Advanced Medical : AGM Notice – 2022

Notice of the twenty-eighth Annual General Meeting ('AGM') of Advanced Medical Solutions Group plc (the 'Company'), to be held at the offices of Investec Bank plc, 30 Gresham Street, London, EC2V 7QN at 11:00 am on Wednesday 8 June 2022, is set out on pages 6 and 7 of this document. Your attention is drawn to the letter from the Company's Chairman on page 2 of this document. Please complete and submit a proxy appointment form or electronic proxy appointment instruction by 11:00 am on Monday 6 June 2022 in accordance with the notes to the Notice of AGM set out on page 7.

We are closely monitoring the ongoing impact of the COVID-19 pandemic and any changes in the public health guidance. If any changes are required to the format and/or the arrangements for the 2022 AGM after the date of this Notice, we will notify shareholders as soon as practicable. We encourage shareholders to monitor the Company's website (www.admedsol.com/investor-relations/shareholder-information/agm) and RNS alerts for any updates.

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or transferred all of your shares in Advanced Medical Solutions Group plc, please send this document and any accompanying documents as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Letter from the Chairman

Advanced Medical Solutions Group plc Premier Park

33 Road One Winsford Cheshire CW7 3RT

Dear Shareholder,

2021 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 2021 (Report of the Directors and the Financial Statements of the Company) and Notice of AGM have now been published.

A copy of the 2021 Annual Report is enclosed. The document can also be accessed via the investors' section of our website (www.admedsol.com/investor-relations).

This year, our AGM will be held at the offices of Investec Bank plc, 30 Gresham Street, London, EC2V 7QN at 11;00 am on Wednesday 8 June 2022. The formal Notice of AGM is set out on pages 6 and 7. The AGM is an opportunity for all shareholders to meet with, and ask questions of, their Board of Directors ('Board').

The AGM will be convened with the minimum necessary quorum of two shareholders. The outcome of the resolutions will, as usual, be determined by shareholder vote based on the proxy votes received. Shareholders are therefore encouraged to vote by proxy on the resolutions contained in the AGM notice. Shareholders are also strongly encouraged to appoint the "Chairman of the Meeting" as their proxy rather than another person who may not be permitted to attend the meeting in case of a change to COVID-19 restrictions.

The results of the AGM will be announced to the London Stock Exchange and placed on the Group's website (www. admedsol.com), in the usual way, as soon as practicable after the conclusion of the AGM.

COVID-19/AGM

The Board continues to monitor the COVID-19 pandemic and our priority at this time remains the health, safety and wellbeing of all of our stakeholders. We are delighted that, at the time of issuing this Notice, we will be able to hold the AGM with no COVID-19 restrictions. However, the Board recognises that the COVID-19 pandemic is an evolving situation and that it may be necessary to modify our AGM arrangements. The arrangements are therefore subject to change, including at short notice, if circumstances and/or public health guidance changes.

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

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 11:00 am on Monday 6 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. 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 Group 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.

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 2022 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 Peter Allen.

In accordance with the Code, the Group is continuing the process of Board refreshment. This process started at the 2020 AGM and continued in 2021 with the retirement of Steve Bellamy and the appointments of Grahame Cook and Douglas Le Fort. It will progress with the retirement of Penny Freer from the Board at the upcoming 2022 AGM and will continue through to the 2023 AGM. The Board would like to thank Penny for her significant contribution to the success of AMS over the last 12 years.

It's expected that Douglas Le Fort will take over as Chair of the Remuneration Committee. Douglas has been working with Penny Freer on a future handover since joining the Remuneration Committee in 2021.

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.

Yours sincerely

Peter Allen Chairman

Explanatory Notes to the Business of the AGM

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 2021.

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 69 to 80 of the 2021 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. Penny Freer will not put herself forward for re-election at the 2022 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 re- election 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: Re-election of 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 2010-2011), three years as Chairman of Proximagen Neurosciences plc (2009-2012), five years as Chairman at Diurnal plc (2015-2020) and nine years as Chairman of Clinigen Group plc. 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, and also stepped down as chairman of Clinigen Group plc in September 2021.

