Evolent Health : 2024 Proxy Card

ANNUAL MEETING OF STOCKHOLDERS OF

EVOLENT HEALTH, INC.

June 6, 2024

GO GREEN

e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and annual report

are available at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx

Please sign, date and mail

your proxy card in the

envelope provided as soon

as possible.

Please detach along perforated line and mail in the envelope provided.

00033333333333304000 2060624

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE "FOR" ALL NOMINEES IN THE ELECTION OF DIRECTORS,

"FOR" PROPOSALS 2 AND 3 AND UNANIMOUSLY RECOMMENDS YOU VOTE "1 YEAR" ON PROPOSAL 4.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1.

Election of Directors:

FOR

AGAINST ABSTAIN

1. Election of Directors:

NOMINEES:

a)

Toyin Ajayi, MD

FOR ALL NOMINEES

b)

Craig Barbarosh

O

O

c)

Seth Blackley

WITHHOLD AUTHORITY

O

FOR ALL NOMINEES

d)

M. Bridget Duffy, MD

FOR ALL EXCEPT

(See instructions below)

e)

Russell Glass

f)

Peter Grua

g)

Diane Holder

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark "FOR ALL EXCEPT"

h)

Richard Jelinek

i)

Kim Keck

and fill in the circle next to each nominee you wish to withhold, as shown here:

j)

Cheryl Scott

2. Proposal to ratify the appointment of Deloitte & Touche LLP as

our independent registered public accounting firm for the fiscal

year ending December 31, 2024.

3. Proposal to approve the compensation of our named executive

officers for 2023 on an advisory basis.

4.

Proposal to approve the selection of the frequency of 1

YEAR

2

YEARS

3 YEARS ABSTAIN

future advisory votes on executive compensation on an

indicate your new address in the address space above. Please note that

advisory basis.

To change the address on your account, please check the box at right and

changes to the registered name(s) on the account may not be submitted via

This section must be completed for your vote to be counted. Date and Sign Below.

this method.

Signature of Stockholder

Date:

Signature of Stockholder

Date:

Note:

Please sign exactly as your name or names appear on this Proxy. When

shares

are held jointly, each

holder should sign. When signing as executor, administrator, attorney, trustee, custodian

or guardian, please give

full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

------------------

0

EVOLENT HEALTH, INC.

Proxy for Annual Meeting of Stockholders on June 6, 2024

Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Jonathan D. Weinberg and John P. Johnson, each or either of them, as proxies, with full power of substitution, with the powers the undersigned would possess if personally present, to vote, as designated on the reverse side of this form and, in his discretion, to vote upon such other business as may properly come before such meeting, all shares of Common Stock of the undersigned in Evolent Health, Inc. (the "Company") at the Annual Meeting of Stockholders of the Company to be held on June 6, 2024 at 10:00 a.m., Eastern Time, via the internet at https://web.lumiconnect.com/209916247 (password: evolent2024), and at any adjournments or postponements thereof.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

(Continued and to be signed on the reverse side)

1.1

14475

ANNUA MEETING OF STOCKHOLDERS OF
EVOLENT HEALTH, INC.
		June 6, 2024
INTERNET- Access "www.voteproxy.com		PROXY VOTING INSTRUCTIONS
	" and follow the on-screen
instructions or scan the QR code with your smartphone. Have your proxy
card available when you access the web page.
Vote online until 11:59 PM EDT, June 5, 2024.
MAIL- Sign, date and mail your proxy card in the envelope provided as
soon as possible.
VIRTUALLY AT THE MEETING- The company will be hosting the meeting
live via the Internet this year. To attend the meeting via the Internet			COMPANY NUMBER
please visit https://web.lumiconnect.com/209916247 (password:
evolent2024) and be sure to have available the control number.
you can quickly access your proxy material, statements and other eligible			ACCOUNT NUMBER
GO GREEN- e-Consent makes it easy to go paperless. With e-Consent,
documents online, while reducing costs, clutter and paper waste. Enroll
today via https://equiniti.com/us/ast-access to enjoy online access.

