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AGM 2024

Jun 3, 2024

Andrew Witty
CEO, UnitedHealth Group

Good morning. My name is Andrew Witty, Chief Executive Officer of UnitedHealth Group. I'm honored to welcome you to our 2024 Annual Meeting of Shareholders. I'm joined by the members of our board, Steve Hemsley, our Non-Executive Chairman, Michele Hooper, our Lead Independent Director, Timothy Flynn, Paul Garcia, Kristen Gil, Bill McNabb, Dr. Valerie Montgomery Rice, Dr. John Noseworthy, and Charlie Baker, who joined the board in October. John England and Lindsey Bickler of Deloitte & Touche LLP are also present. Also with us today from UnitedHealth Group are President and Chief Financial Officer, John Rex, and Rupert Bondy, the Executive Vice President, Chief Legal Officer, and Corporate Secretary. I will act as chair of the annual meeting, and Rupert will serve as secretary for this meeting. We'll now proceed with the meeting.

Rupert will conduct the formal portion of our meeting, after which I will offer some brief comments, and we'll take your questions.

Rupert Bondy
EVP, Chief Legal Officer, and Corporate Secretary, UnitedHealth Group

Thank you, Andrew. I now call the meeting to order and declare the polls to be open for voting on all items of business for this meeting. First, I want to make sure our shareholders know how to submit questions for today's session. Please make sure you are logged into the meeting with your control number and submit your question online now, so we receive them during the meeting. Please enter your name and organization, if applicable, along with your question. Questions may be submitted until the conclusion of the presentation of proposals. If we receive multiple questions on a similar topic, we will combine the questions and address them once. If your question relates to a proposal, please indicate which proposal in your question, so it can be addressed at the appropriate time. All questions should be properly focused on the business of the company.

Questions that are not directly related to the agenda of today's meeting or the business of the company may be excluded. We have made available to you on the annual meeting website an agenda, as well as guidelines and procedures to be followed during the meeting. In the interest of openness and fairness to all shareholders participating today, we will follow these guidelines and complete the formal business in accordance with these procedures. Copies of the notice of the annual meeting, the 2024 Proxy Statement, and the Annual Report are available on the virtual annual meeting website. All of these documents will be filed with the records of the meeting. Peter Hagberg of CT Hagberg LLC has been appointed as Inspector of Election for this annual meeting and is present with us virtually today. As the Inspector of Election, Mr.

Hagberg will inspect the votes during the meeting and will inform us of the preliminary results of the votes cast. Mr. Hagberg has taken and signed an oath to execute faithfully the duties of Inspector of Election with strict impartiality and according to the best of his abilities. His oath will be filed with the records of the meeting. The record date fixed by the board of directors for the determination of shareholders entitled to receive notice and vote at the meeting was the close of business on April 5, 2024. As of that date, the company had outstanding 920,079,867 shares of common stock. The only class of stock issued now outstanding. Each share is entitled to one vote.

825,081,444 shares of common stock out of a total of 920 thousand... 920,079,867 shares of common stock outstanding on the record date are represented at the meeting by proxy. Therefore, a quorum is present. This meeting is duly constituted, has been duly convened, and is ready to proceed with the transaction of business. As I indicated earlier, the polls are open for voting on all of the items of business for this meeting. We will close the polls after the proposals have been presented. If you wish to vote and have not already done so, please follow the instructions included in the meeting guidelines.

If you have previously voted by proxy, there is no need to vote during the virtual meeting unless you want to change your prior vote or revoke your proxy. As described in our proxy statement, there are four items of business for today's meeting. The first item of business is to elect the following people to serve as directors of the company: Charles Baker, Timothy Flynn, Paul Garcia, Kristen Gil, Stephen Hemsley, Michele Hooper, Bill McNabb, Dr. Valerie Montgomery Rice, Dr. John Noseworthy, and Andrew Witty. The second item of business is to consider and vote on a proposal relating to advisory approval of the company's executive compensation. The third item of business is to consider and vote on a proposal to ratify the appointment of Deloitte & Touche LLP, as the company's independent registered public accounting firm for the fiscal year ending December 1, 2024.

The fourth item of business is to consider and vote on a shareholder proposal requiring a political contributions congruency report. The shareholder proposal was submitted by the Educational Foundation of America. In accordance with the meeting guidelines, Shelley Alpern of Rhia Ventures will have three minutes to present the Educational Foundation of America's shareholder proposal. I hereby recognize Ms. Alpern. Operator, would you please open Ms. Alpern's conference line in order to permit her to present the Educational Foundation of America's proposal?

