNM, ARNP Joanne Torres, MD Michael Toubbeh, MD Kevin Touney, MD Thomas Townsend, PA-C Duong Tran, PA-C Nhumey Tropp, PA-C Albert Tsien, MD Dmitry Tsimberov, MD Gunjan Tykodi, MD Christie Tyrrell, PA-C Nicola Ullery, CNM Phil Ulrich, PhD Lindsay Urso, PA-C Aubree Van Mierlo, MD Jeffrey Vannice, PhD Isaac Varon, OD Michael Vaughan, MD Carlos Vigil, PA-C Kristen Vittone, PA-C Bradford Volk, MD William Voss, PhD Kim J. Waarvick, MD Neil Waddington, MD Barbara Walker, MD Jean Walsh, MD Bennet Wang, MD Andrew Warner, MD Natalya Warner, MD Susan Warwick, MD Jacob Weidert, PA-C Alexis Weil, MD Randy Weiler, PA-C Mary Welch, MD Glen Weller, MD Kathryn Weltzin, PA-C Adrianne Wesol, MD Jennifer Westmoreland, MD Joseph Whatley, MD Jane Whetzel, PA-C Cicely White, MD Cynthia White, MD Donna White, MD Jeffrey White, MD Timothy Whiteley, MD Neil Wiegand, PA-C Nathan Wiens, PA-C Carolyn Wild, MD Keith Wilkens, MD Amy Wilkerson, MD Lisa Williams, MD Patricia Williams, PA-C

Bruce Wilson, MD Robert Wilson, MD Merrell Wiseman, MD Mark Wolf, MD Kerlan Wolsey, MD Vaew Wongsurawat, MD Alan Wood, MD Elizabeth J. K. Wood, PA-C Franklin Wood, MD Wende Wood, MD Maryann Woodford, PA-C Tony Wrinkle, PA-C Jenny Wu, MD Michael Wu, MD John Wurst, MD Lasley Xiong, DO Ronald Yeh, MD Laurence Yeung, MD Im Yi, MD Xing Yi, MD Nicholas Young, MD Ryan Yuan, MD Ellen Yuncastro, OD Marjan Zarghami, MD Ilan Zawadzki, MD Yuan Zhang, MD Lee Ching Zhu, MD Louis Zibelli, MD Jay Zink, MD RETIRED MEDICAL STAFF William Affolter, MD Gregory Allen, MD Arthur Arner, MD Kevin Au, MD Don Avriett, MD Desiray Bailey, MD Daniel Baldini, MD Franklin Ball, PA-C Steven C. Berman, MD David Blomgren, PA-C Christopher Bogarosh, MD Richard E. Bonaldi, MD Robert Brakke, OD David Brandt, MD Sheila Brown, MD David Butler, MD Edwin J. Carlson, MD Elizabeth Carter, MD Thomas Charles, PA-C Timothy Coglon, PA-C James DeMaine, MD Richard Dimond, MD Ted L. Dorn, OD Ronald Doyen, PhD Stephen Duncan, MD Marshall Eaton, MD Gregory L. Eisen, OD Ruth Emerson, MD Carl B. Erling, MD Rick Eskenazi, PA Michael Evans, MD John Faith, MD

Sara Faulkner, MD Gary Feldbau, MD Robert Flack, MD Paul Flugstad, MD Christine Fordyce, MD James K. Fritz, MD David Gauger, MD Warren Gibbs, MD Alan Golston, MD Ann Goodenberger, MD Patricia Gorai, MD Jean Gortner, MD Robert Gotshall, MD Douglas O. Green, MD Basil Grieco, MD Thomas Harnly, MD Scott Harriage, MD David Harris, OD Warwick Harvey-Smith, MD Geraldine Hashisaki, MD Michael J. Hassur, OD Theodore D. Hegg, MD Fred Heidrich, MD Charles Helming, MD Donald Helphrey, MD Paul Herstein, MD Michael A. Howard, MD John Howe, MD Randall Ideker, PA-C Arthur Israel, MD Manfred Joeres, MD Lowell E. Johnson, MD Maureen Johnson, MD Sylvia Johnson, MD Muriel Jones, MD Sandra Kalla, ARNP Charles A. Keck, MD Michael Kennedy, MD Den Kerlee, PA-C F. Christian Killien, MD Sally H. Kim-Miller, MD Jonathan Knight, MD Douglas Knopp, MD Ruth Krauss, MD K. Peter Kretschmer, MD Cynthia Kusiak, PA-C Steven Lagerberg, MD David Lamb, OD Rosanne Larsen, MD Dorothy Lennard, MD Diana Lindner, MD D. Rochelle Linscott, PA-C Peter Littlewood, MD Marsha L. Lorentson, ARNP Roderick Dan MacDougall, MD James Macon, MD Jean Marshall, MD Ronald Marshall, MD Timothy McAfee, MD David Mehlum, MD George A. Miller, MD Zachary Miller, MD Joseph Morris, MD

