ConvaTec : Amendment of the rules of the Convatec Group Plc Long Term Incentive Plan 2016

March 21, 2024 at 06:50 am EDT

CONVATEC GROUP PLC

RULES OF THE CONVATEC GROUP PLC

LONG TERM INCENTIVE PLAN 2016

Approved by a resolution of the Board on 25 October 2016 and by ordinary resolution of the Company's shareholders at a general meeting on 25 October 2016

Amended by a resolution of the Remuneration Committee on 30 January 2024 and to be approved by ordinary resolution of the Company's shareholders at a general meeting on 16 May 2024

Contents

CLAUSE PAGE

31.Definitions

72.Grant of Awards

103.Performance Condition

114.Awards which take the form of a Forfeitable Share Award

115.Vesting of Awards and Holding Periods

126.Leavers

147.Malus and Clawback

158.Take-over and Liquidation

169.Rollover of Awards

1710.Consequences of Vesting

2011.Relationship of Plan to contract of employment

2112.Adjustment of Awards

2113.Administration and Amendment

2214.Data Protection

2215.General

23Appendix A RULES of THE CONVATEC GROUP PLC LONG TERM INCENTIVE PLAN 2016 - ELIGIBLE US EMPLOYEES

241.Definitions

292.Grant of Awards

323.Performance Condition

324.Awards which take the form of a Forfeitable Share Award

335.Vesting of Awards and Holding Periods

346.Leavers

357.Malus and Clawback

368.Take-over and Liquidation

389.Rollover of Awards

3810.Consequences of Vesting

4211.Relationship of this Appendix A to contract of employment

4312.Adjustment of Awards

4313.Administration and Amendment

4414.Data Protection

4515.General

4616.Section 409A

4717.Securities Law Compliance

Rules of the convatec Group plc

LONG TERM INCENTIVE plan 2016

1. Definitions

1.1 In this Plan, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

Adoption Date means 25 October 2016;

Admission means the date the Company is admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities;

ADRs means American depositary receipts representing American depositary shares deposited by the Company with a depository pursuant to a deposit agreement and issued with respect to fully paid ordinary shares in the capital of the Company;

Award means an award granted under rule 2 in the form of an Option, a Forfeitable Share Award, a Conditional Award or a Phantom Award as the Committee may determine, which is for the time being subsisting;

Award Certificate means the certificate or any other document issued in respect of the grant of an Award under rule 2.8;

Board means the board of directors of the Company;

Capital Reorganisation means any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of the share capital of the Company;

Committee means the Remuneration Committee of the Board or some other duly authorised committee of the Board;

the Company means ConvaTec Group Plc (incorporated in England with registered number 10361298);

Control shall have the meaning given to that word by section 995 of the Income Tax Act 2007;

Conditional Award means an Award which takes the form of a contingent right to acquire or receive Shares at no or nominal cost;

the Date of Grant means the date on which the Committee grants an Award;

Dismissal for Cause means dismissal as a result of: (i) a Participant engaging in wilful or gross misconduct in providing services to the Group; (ii) a Participant's wilful and continued failure to perform his or her duties of employment with the Group, which failure is not cured, to the extent susceptible to cure, within 30 days after a member of the Group has given written notice to the Participant describing such failure in reasonable detail; (iii) a Participant's charge for, or conviction of, or plea of guilty (or failure to enter a plea) to a crime of moral turpitude (or equivalent outside of the United States) or dishonesty; (iv) fraud, embezzlement or material misappropriation by a Participant; or (v) any illegal act by a Participant materially detrimental to any Group Company, provided that, if a Participant is subject to an employment agreement with a Group Company from time to time which includes a definition of "cause" then Dismissal for Cause for the purposes of the Plan shall have the meaning set out in such employment agreement;

Dividend Equivalents means the payment of a cash sum or delivery of Shares in accordance with rule 10.12;

Eligible Employee means any employee (including an executive director) of any member of the Group;

Employees' Share Scheme has the meaning given by section 1166 of the Companies Act 2006;

Employer means the Company or any Subsidiary that, with the consent of the Company, participates under this Plan;

Final Value means, in the case of Vested Shares, their aggregate market value calculated by reference to the closing middle-market quotation of a Share (as derived from the Daily Official List of the London Stock Exchange) on: (a) in the case of an Award other than an Option, the relevant Vesting Date; or (b) in the case of an Option, the date on which the Option is exercised;