In his role as Chairman, Peter attended all Board meetings during 2021. Peter is not a member of the Audit Committee in line with best practice.

Resolution 5: Re-election of Grahame Cook - Non-Executive Director

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 became Chair of the Audit Committee following the 2021 AGM.

Resolution 6: Election of Douglas Le Fort - Non-Executive Director

Douglas Le Fort has more than 20 years of senior executive leadership, with expertise in business strategy, operational management and M&A. Most recently, he was CEO of MedTrade Products, a woundcare products business and prior to that served in various senior executive roles at ConvaTec Group plc, including five years on the Executive Committee for the Group. At ConvaTec he was Senior Vice President for Corporate Development, and prior to that Vice President and General Manager with P&L responsibility for the global Ostomy business. He has an MBA from Henley Management College and is a Chartered Management Accountant.

Douglas Le Fort was appointed to the Board on 2 August 2021 and it is expected that he will become Chair of the Remuneration Committee following the 2022 AGM. Douglas has worked closely with Penny Freer to ensure a smooth transition.

Explanatory Notes to the Business of the AGM continued

Notes on Ordinary Business continued Resolutions 7 and 8: Re-election of 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 and was appointed to the Board in April 2006. 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 1.37p per Ordinary Share. If approved by Ordinary Resolution of the shareholders, the dividend will be paid on 17 June 2022 to shareholders on the register at close of business on 27 May 2022.

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 £3,601,185 (representing 72,023,713 Ordinary Shares of 5p each). This amount represents approximately one-third of the issued Ordinary Share capital of the Company as at 31 March 2022, 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 2023 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 £1,080,355 (being 10% of the Company's issued Ordinary Share capital at 31 March 2022, 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 2023 or, if earlier, 15 months after the passing of the Resolution.

Resolution 12: Purchase by the Company of its own shares

In certain circumstances, it may be advantageous for the Company to purchase its own shares. Under Section 701 of the 2006 Act, the Directors of a Company may make market purchases of that Company's shares if authorised to do so. Your Directors believe that granting such approval would be in the best interests of shareholders in allowing Directors the flexibility to react promptly to circumstances requiring market purchases.

Accordingly, Resolution 12, which will be proposed as a Special Resolution, will give the Directors the authority to purchase issued shares of the Company under Section 701 of the 2006 Act.

The authority contained in this Resolution will be limited to an aggregate nominal value of £540,177 (representing 5% of the issued Ordinary Share capital of the Company as at 31 March 2022, the latest practicable date prior to publication of this Notice, representing 10,803,557 Ordinary Shares of 5p each). The price which may be paid for those shares is also restricted as set out in the Resolution.

This authority will expire at the conclusion of the Annual General Meeting of the Company held in 2023 or, if earlier, 15 months after the passing of the Resolution.

The Board has no present intention of exercising this authority. However, this will be kept under review, and the Board will use this power only if and when, taking account of market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Group, they believe that the effect of such purchases will be in the best interests of shareholders generally and that they will result in an increase in earnings per share.

Shares purchased under this authority may be held as treasury shares. Shares held in treasury do not carry voting rights and no dividends will be paid on any such shares. Shares held in treasury in this way can be sold for cash or cancelled. This would allow the Company to manage its capital base more effectively and to replenish its distributable reserves.

If and when the Board resolves to exercise its authority to make market purchases, it will at that time decide whether shares purchased are to be cancelled or held in treasury.

As at 31 March 2022, the latest practicable date prior to publication of this Notice, there were share options outstanding over Ordinary Shares, representing 3.4% of the Company's issued Ordinary Share capital. The Company has no warrants in issue in relation to its shares. If the buyback authority was to be exercised in full, these options would represent 3.5% of the Company's ordinary issued share capital.