Dan Myhre, PA-C John Nimlos, MD John Olsen, OD Robert H. Osborn, MD Kathleen Paul, MD Kenneth Peirce, MD David Perera, MD Laurence Perrin, MD John Peterson, OD John Putnam, MD Richard Rapport, MD Franklin B. Retherford, MD Mark Roller, MD John Roper, MD Thomas Rudd, MD Dennis Sawyer, OD Gerald M. Seligman, MD Robert Sexton, MD Fredric Shepard, MD John G. Shepard, PA-C Richard Sherwood, PA-C Harry Shriver, MD David A. H. Smith, MD Stephen Smith, MD Mark Snyder, PA-C Michael Soman, MD Robert Stagman, MD Carol Stanley, MD Mary Stanton-Anderson, MD David Stonington, MD Hugh Straley, MD Don Stromberg, MD Janice Suyehira, MD Stephen Swanson, MD W. Richard Takaki, MD Michael Theobald, MD Lester Thompson, MD Sara Thompson, MD Daphne Tong, MD Claire Trescott, MD Al Truscott, MD Frank Tubridy, MD Peter Vanwagenen, MD Gregory D. Vaughan, MD Thomas Vimont, MD William Walcott, MD Lee Wales, MD Steven Walker, MD Michael Wanderer, MD Richard Watkins, MD Gloria A. Weinstein, MD James Weyand, MD Bruce Wheeler, MD Thomas Wilder, MD Alvin Wright, MD Rhinee Yeung, MD Thomas Ylvisaker, MD Leslie Youngblood, PA-C Kenneth Zirinsky, MD Larry W. Zuberbier, PhD

I’ve practiced at Group Health for over 25 years, and I’ll miss our green tree logo. But if I think about our mission rather than our logo, this is clearly the right thing to do. Kaiser is a very successful organization that shares our mission and values.

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Bill Sayres, MD Family Medicine, Spokane Group Health South Hill Medical Center

Summary of acquisition agreement

Group Health Cooperative (Group Health) has a long history of caring for the people and communities of Washington by providing exceptional health care. Group Health’s Board of Trustees is responsible for continuously seeking ways to better serve those who trust us with their health care needs. After careful consideration and exhaustive review, the Board has concluded that the best way to continue Group Health’s mission and purpose is by joining with Kaiser Permanente, a nonprofit organization that shares our values and deep commitment to both individual and population health. To accomplish this, the Board has approved an Acquisition Agreement (the Agreement) pursuant to which Kaiser Permanente would acquire Group Health. The Kaiser Permanente acquisition is expected to deepen and broaden Group Health’s long-term commitment to providing the communities we serve with the best possible health care and health care coverage. Additional investments by Kaiser Permanente in the care delivery system and health plan services will increase affordability, while improving quality, access and service for members, and overall health of those we serve. Please note, this document is a summary and only briefly describes the key elements and implications of the Acquisition Agreement entered into on December 2, 2015 among Group Health Cooperative, Group Health Community Foundation, and Kaiser Foundation Health Plan of Washington. This summary may not include all the details that should be considered when deciding whether to vote to approve the recommendation of the Board. You are encouraged to read the Acquisition Agreement (a copy of which is available at www1.ghc.org/html/public/ governance) carefully in its entirety for a more complete understanding of the terms of the agreement, the transactions contemplated, and other information that may be important to your decision. The summary below describes the key elements of the Agreement and what it means for Group Health’s enrollees, patients, and our community.

