Advanced Medical : AGM Notice – 2021

Advanced Medical Solutions Group plc

Premier Park

33 Road One

Winsford

Cheshire

CW7 3RT

Dear Shareholder,

2020 Annual Report and Accounts and AGM

I am pleased to report that Advanced Medical Solutions Group plc's Annual Report and Accounts for the year ended 31 December 2020 (Report of the Directors and the Financial Statements of the Company) and Notice of AGM have now been published.

A copy of the 2020 Annual Report is enclosed. The document can also be accessed via the investors' section of our website (www.admedsol.com/investor-relations). The results of the AGM will be announced to the London Stock Exchange and placed on the Group's website, in the usual way, as soon as practicable after the conclusion of the AGM.

Covid-19/AGM

The Board continues closely to monitor the coronavirus pandemic and our priority at this time remains the health, safety and well-being of all of our stakeholders. As part of its monitoring, the Board has noted, in particular, the gradual easing of public health restrictions across England in line with the government's "COVID-19 Response - Spring 2021" roadmap published in February 2021. Based on that roadmap and associated guidance, it is currently anticipated that attendance in person at the meeting will not be unlawful. It is therefore intended that the Directors will be present in person at the AGM, observing relevant social distancing guidelines in place on the date of the meeting. However, given ongoing public health considerations, you are strongly encouraged not to attend the meeting in person.

Instead, you are strongly encouraged to appoint the Chairman of the meeting as your proxy and to give your instructions on how you wish the Chair to vote on the proposed resolutions. This will ensure that your votes will be counted if ultimately you (or any other proxy who you might otherwise appoint) are not able, or do not wish, to attend the AGM in person.

Information on how to appoint a proxy can be found in the Notes to the Notice of AGM on page 7. To be valid, your proxy appointment must be received at the address for delivery specified in the Notes no later than 11.00am on Friday 4 June. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the resolutions set out in the Notice of AGM.

Appointing the Chair of the meeting as your proxy will not prevent you from attending the meeting and voting in person if you wish to do so (and if attendance in person is permitted under applicable public health restrictions and guidance). However, I strongly encourage you not to attend the AGM in person.

Any shareholder who nonetheless wishes to attend the AGM in person is asked to register their intention to do so as soon as practicable. This should be done by notifying the Company by completing and returning the proxy form to LINK Asset Services as outlined on the Proxy form. Any shareholders attending in person will be expected to adhere to any special arrangements and safety measures which the Company may put in place on the day.

Change of circumstances

The Board recognises that the coronavirus pandemic is an evolving situation and that it may be necessary to modify our AGM arrangements further in the coming weeks. The arrangements are therefore subject to change, including at short notice, if circumstances and/or public health guidance changes. If restrictive Government measures on travel or public gatherings, or 'stay at home' measures, will be in place on the date of the AGM, the meeting will be scaled-back accordingly. This may mean that not all Directors are present in person at the meeting and that you (and anyone other than the Chairman who is appointed as a proxy) may not be permitted to attend the meeting in person.

The Board therefore recommends that you monitor the Company's announcements for any updates and register to receive our RNS alerts at www.admedsol.com/investor- relations/alert-service.

Recommendation

The Board is committed to the principles of good corporate governance and reports against the 2018 UK Corporate Governance Code (Code). As a result, in 2021 we will put all Directors forward for re-election. We have also addressed certain corporate governance principles in the explanatory notes, including Board appointments and the tenure of Penny Freer.

In accordance with the Code, the Group is continuing the process of recruiting further Non-Executive Directors as part of the plan for Board refreshment. This process started with the retirement of Peter Steinmann at the 2020 AGM, will progress with the retirement of Steve Bellamy from the Board at the upcoming 2021 AGM and will continue over the next two years. The Board would like to thank Steve for his significant contribution to the success of AMS over the last fourteen years. Grahame Cook will become Chairman of the Audit Committee. We will ensure that new Non-Executive Directors are appointed in a timely manner to allow for a smooth and effective handover.

You will find on pages 3 to 5 of this document the explanatory notes in relation to the various resolutions which are set out in the Notice of AGM. The Board considers that each of these resolutions is in the best interests of the Company and its shareholders as a whole. Accordingly, all Directors intend to vote in favour of each resolution in respect of their own beneficial holdings (with the exception of resolutions relating to their own re-appointment). The Directors unanimously recommend that shareholders vote in favour of all the proposed resolutions.