Financial Year means a financial year of the Company within the meaning of section 390 of the Companies Act 2006;

Forfeitable Shares means Shares subject to a Forfeitable Share Award which are subject to restrictions in accordance with rule 4;

Forfeitable Share Award means an award comprising Forfeitable Shares;

Grant Period means the period of 42 days commencing on:

(a) Admission;

(b) the day immediately following the day on which the Company makes an announcement of its results for the last preceding Financial Year, half year or other period; or

the Group means the Company and its Subsidiaries from time to time and the expression member of the Group or Group Company shall be construed accordingly;

Holding Period means the period of two years (or such other period as the Committee may determine) during which the Participant must retain some or all of the Shares which Vest under an Award (including any Shares delivered in satisfaction of Dividend Equivalents) or, in the case of a Vested but unexercised Option, the Option itself;

Legal Representative means a deceased Participant's duly appointed legal personal representative, or equivalent representative in jurisdictions other than the UK, as evidenced by such representative to the satisfaction of the Committee;

London Stock Exchange means the London Stock Exchange Plc or any successor body thereto;

Market Abuse Regulation means the Market Abuse Regulation (EU) No 596/2016;

Market Value means in relation to a Share or a Notional Share:

(a) if and for so long as the Shares are admitted to trading on the London Stock Exchange, the closing middle-market quotation for a Share (as derived from the Daily Official List of the London Stock Exchange) for the Dealing Day immediately preceding the Date of Grant or, if the Committee so determines:

(i) the closing middle-market quotation for a Share (as derived from the Daily Official List of the London Stock Exchange) on the Date of Grant; or

(ii) the average of the closing middle-market quotations during such period as the Committee may determine but not exceeding 30 Dealing Days ending with the Dealing Day immediately preceding the Date of Grant provided that such Dealing Day(s) fall within a Grant Period; or

(b) if the Shares are not admitted to trading on the London Stock Exchange, the market value of a Share on the Date of Grant as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992,

and in relation to an ADR means such value as the Committee may, acting fairly and reasonably, determine;

Market Value Option means an Award which takes the form of an option to acquire Shares at a price equal to the Market Value at the Date of Grant;

Nil Cost Option means an Award which takes the form of an option to acquire Shares at no or nominal cost;

Notional Share means a share equal in value to a Share, but having no legal rights attributable to a Share;

Option means a Nil Cost Option or a Market Value Option;

Option Exercise Value means, in relation to an Option, the aggregate market value of the Vested Shares subject to such Option calculated by reference to the closing middle market quotation of a Share (as derived from the Daily Official List of the London Stock Exchange) on the last date of the relevant exercise period less any exercise price payable per Share on the exercise of such Option, provided that if the calculation produces a negative number, the Option Exercise Value shall be nil;

Participant means an Eligible Employee who has been granted an Award (including, where the context permits, the Legal Representative) which has not lapsed or been surrendered or forfeited;

Performance Condition means the performance condition or conditions imposed as a condition of the Vesting of an Award under rule 3;

Phantom Award means an Award which takes the form of a right to call for a cash payment calculated by reference to the Final Value of a Notional Share on the Vesting Date;

the Plan means this ConvaTec Group Plc Long Term Incentive Plan 2016 as amended from time to time;

Relevant Date means:

(a) if the Relevant Event falls within rule 8.1(a), the date on which Control is obtained and any conditions to which the offer is made subject are satisfied;

(b) if the Relevant Event falls within rule 8.1(b), either the date on which the scheme of arrangement is approved at the shareholders' meeting or is sanctioned by the Court (as determined by the Committee in its absolute discretion);

(d) if the Relevant Event falls within rule 8.1(d), the date on which notice of the resolution for winding up is given;

Relevant Event shall have the meaning given to that term in rule 8.1;

Salary means an Eligible Employee's annual gross basic salary in respect of his employment with the Group on the Date of Grant of an Award excluding any other benefits or amounts (or if it is expressed in a currency other than sterling, its sterling equivalent calculated on such basis as the Committee may in its discretion determine);

Shares means fully paid ordinary shares in the capital of the Company or where appropriate the ADRs representing such shares and shares or ADRs representing those shares or ADRs following any reorganisation of the share capital of the Company;

Subsidiary means any subsidiary of the Company within the meaning of section 1159 of, and Schedule 6 to the Companies Act 2006 over which the Company has Control;