Group Health and its subsidiaries (other than Group Health Foundation, GHF) will be acquired by Kaiser Foundation Health Plan of Washington (Kaiser). This means that Kaiser will become the sole corporate member of Group Health; all other voting membership interests in Group Health will terminate. Control of GHF will be transferred to Group Health Community Foundation. Kaiser will pay a purchase price of $1.8 billion for the acquisition of Group Health, which will be allocated as follows: › The majority (approximately $1.724 billion) will be used to establish the nonprofit Group Health Community Foundation serving the people of Washington state in the pursuit of improving health and wellness for all and continuing to serve the mission set forth by Group Health’s founders; › A small portion (approximately $1.2 million) will be paid to current Group Health members to refund any one-time refundable membership fees or “dues” that they paid to become voting members (or members may choose to donate their refund to GHF); and › Another portion ($75 million) will be set aside to pay any potential indemnification obligations that may arise under the Agreement. Any unclaimed amount will be released from escrow 15 months after closing and paid to the Group Health Community Foundation. • During the first 10 years following the acquisition, Kaiser will invest $1 billion in Group Health and its subsidiaries for capital improvements, investments in infrastructure, and other improvements to help ensure the success of Group Health’s charitable mission and its continued provision of high quality health care. • As charitable organizations, Kaiser and its nonprofit parent company, Kaiser Foundation Health Plan, Inc., have a firm and ongoing commitment to benefit in the communities in which they operate, exemplified by their long-standing direct community benefit investment policy. Kaiser expects to make community benefit contributions in relation to Group Health’s community in an aggregate amount of $800 million during the first 10 years following the acquisition.

Continued next page

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Summary of acquisition agreement, continued

PROCESS TO COMPLETE THE ACQUISITION The acquisition of Group Health by Kaiser will be accomplished by amending and restating the Group Health Articles of Incorporation and bylaws to make Kaiser the sole member of Group Health. The acquisition is subject to approval by Group Health’s voting members, approval by certain regulatory authorities, including the Office of the Insurance Commissioner (OIC), the satisfaction or waiver of certain other conditions to closing the transaction, and the filing of the amended and restated Articles of Incorporation with the Washington Secretary of State. At this point, this process is expected to take up to a year or more. The proposed amendments to the Articles of Incorporation and the bylaws are attached as Exhibits 1 and 2 to the Resolution and Plan of Member Substitution (pages 4–12 of this publication). Group Health and Kaiser intend to complete the acquisition and transfer control of Group Health to Kaiser, but there are certain limited circumstances under which the Agreement may be terminated. These circumstances include, but are not limited to, lack of approval by the Group Health voting members, the failure of regulatory authorities to approve the transaction, breaches or failures by any of the parties to perform the requirements of the Agreement, and failure to meet certain deadlines.

KAISER’S COMMITMENTS REGARDING EMPLOYEE BENEFITS Once the acquisition is complete, Kaiser has committed to the following obligations regarding employee benefits: • Collective Bargaining Agreements. Kaiser has agreed to honor Group Health collective bargaining agreements in accordance with their terms as in effect immediately prior to the completion of the acquisition. • Compensation and Benefits. Other than those who are subject to a collective bargaining agreement, who will be provided with compensation and benefits consistent with such agreements, Kaiser has agreed, for a period of at least nine months following the acquisition, to provide Group Health employees and its subsidiaries with compensation and benefits, in the aggregate, equal to or greater than those provided to such employees prior to the completion of the acquisition.

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• Incentive, Severance, and Retention Arrangements. Kaiser has agreed that for a period of at least eighteen months following the acquisition, Kaiser will continue to honor all existing incentive, severance, and retention arrangements between Group Health or any of its subsidiaries and current or former employees, directors, or consultants, in accordance with the terms in effect immediately prior to the completion of the acquisition. • Benefit Plan Eligibility. Kaiser has agreed to recognize the prior service of employees performed for Group Health or any of its subsidiaries for purposes of eligibility to participate, benefit accrual, and vesting under Kaiser benefit plans applicable to such employees, except to the extent such prior service credit would result in a duplication of benefits. Kaiser will also waive any pre-existing conditions or limitations and eligibility waiting periods under Kaiser’s benefit plans for such employees and their eligible dependents, and give each employee credit for any progress toward applicable deductibles and annual out-of-pocket limits for expenses incurred during the plan year in which the acquisition occurs, but prior to the completion of the acquisition.