Andrew Witty
CEO, UnitedHealth Group

Ms. Alpern, your line is now open. You may proceed.

Shelley Alpern
Director of Corporate Engagement', Rhia Ventures

Good morning. This proposal calls on UnitedHealth to make a regular practice of examining its political contributions and lobbying expenses to ensure that they are congruent with the company's stated values and policies, and to report out on this review. This is the third year that the Educational Foundation of America has filed this proposal. UnitedHealth has stated that its political contributions are designed to, quote, "Advance policy options," excuse me, "advance policy solutions that focus on achieving universal coverage, improving healthcare affordability, enhancing the healthcare experience, and achieving better health outcomes." But we have observed a gulf between policy and practice. In its first decade, the Affordable Care Act expanded healthcare coverage to 20 million Americans.

But between 2017 and 2023, UnitedHealth contributed millions of dollars to politicians who voted repeatedly to repeal the law, and it gave over $300,000 to the organization that led efforts to strike it down. UnitedHealth has also been supporting politicians working to undermine access to reproductive health care. Most UnitedHealth plans offer group clients the option to insure abortion where it is legal to do so. But in the 2020 and 2022 election cycles, public records indicate that the company and its employee PAC donated at least $5.3 million to politicians and political organizations working to weaken abortion access, and at least $1.2 million in 2023.

This includes approximately $125,000 to legislators who voted for the Texas law that made it legal for ordinary citizens to sue anyone providing insurance for abortions that take place later than six weeks of pregnancy. In fact, at least 80% of UnitedHealth Group's contributions in the South went to anti-abortion politicians between 2020 and 2022. There is something wrong with this picture. It is also extremely disturbing that UnitedHealth has contributed at least $250,000 to members of the House who denied election certification on January 6. None of these politicians have renounced their actions on that day and are capable of subverting democratic processes again within a year. These examples raise serious concerns about the level of rigor UnitedHealth is applying to managing risk from its political contributions.

A report reviewing the congruence of political and lobbying activities would be an important step in mitigating risk for UnitedHealth Group and its shareholders. Thank you for your attention.

Rupert Bondy
EVP, Chief Legal Officer, and Corporate Secretary, UnitedHealth Group

Thank you, Ms. Alpern. I understand we have not received any questions specific to the proposals being voted on. At this time, I declare the polls to be officially closed for voting on all of the items of business for this annual meeting. Following the conclusion of the meeting and Andrew's presentation that follows, we will address remaining shareholder questions. Based on the tabulation of all of the proxies received as of the opening of the polls at today's meeting, the Inspector of Election preliminarily reports the following: The total number of shares of common stock represented by proxy at this meeting was 825,081,444 shares. The director nominees named in the proxy statement have been duly elected. The company's executive compensation has received advisory approval from shareholders.

The appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the company for fiscal year ending December 31, 2024, has been ratified. The shareholder proposal requiring a political contributions congruency report did not pass. The final report of the Inspector of Election, with a final tabulation, will be filed with the records of this meeting, and the final results will be reported in a Form 8-K within 4 business days. There being no further business to come before the meeting, in accordance with the company's bylaws, the 2024 Annual Meeting of Shareholders is now concluded, and I hereby declare the formal portion of the 2024 Annual Meeting of Shareholders adjourned. Now, Andrew Witty, CEO of UnitedHealth Group, will make a few remarks about our business.

I would like to remind you that portions of Andrew's remarks may be forward-looking statements made under the protection of the Private Securities Litigation Reform Act. Our actual results may differ materially from those statements, and the factors that could cause the results to differ materially can be found in the cautionary statement sections of our 10-K and 10-Qs. Andrew's remarks may also reference non-GAAP amounts. A reconciliation of the non-GAAP to GAAP amounts is available on the Annual Meeting section of our website.

Andrew Witty
CEO, UnitedHealth Group

Thank you, Rupert. As we approach the midpoint of the year, UnitedHealth Group remains dedicated to serving more people with high-quality, affordable care, while advancing our mission to help people live healthier lives and to help make the health system work better for everyone. Our differentiated long-term strategy is built around two core complementary ambitions: helping accelerate the U.S. health system's transition to value-based care by aligning incentives across care providers, health plans, and consumers to deliver the highest quality outcomes at the lowest cost, while at the same time, bringing to bear the full resources of our enterprise capabilities, our technology, data, and clinical expertise, to fundamentally empower and transform the way American consumers engage with their healthcare. These twin ambitions are underpinned by five strategic growth priorities.