Tax Liability means any amount of tax or social security contributions for which a Participant would or may be liable and for which a member of the Group or former member of the Group would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant tax authority;

Termination Date means the date on which a Participant ceases to be an employee of a member of the Group and, for the avoidance of doubt, where the employee dies, shall be taken to mean the date of death;

Transition Award means an Award granted in the period of 42 days commencing on Admission;

Trustee means the trustee or trustees of any employee benefit trust established by the Company or any member of the Group;

Vest means (i) in the case of an Award granted in the form of an Option, when the Option becomes exercisable, or (ii) in the case of an Award granted in the form of a Forfeitable Share Award, when the Forfeitable Shares cease to be subject to forfeiture, or (iii) in the case of an Award granted in the form of a Conditional Award, when the Participant becomes entitled to have the Shares which are the subject of the Conditional Award transferred to him, or (iv) in the case of an Award granted in the form of a Phantom Award, a Participant becoming entitled to call for a cash sum in accordance with rule 10.10, and Vesting and Vested shall be construed accordingly;

Vesting Date means the date on which an Award (or part thereof) Vests;

Vesting Period means the period from the Date of Grant to the Vesting Date; and

Vested Shares means those Shares, Notional Shares or Forfeitable Shares in respect of which an Award has Vested.

1.2 Where the context permits the singular shall include the plural and vice versa and the masculine shall include the feminine.

1.3 References to any act or statutory instrument shall include any modification, amendment or re-enactment thereof.

2. Grant of Awards

2.1 Subject to the provisions contained in these rules, the Committee may, during a Grant Period, grant Awards to Eligible Employees selected for participation by the Committee in its discretion on such terms as it shall in its absolute discretion determine. No consideration shall be payable for the grant of an Award. When the Committee grants an Award, it shall decide whether the Award will take the form of an Option, a Forfeitable Share Award, a Conditional Award or a Phantom Award. An Eligible Employee may be granted any form of Award or any combination of Awards.

2.2 Individual Limit. The maximum total Market Value of Shares over which Awards, other than Transition Awards, may be granted to any Eligible Employee (whether an executive director or not) during any Financial Year of the Company shall not exceed any maximum limit set out for executive directors in the Company's prevailing directors' remuneration policy. For the purposes of determining whether this limit has been reached, any Shares under Awards granted in the form of Market Value Options shall be deemed to have a Market Value equal to 50% of the Market Value of a Share. Transition Awards may be granted over Shares with a maximum Market Value of 375 per cent. of an Eligible Employee's Salary.

2.3 Method of satisfying Awards. An Award, other than a Phantom Award, may be satisfied by the issue of Shares, the transfer of Shares from treasury, or by the transfer of Shares purchased on the market including from an employee benefit trust.

2.4 Scheme Limit. Subject to rule 2.7, no Award shall be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the Vesting or, in the case of Options, exercise of that Award and any other Award granted at the same time, when added to the number of Shares that:

(a) could be issued on the vesting of any subsisting share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other Employees' Share Scheme established by the Company; and

(b) have been issued on the vesting of any share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other Employees' Share Scheme established by the Company,

would exceed 10 per cent. of the ordinary share capital of the Company for the time being in issue.

2.5 Subject to rule 2.7, no Award shall be granted under the Plan to the extent that the result of that grant would be that the aggregate number of Shares that could be issued on the Vesting or, in the case of Options, exercise of that Award and any other Award granted at the same time, when added to the number of Shares that:

(a) could be issued on the vesting of any subsisting share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other discretionary share scheme established by the Company; and

(b) have been issued on the vesting of any share awards or the exercise of any options granted during the preceding ten years under (i) the Plan and (ii) any other discretionary share scheme established by the Company,

would exceed 5 per cent. of the ordinary share capital of the Company for the time being in issue.

2.6 Reference in this rule 2 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares. The delivery of Shares from treasury shall also count towards the percentage limits set out in rules 2.4 and 2.5 above for so long as institutional shareholder guidelines recommend this.

2.7 In determining the limits under rules 2.4 and 2.5, no account shall be taken of any Shares attributable:

(a) to any option, award or other form of employee incentive granted by any member of the Group prior to Admission; or

(b) to an Award which was released, lapsed or otherwise became incapable of Vesting.