The Board would like to thank all shareholders for their continued support and understanding in these exceptional circumstances.

Yours sincerely

Peter Allen

Chairman

Notes on Ordinary Business

Resolution 1: Report of the Directors and the Financial Statements of the Company

The Companies Act 2006 requires the Directors of the Company to lay before the shareholders in general meeting copies of its annual accounts, the Strategic Report, the Directors' Report and the Independent Auditors' Report on those accounts in respect of each financial year. In accordance with best practice, the Company proposes, as an Ordinary Resolution, a resolution to receive the Report of the Directors and the Financial Statements of the Company for the year ended 31 December 2020.

Resolution 2: Approval of Directors' Remuneration Report

As a matter of good corporate governance, the Company has elected to seek shareholder approval at this AGM (and at each subsequent AGM), by way of Ordinary Resolution, for the part of its Directors' Remuneration Report which describes how the Company's Directors' remuneration policy has been implemented during the previous financial year. The relevant part of the Directors' Remuneration Report is set out on pages 66 to 76 of the 2020 Annual Report. Please note that this vote is advisory only and does not affect the historical remuneration paid to any individual Director.

Resolution 3: Auditor's reappointment and remuneration

At or before each general meeting at which the Report of the Directors and Financial Statements of the Company for a financial year are laid, the Company is required to appoint auditors to serve for the following financial year. Deloitte LLP have indicated their willingness to continue as the Company's auditors. Resolution 3 is an Ordinary Resolution to reappoint them and give the Directors discretion to determine the auditor's remuneration.

Resolutions 4 to 8: Election and re-election of Directors

In accordance with the Company's Articles of Association, one-third of the Directors must stand for re-election by shareholders annually in rotation. However, to underline their accountability to shareholders and the Board's commitment to the Code and wider corporate governance principles, the Board have decided that all Directors will stand for re-election at this AGM and every subsequent AGM. Steve Bellamy will retire from the Board this year and will not put himself forward for re-election at the upcoming AGM.

The Code requires that the Board should set out why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. These details are set out below, together with brief biographical details and that we believe shareholders should vote in favour of the reelection of each Director. Any Corporate Governance issues impacting each Director are also addressed.

The Board believes that all the Executive and Non-Executive Directors who are currently serving on the Board and are seeking re-election this year, continue to be effective, make a positive contribution to the Board and demonstrate commitment to their roles.

Resolution 4: Peter Allen - Chairman

Peter Allen has extensive experience in the healthcare industry, having held key senior positions in a number of companies and playing a significant role in their development. This includes 12 years at Celltech Group plc (1992-2004) as CFO and Deputy CEO, six years as Chairman (2007-2013) of ProStrakan Group plc (Interim CEO 2010-11), three years as Chairman of Proximagen Neurosciences plc (2009-12) and five years as Chairman at Diurnal plc (2015- 2020). He is a qualified Chartered Accountant.

Peter and AMS are aware of the corporate governance requirements in relation to the number of Board appointments. In this regard, Peter stepped down as Chairman of Diurnal plc in 2020 which helps to meet those requirements.

In his role as Chairman, Peter attended all Board meetings during 2020. Peter is not a member of the Audit Committee in line with Best Practice.

Resolution 5: Penny Freer - Senior Non-Executive Director

Penny Freer joined the Board of AMS in March 2010. With 25 years' experience in investment banking, she was formerly Head of Equities for Robert W Baird in London and prior to this held senior positions at Credit Lyonnais and NatWest Markets.

Penny Freer, despite her tenure in excess of the nine-year limit outlined in Code Provision 10, is considered to be independent of character and judgement, qualities which are exhibited through her contribution to Board meetings and Chairmanship of the Remuneration Committee. In addition, Penny has extensive experience of the Company and undertakes ongoing training and development to maintain relevant knowledge and expertise. The Board rigorously self assesses performance, with a focus on independence and commitment, and believes that she will continue to add value. As a result, the Company complies with Code Provision 24, requiring it to have at least two independent Non-Executive Directors.