OTHER DETAILS ABOUT THE TERMS OF THE ACQUISITION AGREEMENT • Activities during the pre-close period. During the period before the acquisition has closed, or is complete, Group Health has agreed to conduct its and its subsidiaries’ businesses (other than that of GHF) in the ordinary course of business. This is subject to specific limitations on certain activities, including changes to the organizational or capital structure, certain major transactions, certain capital expenditures, and initiation or settlement of certain litigation matters. In addition, Group Health may not solicit other acquisition proposals during this time, but may consider unsolicited acquisition proposals under limited circumstances, for example, a proposal which is more favorable to Group Health from a financial perspective, more consistent with Group Health’s charitable, scientific, medical, and educational purposes, than the transaction currently contemplated, and that the Board of Trustees believes is reasonably capable of being completed, taking into account all financial, regulatory, legal, antitrust, and other aspects of such proposal, may be considered.

• Consumer Advisory Committee. Following the closing of the acquisition, Kaiser will establish a Consumer Advisory Committee in order to afford its enrolled members an opportunity to participate in matters of policy and operation and to promote the effective use of health care services within Group Health, and to suggest ways that the program can better serve its members. This Consumer Advisory Committee will meet at least quarterly and consist of a minimum of 25 members, none of whom will be employed by Group Health. Members will have three-year terms, and will be limited to serving for two terms. • Payment of transaction-related expenses. In general, each party is obligated to pay all fees and expenses it incurs related to the acquisition agreement, with two exceptions. Kaiser has agreed to pay (except for Group Health’s legal expenses and expenses of its consultants and advisors) all filing fees and other costs incurred by the parties in connection with a required filing under the Hart-Scott-Rodino Act (which provides for review of the acquisition by federal antitrust regulators) and all fees and costs related to obtaining approval by the OIC and other state insurance regulatory authorities.

• Payment of a termination fee. There are certain circumstances under which Group Health would be required to pay Kaiser a termination fee of $54 million in cash if the acquisition agreement is terminated. These circumstances relate to termination of the agreement and subsequent acceptance of another acquisition proposal by Group Health. There are also certain circumstances under which Kaiser would be required to pay Group Health a regulatory termination fee of $90 million in cash if the acquisition agreement is terminated. These circumstances relate to a failure to meet a closing deadline and accompanying failure to obtain approval by an applicable governmental authority. • Post-closing indemnification obligations. Group Health Community Foundation and Kaiser have each agreed to indemnify each other following the closing for certain losses, damages, liabilities, costs and expenses incurred by the other as a result of certain matters relating to the acquisition. The indemnification obligations are generally subject to deductibles and a maximum cap.

The full text of the acquisition agreement is available online at ghc.org/specialmeeting.

I’m extremely hopeful about a future partnership with Kaiser Permanente. As a physician, my job is to make sure every one of my patients receives the best possible care from our team. As a local chief, my job is to make sure the doctors in our group have the resources they need to provide the best care. I believe Kaiser Permanente will support our doctors so that we can provide excellent care to our community. Kristin Conn, MD Family Medicine, Seattle Group Health Northgate Medical Center

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Financial statement GROUP HEALTH COOPERATIVE

CONSOLIDATED BALANCE SHEETS (in thousands) Unaudited June 30, 2015

ASSETS Current assets: Cash, cash equivalents and short-term marketable securities $137,304 Accounts receivable — net 183,981 Other current assets 59,292 Total current assets

380,577

Long-term investments Restricted assets Land, buildings, and equipment — net Other assets

1,131,358 35,481 400,857 99,119

Total assets

2,047,392

LIABILITIES AND NET ASSETS Current liabilities Noncurrent liabilities Net assets Total liabilities and net assets