2.8 Award Certificate. The Committee may, in its absolute discretion, enter into a deed poll recording its intention to grant Awards and agreeing to be bound by the Award Certificates issued pursuant to this rule 2.8. As soon as reasonably practicable following the Date of Grant, the Committee shall procure the issue (either in hard copy or online) of an Award Certificate in respect of the Award and send it to the Participant. If the Committee has not entered into a deed poll prior to the granting of the Awards, the Committee shall procure that the Award Certificates are issued under the seal of the Company or otherwise to take effect as a deed. An Award Certificate shall state:

(a) the name of the Eligible Employee receiving the Award;

(b) whether the Award will take the form of an Option, a Forfeitable Share Award, a Conditional Award or a Phantom Award;

(d) the Date of Grant of the Award;

(e) whether an Award will be granted in respect of Shares or ADRs;

(f) the number of Shares or Forfeitable Shares or ADRs (or, in the case of an Award granted in the form of a Phantom Award, Notional Shares) comprised in the Award;

(g) the exercise price payable by the Participant on exercise of the Award (if any);

(h) the Vesting Date or Dates which shall not be later than the tenth anniversary of the Date of Grant and, save as provided for in these rules or in respect of any Transition Awards, shall not be earlier than the third anniversary of the Date of Grant;

(i) if more than one Vesting Date is specified, the number or proportion of the Shares comprised in an Award which will ordinarily Vest on each of the specified Vesting Dates;

(j) the Performance Condition applicable to the Award (if any);

(k) whether Dividend Equivalents should be paid in respect of an Award;

(l) whether the Participant has an obligation to enter into an agreement, election or arrangement including, without limitation, pursuant to rule 10.14;

(m) details of the Holding Period (if any) that shall apply to the Award; and

(n) details of the clawback and malus terms (if any) that apply to an Award.

The Committee may require a Participant to sign and return within a specified period a copy of the Award Certificate or other document acknowledging his agreement to be bound by the terms of the Plan and may determine that a Participant's failure to do so within the specified period shall cause the Award to lapse and shall be treated as if it had never been granted.

Subject thereto, an Award Certificate shall be in such form as the Committee may determine from time to time.

2.9 Duration of Plan. An Award may not be granted:

(a) earlier than the Adoption Date; nor

(b) later than the tenth anniversary of the Adoption Date.

2.10 Non-transferability and bankruptcy. An Award shall be personal to a Participant and shall not (except to the extent necessary to enable a Legal Representative to realise the Award following the death of a Participant) be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Participant purports to transfer, charge or otherwise alienate the Award or if he is declared bankrupt.

2.11 Right to Renounce Awards. A Participant may, by notice in writing to the Company within 30 days after the Date of Grant, renounce (in whole but not in part) his rights under the Award. In such a case, the Award shall to that extent be treated, for the purpose of the Plan, as never having been granted. No consideration shall be due for any such renunciation.

2.12 Approvals and consents. The grant of an Award shall be subject to obtaining any approval or consent required under the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other regulation or enactment related to the grant of Awards to Eligible Employees in the jurisdictions in which they are resident.

2.13 Overseas Countries. The Committee may adopt Appendices setting out specific requirements or terms in relation to Awards granted to Eligible Employees in particular countries if that is necessary or desirable to take account of local tax, exchange control or securities laws in such countries.

3. Performance Condition

3.1 Awards granted to Eligible Employees who are not executive directors of the Company may be granted without Performance Conditions. In respect of Awards, other than Transition Awards, granted to executive directors of the Company, the Committee shall impose Performance Conditions which must be satisfied in order for an Award to Vest. For the avoidance of doubt, Transition Awards may be granted to any Eligible Employee without Performance Conditions.

3.2 The Committee may vary the Performance Conditions applying to existing Awards if an event occurs or there are circumstances (for example, an acquisition or disposal of a business or a significant part of a business) such that the condition is no longer a fair measure of performance provided that, in the reasonable opinion of the Committee, the new condition is not materially more or less challenging than the original condition would have been but for the event or circumstances in question.

3.3 The Committee shall, as soon as reasonably practicable, notify a Participant of any substitution or variation of the Performance Conditions.