The succession plan being implemented will allow for the smooth and effective handover in respect of Committee Chairmanships. The Board will pay due consideration to the diversity of the Board and consider the requirements of the Hampton-Alexander review when refreshing the Board. Penny attended all Board and Committee meetings in 2020. Penny was appointed as the designated Non-Executive Director for Workforce Engagement in 2020 in accordance with Code Provision 5.

Notes on Ordinary Business continued

Resolution 6 - Grahame Cook

Grahame Cook has 18 years' experience in investment banking in global equity capital markets and M&A and corporate advisory. He advised the London Stock Exchange on the creation of TechMark, the specialist segment of the Main Market focusing on innovative technology and healthcare companies and has healthcare experience, most recently as a Non-Executive Director of Morphogenesis Inc and Chairman of Sinclair Pharma plc. He also held Board positions at Horizon Discovery plc, MDY Healthcare plc and Crawford Healthcare Holdings Limited. He is a qualified Chartered Accountant.

Grahame Cook was appointed to the Board on 1 February 2021 and will become Chairman of the Audit Committee following the AGM. Grahame worked with Steve Bellamy and management on the year-end audit, Annual Report and Internal Audit plan to help ensure a smooth transition.

Resolutions 7 and 8: Chris Meredith - Chief Executive Officer / Eddie Johnson - Chief Financial Officer

Chris Meredith joined AMS as Group Commercial Director in July 2005 following a successful 18-year career in international healthcare sales, marketing and business development. His experience covered business-to-business contract manufacturing, product development and clinical research, as well as branded product sales all within the medical device, pharmaceutical or consumer healthcare markets. Chris has previously held senior positions at Smiths Industries, Cardinal Health, Banner Pharmacaps, and Aster Cephac. He was appointed Managing Director of Advanced Woundcare in February 2008, became Chief Operating Officer in January 2010 and was appointed as Chief Executive Officer in January 2011.

Eddie Johnson joined AMS in October 2011 and was appointed Group Financial Controller in November 2012. Prior to this he gained a first class degree in Maths and Computer Science from Keele University in 1993 and qualified as a Chartered Accountant in 1996. Since moving into the industry in 1996 Eddie has held a number of senior finance roles in various industry sectors including, more recently, Head of Commercial Finance at Norcros plc and Western European Financial Controller for Sumitomo Electrical Wiring Systems. Eddie was appointed as Chief Financial Officer in January 2019.

Resolution 9: Declaration of a final dividend

The Directors recommend a final dividend of 1.20p per Ordinary Share. If approved by Ordinary Resolution of the shareholders, the dividend will be paid on 18 June 2021 to shareholders on the register at close of business on 28 May 2021.

Notes on Special Business

Resolution 10: Authority to allot Ordinary Shares and other relevant securities

This Resolution would give the Directors the authority to allot Ordinary Shares up to an aggregate nominal amount equal to £3,591,221 (representing 71,824,429 Ordinary Shares of

5p each). This amount represents approximately one-third of the issued Ordinary Share capital of the Company as at

31 March 2021, the latest practicable date prior to publication of this Notice.

The authority sought under this resolution will expire at the conclusion of the Annual General Meeting of the Company held in 2022 or, if earlier, 15 months after the passing of the resolution. While the Directors have no present intention of issuing any of the authorised but unissued share capital, it is considered prudent and appropriate to maintain the flexibility that this authority provides.

Resolution 11: Disapplication of Pre-emption Rights

Your Directors also require additional authority from shareholders to allot shares or grant rights over shares or sell treasury shares where they propose to do so for cash and otherwise than to existing shareholders in proportion to their existing holdings. Accordingly, Resolution 11 will be proposed as a Special Resolution to grant such authority. Apart from rights issues, open offers or any other pre-emptive offer as mentioned, the authority will be limited to the issue of shares and sales of treasury shares for cash up to an aggregate nominal value of £1,077,366 (being 10% of the Company's issued Ordinary Share capital at 31 March 2021, the latest practicable date prior to publication of this Notice). This is in keeping with the extent for which such authority has been sought and given at each previous Annual General Meeting of the Company since 2006.

Allotments made under the authorisation in paragraph (a) of Resolution 11 would be limited to allotments by way of a rights issue only (subject to the right of the Directors to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters).

If given, this authority will expire at the conclusion of the Annual General Meeting of the Company held in 2022 or, if earlier, 15 months after the passing of the Resolution.