I'll start with value-based care, where we are integrating in-clinic, in-home, behavioral, and virtual care delivery capabilities to comprehensively serve more people with higher quality outcomes at a lower cost. The second is health benefits, where we are providing consumers with innovative plan designs that prioritize simplicity, affordability, and better health outcomes. Third, health technology, where we're using clinical data and intelligence to simplify administrative processes, support clinical decision making, and improve transparency, efficiency, and quality across the health system. Fourth, health financial services. Streamline payment processes, driving speed, reliability, and trust to provide greater convenience and transparency for consumers and care providers. And finally, pharmacy services, where we are innovating across pharmaceutical care and service offerings to lower the cost of drugs, while seamlessly integrating direct-to-consumer offerings with medical, pharmacy, behavioral, and community health capabilities.

Each of these priorities represents substantial opportunity for growth and innovation on their own, and even greater potential for value creation as we seek to deliver more effective, simple, and coordinated consumer experiences to address unmet needs in the marketplace. Our success depends on our ability to enable our partners and customers outside our company to succeed, which ultimately translates to long-term value creation for you, our shareholders, as you've entrusted us to be good stewards of your capital. My colleagues remain sharply focused on quality and the disciplined execution of our growth strategy. UnitedHealthcare is now serving nearly 2.1 million more people than we had a year ago through our domestic commercial offerings, as individuals and major employers continue to respond to innovation in our consumer-centric products. Within Optum, we are building momentum on top of last year's record selling season in Optum Rx.

Through Optum Health, we're making strong progress toward our goal to transition seven hundred and fifty thousand more people to fully accountable value-based care arrangements this year, bringing the total number of people we serve through this comprehensive model to nearly 5 million. This robust foundation underpins the confidence we have in our ability to continue to deliver on our long-term 13%-16% earnings per share growth rate. Finally, I'd like to recognize the many people of this company, along with our partners in government and the private sector, for their unwavering dedication and support in our response to the malicious and unprecedented cyberattack on Change Healthcare.

From the moment we learned of the attack, we felt a profound sense of responsibility to do everything we can to preserve access to care, support our customers and clients, and ultimately use what we learned to further strengthen our defenses and help others prevent similar attacks from being perpetrated in the future. As of today, Change Healthcare's major products and systems are restored, and our broader business recovery efforts are well underway. Optum Insight will emerge stronger and more resilient, and even better positioned to realize long-sought solutions for the health system, including, for example, real-time settlement and provider risk enablement. Tenacity, restlessness, and compassion are enduring traits of our culture.

Core to our mission and ingrained in our business strategy, they're made possible by the people who work here, and they drive our ability to build a better health system for everyone, both now and in the future. Thank you.

Rupert Bondy
EVP, Chief Legal Officer, and Corporate Secretary, UnitedHealth Group

Thank you, Andrew. We will now turn to our general Q&A session, and we have one question from Lydia Kuykendall, as follows: In a recent study, UNH was specifically called out for an over 13% denial rate in managed care prior authorizations. Will you share your disaggregated prior authorization denial rates?

Andrew Witty
CEO, UnitedHealth Group

Thank you very much for the question. Let me first off, really emphasize that we're very much focused on the experience of our members and participating providers throughout the prior authorization process. Prior authorization itself is a very, very important checkpoint to ensure a service or procedure is a safe and clinically appropriate option, and is also being undertaken at the best possible site of care. It also helps make sure that patients don't pay out of pocket or are surprised by a service that they're not being covered for, and the majority of our prior authorizations are simply checking for coverage prior to treatment. We continue to look at ways in which we can reform and, reduce the number of prior authorizations required, and we're also piloting across the country a Gold Card program to further improve people's experience.

We welcome aligned efforts with partners, particularly providers, to continue to look for ways in which we can modernize prior authorizations across the health service sector. Thank you.

Rupert Bondy
EVP, Chief Legal Officer, and Corporate Secretary, UnitedHealth Group

Thank you, Andrew. I understand we have no further questions from shareholders. Thank you for joining us today, and goodbye.

Andrew Witty
CEO, UnitedHealth Group

This now concludes today's meeting. Thank you for joining, and have a pleasant day.

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