4. Awards which take the form of a Forfeitable Share Award

4.1 If an Award takes the form of a Forfeitable Share Award, the Forfeitable Shares subject to the Award shall, except to the extent that the Award has Vested, be subject to such restrictions on the transfer, assignment, sale, pledge, charge or other disposal of the Forfeitable Shares during the Vesting Period as the Committee may prescribe and an Eligible Employee may be required to enter into an irrevocable agreement with the Company and, if necessary, the Eligible Employee's Employer, in such form as the Committee may prescribe which may include an agreement by the Eligible Employee:

(a) not to transfer, assign, sell, pledge, charge or otherwise dispose of any Forfeitable Shares subject to the Award except to the extent that the Award has Vested; and

(b) to transfer (or procure the transfer) to or to the order of the Company, for a total of one penny (or the equivalent in a Participant's local currency), all the Forfeitable Shares in respect of which the Award does not Vest.

4.2 If the Eligible Employee does not enter into any required agreement either before the Date of Grant or within such period after the Date of Grant as the Committee may specify, the Award shall not be granted or if it has been granted, such grant shall be ineffective.

4.3 On or before the Date of Grant for an Award which takes the form of a Forfeitable Share Award, the Company shall transfer or procure the transfer to the Participant or his nominee or such other person as the Committee may determine the number of Forfeitable Shares which are subject to the Award.

4.4 To the extent that an Award which takes the form of a Forfeitable Share Award Vests, any restrictions referred to in rule 4.1 shall cease to have effect in relation to the Shares subject to that Award.

4.5 Notwithstanding that the Award has not Vested, a Participant shall be entitled to receive any dividends paid on Forfeitable Shares in the period between the Date of Grant and the Vesting Date.

5. Vesting of Awards and Holding Periods

5.1 Timing of Vesting. Subject to rules 6, 8, 9, and the satisfaction of any Performance Condition, an Award (or part thereof) shall Vest on the Vesting Date.

5.2 Holding Period. A Participant shall take such steps as the Committee may reasonably require to satisfy the Committee as to the Participant's observance of any Holding Period to which the Participant is subject. For the avoidance of doubt, in circumstances where Participants are offered and accept a replacement award in accordance with Rule 9, the new award (as defined in rule 9.1) shall be subject to any such Holding Period at such time as it Vests.

6. Leavers

6.1 Good Leavers. Where a Participant ceases to be an Eligible Employee at any time before or after the Vesting Date applicable to his Award by reason of:

(a) death, injury, disability or ill-health (evidenced to the satisfaction of the Committee); or

(b) any other reason at the discretion of the Committee,

his Award shall continue, and will Vest (to the extent not already Vested) on the original Vesting Date in accordance with rule 6.2, save that the Committee may determine that an Award shall instead Vest on the Termination Date in accordance with rule 6.3.

6.2 Vesting on the original Vesting Date. Where, by reason of rule 6.1, an Award Vests in accordance with this rule 6.2, the number of Vested Shares shall be determined by the Committee by reference to:

(a) the application of any Performance Condition at the original Vesting Date; and

(b) multiplying the resulting number of Shares, Notional Shares or Forfeitable Shares by the fraction A/B (where A is the number of complete months from the Date of Grant to the Termination Date and which shall not be greater than the total number of months in the Vesting Period and B is 36 or such other number as is equal to the number of months in the Vesting Period), save that the Committee may, in its absolute discretion, disapply in whole or in part the application of the time pro-rating fraction,

and any part of any unvested Award which does not vest in accordance with this rule 6.2 shall lapse on the original Vesting Date.

6.3 Immediate Vesting. Where the Committee determines, by reason of rule 6.1, that an Award shall Vest on the Termination Date in accordance with this rule 6.3 the number of Vested Shares shall be determined by the Committee in its absolute discretion by reference to:

(a) the application of any Performance Condition at the Termination Date, or at such other date (whether later or earlier) within a period of one month of the Termination Date on which data is available in the ordinary course to allow the testing of Performance Conditions; and

(b) multiplying the resulting number of Shares, Notional Shares or Forfeitable Shares by the fraction A/B (where A is the number of complete months from the Date of Grant until the Termination Date and which shall not be greater than the total number of months in the Vesting Period and B is 36 or equal to such other number of months in the original Vesting Period), save that in any particular case, the Committee may, in its absolute discretion, disapply in whole or in part the application of the time pro-rating fraction,

and any part of any unvested Award which does not vest in accordance with this rule 6.3 shall lapse on the Termination Date.

6.4 If a Participant ceases employment in any circumstances other than those described at rule 6.1, his unvested Awards shall lapse automatically on the Termination Date.