569,930 427,304 1,050,158 2,047,392

CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) REVENUES Premiums Clinical services — net Other Total operating revenues EXPENSES External delivery services Employee compensation Group Health Permanente expense Other expenses Medical and operating supplies Depreciation and amortization Total operating expenses

1,611,950 167,533 54,434 1,833,917

903,373 290,837 181,168 180,758 170,025 28,354 1,754,515

Operating gain

79,402

Nonoperating income

21,176

Excess of revenues over expenses

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$100,578

These financial statements summarize Group Health Cooperative’s financial position as of June 30, 2015, and operating performance for the period then ended. Group Health’s Consolidated Financial Statements for 2013–2014 are available on the Group Health website at www1.ghc.org/html/public/about/financial and are incorporated herein.

Fairness consideration

On June 1, 2015, Group Health Cooperative’s Board of Trustees engaged Evercore Group L.L.C. (“Evercore”) as its independent financial advisor in order to assist the Board in connection with its evaluation of strategic and financial alternatives. At the time of the engagement, based in part on information provided by Evercore, the Board of Trustees determined that Evercore was independent of Group Health and its management. In addition, Evercore advised the Board that during the two year period prior to the announcement of our transaction, no material relationship existed between Evercore or any of its affiliates, on the one hand, and Kaiser Permanente or any of its affiliates, on the other hand, pursuant to which compensation was received by Evercore or its affiliates as a result of such a relationship. The Board of Trustees considered Evercore’s financial advice in connection with its evaluation of the Transaction and its ultimate decision to approve the Transaction on behalf of Group Health. The following link contains the full text of Evercore's written opinion: ghc.org/specialmeeting.

As an economist and long-time Group Health member, initially I was skeptical and needed to see for myself if this acquisition seemed fair for Group Health and for the people of Washington state. I have evaluated the publicly available documents and have determined that the acquisition price and significant Kaiser commitment to invest over the next several years in technology, infrastructure, and in our community does indeed ‘pencil out.’ It is fair and I believe provides an opportunity for Group Health together with Kaiser to be a beacon for improving health outcomes and lowering the overall cost of health care in our community. This acquisition has my committed support. Douglas Conrad, PhD, Professor Emeritus, Department of Health Services, University of Washington

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Announcing the vote results

Final day of the Special Meeting of the Membership The March 12 meeting is a continuation of the Special Meeting of the Membership, which adjourned temporarily on Jan. 30 to enable the mail ballot vote. On Jan. 30, voting members had the opportunity to discuss and debate the proposed acquisition of Group Health by Kaiser Permanente. Voting members also participated in an advisory vote (see page 1). On March 12, the results of the binding, mail ballot vote will be reported. Agenda (adopted by the membership, Jan. 30, 2016) Jan. 30: The Westin Seattle 7:30–8:45 a.m. Meeting registration, breakfast, informal round-table discussions/Q&A 9:00 a.m.

Business meeting 1. Call to order, welcoming remarks, announcements 2. Adoption of rules and approval of agenda

Susan Byington Chair of the Cooperative

Scott Armstrong President & CEO Group Health Cooperative

9:10 a.m.

3. Board Chair report, Susan Byington, Chair of the Cooperative

9:25 a.m.

4. Creating Group Health’s Next Chapter, Scott Armstrong, President & CEO, Group Health Cooperative

9:45 a.m.

5. A Shared Vision for the Future of Health Bernard J. Tyson, Chairman & CEO, Kaiser Permanente

10:00 a.m.

6. Audience questions and answers panel, moderated by Bob Watt, Vice Chair of the Cooperative

10:45 a.m.

7. Presentation of Resolution and Pro and Con Debate

11:55 a.m.

8. Advisory vote on the Resolution to approve the Plan

12:10 p.m.

9. Concluding remarks

12:15 p.m.

10. Adjourning this meeting, to meet on March 12, 2016 at 9:00 a.m. to resume the current business at that meeting.

Continuation of Special Meeting of the Membership March 12: Smith Cove Cruise Terminal 7:30–8:45 a.m. Meeting registration and breakfast 9:00 a.m.

Business meeting resumes 11. Call to order, welcoming remarks, announcements

Bob Watt Vice Chair of the Cooperative

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9:10 a.m.