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS: The Notice of Meeting, proxy statement, proxy card and annual report

are available at http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx

Please detach along perforated line and mail in the envelope provided IFyou are not voting via the Internet.

00033333333333304000

2

060624

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE "FOR" ALL NOMINEES IN THE ELECTION OF DIRECTORS,

"FOR" PROPOSALS 2 AND 3 AND UNANIMOUSLY RECOMMENDS YOU VOTE "1 YEAR" ON PROPOSAL 4.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1.

Election of Directors:

FOR AGAINST

ABSTAIN

a)

Toyin Ajayi, MD

b)

Craig Barbarosh

c)

Seth Blackley

d)

M. Bridget Duffy, MD

e)

Russell Glass

f)

Peter Grua

g)

Diane Holder

h)

Richard Jelinek

i) Kim Keck

j) Cheryl Scott

2. Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

3. Proposal to approve the compensation of our named executive officers for 2023 on an advisory basis.

			4. Proposal to approve the selection of the frequency of 1	YEAR	2	YEARS	3 YEARS	ABSTAIN
			future advisory votes on executive compensation on an
indicate your new address in the address space above. Please note that	advisory basis.
To change the address on your account, please check the box at right and
changes to the registered name(s) on the account may not be submitted via			This section must be completed for your vote to be counted. Date and Sign Below.
this method.

Signature of Stockholder		Date:		Signature of Stockholder		Date:
	Note:	Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When	signing as executor, administrator, attorney, trustee or	guardian,	please give full
		title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice of Availability of Proxy Materials for the Shareholder Meeting of

EVOLENT HEALTH, INC.

To Be Held On:

June 6, 2024 at 10:00 a.m., Eastern Time

at https://web.lumiconnect.com/209916247 (password: evolent2024)

JOHN SMITH

1234 MAIN STREET APT. 203

NEW YORK, NY 10038

COMPANY NUMBER

ACCOUNT NUMBERCONTROL NUMBER

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a
copy. To facilitate timely delivery please make the request as instructed below before May 26, 2024.
Please visit http://ir.evolenthealth.com/financial-info/annual-reports-and-proxy-statements/default.aspx, where the following
materials are available for view:
	• Notice of Annual Meeting of Stockholders
	•	Proxy Statement
	•	Form of Electronic Proxy Card
TO REQUEST MATERIAL:	•	Annual Report
TELEPHONE: 888-Proxy-NA(888-776-9962) or 201-299-6210 (for international callers)
	E-MAIL: [e-mail]
TO VOTE:	WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
ONLINE: To access your online proxy card, please visit www.voteproxy.comand follow the on-screen
	instructions or scan the QR code with your smartphone. You may enter your voting instructions at
	www.voteproxy.com up until 11:59 PM Eastern Time the day before the cut-off or meeting date.

VIRTUALLY AT THE MEETING: The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit https://web.lumiconnect.com/209916247 (password: evolent2024) and be sure to have available the control number.

MAIL: You may request a card by following the instructions above.

Please note that you cannot use this notice to vote by mail.

1. Election of Directors:
2. 1. Toyin Ajayi, MD
   2. Craig Barbarosh
   3. Seth Blackley
   4. M. Bridget Duffy, MD
   5. Russell Glass
   6. Peter Grua
   7. Diane Holder
   8. Richard Jelinek
   9. Kim Keck
   10. Cheryl Scott
3. Proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
4. Proposal to approve the compensation of our named executive officers for 2023 on an advisory basis.
5. Proposal to approve the selection of the frequency of future advisory votes on executive compensation on an advisory basis.
   The Board of Directors unanimously recommends you vote "For" all nominees in the Election of Directors, "For" Proposals 2, and 3 and unanimously recommends you vote "1 year" on Proposal 4.