6.5 Bad Leavers. Where a Participant ceases to be an Eligible Employee at any time after the Vesting Date applicable to his Award by reason of:

(a) resignation; or

(b) Dismissal for Cause,

his Award whether Vested or not shall lapse on the Termination Date unless in exceptional circumstances the Committee determines otherwise in its absolute discretion.

6.6 Meaning of ceasing employment. For the purposes of this rule 6, a Participant shall not be treated as ceasing to be an Eligible Employee until he ceases to be employed by or hold office with the Company or any member of the Group. The reason for the termination of employment of a Participant shall be determined by reference to rule 6.1 regardless of whether such termination was lawful or unlawful (and howsoever caused).

6.7 Danish Participants - Phantom Awards and Forfeitable Share Awards. Rules 6.1 to 6.6 shall not apply to Phantom Awards and Forfeitable Share Awards awarded to Danish Participants to whom the Danish Salaried Employees Act applies. For the avoidance of doubt, a Danish Participant who is a managing director ("administrerende direktør") is not covered by the Danish Salaried Employees Act and therefore rules 6.7 to 6.9 shall not apply to such Danish Participants.

6.8 Where a Danish Participant ceases to be a director or employee of the Group and the Danish Participant has been Awarded Phantom Awards the Danish Participant shall upon Vesting be entitled to a proportionate part of any cash sum received in accordance with rule 10.10, corresponding to the period that has passed from the Date of Grant until the Danish Participant ceases to be a director or employee of the Group compared to the Vesting Period.

6.9 Where a Danish Participant ceases to be a director or employee of the Group and the Danish Participant has been awarded Forfeitable Share Awards the Danish Participant shall (irrespective of any agreement to transfer (or procure the transfer of) all the Forfeitable Shares in respect of which the Award does not Vest as set out in rule 4.1(b)) be entitled to keep a proportionate part of the Forfeitable Shares corresponding to the period that has passed from the Date of Grant until the Danish Participant ceases to be a director or employee of the Group compared to the Vesting Period. The proportionate part of the Forfeitable Shares shall Vest on the relevant Vesting Date subject to the meeting of the Performance Conditions and cease to be subject to all restrictions and any agreement applying to the Forfeitable Shares shall cease to have effect as set out in rule 10.9.

7. Malus and Clawback

7.1 Where a Participant is an executive director of the Company or if the Committee so determines that this rule 7 shall apply to a Participant, and notwithstanding any other rule of the Plan, if one or more of the circumstances set out in rule 7.2 occur, the Committee may, at any time prior to the second anniversary of the Vesting Date, determine (acting fairly and reasonably having taken into account the scale of loss or damage to the Company or the extent of the risk taken by the Company) to take one or more of the following actions in relation to any one or more of such Participants:

(a) reduce (including to nil) the number of Shares, Notional Shares or Forfeitable Shares in respect of which any future Award is granted to a Participant; or

(b) reduce (including to nil) the cash amount payable under an unvested Award held by a Participant or the number of Shares, Notional Shares or Forfeitable Shares under an unvested Award and/or the number of Shares and/or Dividend Equivalents under a Vested but unexercised Option held by a Participant, by such amount and/or such number as the Committee considers appropriate in the circumstances; or

(c) in relation to a Vested Award, require a Participant to pay to the Company or such other person as the Company may direct within 30 days of a written demand from the Company such number of Shares or such monetary amount with a value to be determined in the Committee's absolute discretion provided such value on the date of demand is no greater than the value of the Vested Shares and Dividend Equivalents under Award at the Vesting Date, less any amount paid by or in respect of the Participant in respect of a Tax Liability incurred as a result of the Vesting of the relevant Award (except to the extent the Participant is able to recover amounts paid in respect of such Tax Liability).

7.2 The circumstances in which the Committee may consider that it is appropriate to exercise its discretion under rule 7.1 are the following:

(a) a material financial misstatement of the Company's audited financial accounts (other than as a result of a change in accounting practice);

(b) the negligence or gross misconduct of a Participant; or

7.3 If the Committee decides to exercise its discretion under this rule 7, it shall confirm this in writing to each affected Participant.

7.4 For the purposes of these rules, if the Committee decides to exercise its discretion under Rule 7.1(b) before an Award Vests:

(a) the Award shall be deemed to have been granted over the reduced number of Shares, Notional Shares or Forfeitable Shares (as the case may be); and

(b) any subsequent Vesting of the Award shall be determined by reference to this reduced number of Shares, Notional Shares or Forfeitable Shares,

save that if the number of Shares, Notional Shares or Forfeitable Shares is reduced to nil, the Award shall be treated as if it had never been granted and such Participant (including a Participant who has left employment before the Vesting Date) shall have no rights to any cash amount, Dividend Equivalents, Shares, Notional Shares or Forfeitable Shares.