12. Resolution voting results announced, Susan Byington, Chair of the Cooperative

9:15 a.m.

13. Board Chair report, Susan Byington, Chair of the Cooperative

10:00 a.m.

14. Report to the Membership, Scott Armstrong, President & CEO, Group Health Cooperative

10:20 a.m.

15. Audience questions and answers panel, moderated by Bob Watt, Vice Chair of the Cooperative

10:40 a.m.

16. Concluding remarks

10:45 a.m.

17. Adjourn

MAR. 12

Meeting rules

Adopted by the membership, Jan. 30, 2016

WHEN Saturday, March 12 9:00 a.m.–10:45 a.m. WHERE Smith Cove Cruise Terminal 2001 West Garfield Street Seattle, WA 98119 WHAT • Announcement of the mail ballot voting results • Board Chair report • Report to Membership • Audience Q&A REGISTRATION To reserve your space at the March 12

meeting, visit ghc.org/specialmeeting.

Please make your reservation by

March 4.

MEETING DAY Meeting registration and breakfast: 7:30 a.m.–8:45 a.m. All attendees will be asked to register upon arrival. The Special Meeting will be held regardless of weather. DRIVING DIRECTIONS Please visit ghc.org/specialmeeting. To request printed directions, contact the Resource Line: 1-800-992-2279 or [email protected]. PARKING Group Health will pay for parking at the Smith Cove Cruise Terminal for the Special Meeting. DISABLED PARKING If you need disabled parking, please indicate that when you make your reservation. There is a limited number of disabled parking spots available.

RULES FOR THE MEETING 1. The 2016 Group Health Cooperative Special Meeting will operate under the current edition of Robert’s Rules of Order Newly Revised, except as superseded by governing documents, relevant laws, and the following rules. 2. Members wishing to speak will move to a microphone located on the floor and wait to be recognized by the chair. 3. The proposed resolution will be presented by a representative of the Board of Trustees. 4. Opening remarks will be limited to five minutes each for the principal pro

and con sponsors.

5. Speakers during the pro and con debate shall be limited to 10 pro and 10 con selected by a random drawing of those eligible voting members (registered by Dec. 1, 2015) who have submitted their names in writing by 10:00 a.m. on Jan. 30. Selected speakers may choose to delegate their allotted time to another eligible voting member and speakers may not both speak and delegate remaining time to another voting member. No single speaker other than the principal pro and con sponsors shall be permitted to speak more than once in the pro and con debate. 6. Debate time for each pro and con speaker shall be limited to two minutes. 7. Debate shall be limited to whether or not to approve the proposed

resolution and the effect of the resolution on the membership.

8. Members of the panel, members of the Board of Trustees, or other persons at the specific request of the chair may respond to questions and such responses shall not be included in the timed debate. 9. The chair shall discourage repetitious comments. 10. Questions of parliamentary procedure shall be addressed directly to the

chair, who may consult with the parliamentarian. The parliamentary

decision will be made by the chair.

11. Voting shall be conducted by using electronic voting devices. In the event of a device system malfunction, a display of electronic voting devices will be used. 12. The vote on Jan. 30, 2016 shall be advisory to the membership. 13. The Jan. 30 meeting shall be adjourned to March 12, 2016 at 9:00 a.m. at Smith Cove Cruise Terminal, 2001 W. Garfield Street, Seattle, WA 98119. 14. This current meeting shall be adjourned only after the time scheduled on the agenda, or upon completion of the agenda for this current meeting. Parliamentary reminder: Members are reminded that a Point of Order must be raised promptly at the time when the breach of rules arises. Discussion on the point of order shall be germane to the breach of rules as stated.

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It’s time to vote! The future of Group Health is in your hands. It’s time to cast your vote. INCLUDED IN THIS GUIDE:

• Information about the Plan of Member Substitution before Group Health voting members • Your mail-in ballot

MAR. 9 Important Date Ballots must be received on or before March 9, 2016 to be counted.

Acquisition information: ghcnews.org Voting member information: ghc.org/specialmeeting Questions? Call toll-free 1-855 - 413-1611 E-mail [email protected]

16-ADM-1181 02-2016