7.5 Each Participant shall be deemed to undertake, as a condition of participation in the Plan, to be bound by this rule 7 and shall, if necessary to enforce the terms of this rule 7 enter into any agreement, election or arrangement which the Committee may consider appropriate.

8. Take-over and Liquidation

8.1 This rule 8 applies if:

(a) any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making:

(i) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied, the person making the offer will have Control of the Company; or

(ii) a general offer to acquire all of the Shares;

(b) any person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006;

(c) any person becomes bound or entitled to acquire Shares in the Company under sections 979 to 989 of the Companies Act 2006; or

(d) notice is given of a resolution for the voluntary or compulsory winding-up of the Company,

(each a Relevant Event).

8.2 Where this rule 8 applies and subject to rules 8.3, 8.4 and 9 below, all outstanding Awards will automatically Vest and, in the case of an Award granted in the form of an Option shall be automatically exercised on the Relevant Date provided that any exercise price payable by the Participant on exercise is equal to or less than the relevant offer price or consideration (as determined by the Committee). Where this rule 8 applies, and subject to rules 8.3, 8.4 and 9 below, any outstanding Awards granted in the form of Options that are not exercised on the Relevant Date shall lapse automatically.

8.3 Proportion of Award that Vests. The number of Shares in respect of which the Award Vests shall be determined by the Committee by reference to:

(a) the application of any Performance Condition at the Relevant Date; and

(b) multiplying the resulting number of Shares, Notional Shares or Forfeitable Shares by the fraction A/B (where A is the number of complete months from the Date of Grant until the Relevant Event and which shall not be greater than the total number of months in the Vesting Period and B is 36 or equal to such other number of months in the original Vesting Period), save that in any particular case, the Committee may, in its absolute discretion, disapply, in whole or in part, the application of the time pro-rating fraction.

8.4 Without prejudice to the operation of rule 9, Awards shall not Vest or be exercised without the consent of the Committee under the foregoing provisions of this rule 8 if the purpose and effect of the Relevant Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Relevant Event. Unless the Committee determines otherwise in its absolute discretion, an Award will in such circumstances be exchanged for an equivalent award in accordance with rule 9 below below and notice of a replacement award shall be issued to each affected Participant accordingly.

9. Rollover of Awards

9.1 If any other business entity (the acquiring company):

(a) obtains Control of the Company as a result of making:

(i) a general offer to acquire the whole of the issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the acquiring company will have Control of the Company; or

(ii) a general offer to acquire all the Shares; or

(b) proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006; or

and the acquiring company notifies Participants of an offer of a replacement award, then, on the Relevant Date, for any Award which has not lapsed (the old award) a Participant may elect to release and accept in consideration of that release an award (the new award) which (in the opinion of the Committee) is equivalent to the old award but relates to shares in a different company (whether the acquiring company itself or another company) (the new grantor).

9.2 The provisions of the Plan shall be construed as if:

(a) the new award were an award granted under the Plan at the same time as the old award;

(b) references to the Company in the rules were references to the new grantor;

(c) references to the Committee in the rules were references to the board of directors of the new grantor or any duly authorised committee thereof;

(d) references to Shares were references to shares in the new grantor; and

(e) the Vesting Date in relation to the new award was the same as that in relation to the old award.

9.3 The Committee may make such adjustments to the Performance Condition applicable to the new award as it, in its absolute discretion, considers appropriate.

9.4 Subject to rule 8.4, if notice is given by an acquiring company under rule 9.1 and a Participant does not elect to release an old award and accept in consideration for that release a new award, the old award will vest and be exercised in accordance with rule 8.2.

10. Consequences of Vesting

10.1 Options. On the Vesting of an Award which takes the form of an Option the Participant may, subject to any shorter period imposed pursuant to the Plan or the Award Certificate, exercise the Option over some or all of the Vested Shares during the period to the tenth anniversary of the Date of Grant.

10.2 If the Award has Vested due to a Participant's death or if the Participant dies during the exercise period specified in rule 10.1 above, the Award may be exercised by the Legal Representative during the period of 12 months following the date of death.

10.3 If the Award has Vested in accordance with rule 6.1 (Good Leavers), the Award may be exercised during the period of 6 months following the applicable Vesting Date. If a Participant ceases to be an Eligible Employee in the circumstances described in rule 6.1 during the exercise period in respect of an Award specified in rule 10.1 above, the Award may be exercised during the 6 months following the Termination Date.

10.4 If a Participant ceases employment in any circumstances other than those described at rule 6.1, his Awards may be exercised in respect of Vested Shares which do not lapse pursuant to rule 6.5 during the period of three months following the Termination Date.

10.5 If, during the period in which an Option may otherwise be exercised under these rules, the Participant is subject to any dealing restrictions under the Market Abuse Regulation or any relevant share dealing code of the Company, the applicable period shall be suspended until such later date as those dealing restrictions lift provided that no Option may be exercised more than 10 years after its Date of Grant. Subject to rules 10.11, 10.12, 10.15 and any arrangements to give effect to the Holding Period in accordance with rule 5.2, the Company shall procure the issue or transfer of the Vested Shares to the Participant (or his nominee) as soon as reasonably practicable after the exercise date and in any event not later than 90 days thereafter.

10.6 If a Participant has not exercised his Option before the end of the relevant period mentioned in rules 10.1 to 10.4, the following provisions shall apply:

(a) if the exercise price payable by the Participant is nil, the Option shall be deemed to have been exercised on the last day of the relevant period; or

(b) subject to (a) above, the Option shall be settled by the Committee making a payment of (or procuring the payment of) a cash sum to the Participant equal to any Option Exercise Value, subject to such deductions for any Tax Liability required by applicable law. The Committee may in its discretion pay or procure the payment of any cash sum in sterling or the equivalent in a Participant's local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine).

10.7 The Participant may exercise a Vested Option by written notice to the Company in such form as the Committee may prescribe.

10.8 Conditional Awards. On the Vesting of an Award which takes the form of a Conditional Award a Participant need take no action and the Company shall, subject to rules 10.11, 10.12, 10.15 and any arrangements to give effect to the Holding Period in accordance with rule 5.2, procure the issue or transfer of the Vested Shares to the Participant (or his nominee) as soon as reasonably practicable after the Vesting Date and in any event no later than 90 days thereafter. If the Award has Vested due to a Participant's death or if the Participant dies during the 90 day period the Shares shall be issued or transferred to the Legal Representative as soon as reasonably practicable after the date of death.

10.9 Forfeitable Share Awards. On the Vesting of an Award which takes the form of a Forfeitable Share Award the Shares shall cease to be subject to all restrictions and any agreement applying to the Forfeitable Shares shall cease to have effect. For the avoidance of doubt, the Participant shall be required to comply with arrangements in respect of such Shares to give effect to the Holding Period in accordance with rule 5.2.

10.10 Phantom Awards. On the Vesting of an Award which takes the form of a Phantom Award, the Committee shall pay, or procure the payment of, a cash sum to the Participant equal to the Final Value of the Vested Notional Shares to which the Phantom Award relates subject to such deductions for any Tax Liability as are required by applicable law. The Committee may in its discretion pay or procure payment of the cash sum in sterling or the equivalent in a Participant's local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine). The cash sum will be paid as soon as reasonably practicable following the Vesting Date.

10.11 Restrictions on Vesting. An Award shall not Vest unless and until the issue or transfer of Shares (if relevant) after such Vesting would be lawful in all relevant jurisdictions and in compliance with the Market Abuse Regulation, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant regulation or enactment related to the Vesting of an Award in the jurisdictions in which the relevant Participant is resident for tax purposes.

10.12 Dividend Equivalents. Where the Committee has at the Date of Grant determined that Dividend Equivalents shall be paid,within the period of 90 daysfollowing the Vesting Date or, in the case of an Award granted in the form of an Option, within the period of 90 days following the date of exercise of such Option, the Company shall either:

(a) pay the Participant a cash sum, or

(b) issue or transfer Shares to the Participant,

in either case having a value equal to the sum of the dividends that the Participant would have received had the Participant held Vested Shares throughout the period between the Date of Grant and the Vesting Date. An amount equivalent to the Tax Liability may be deducted from such payment or delivery of Shares. This rule shall not apply in respect of any super dividend, dividend in specie or other distribution paid by the Company (each being a Distribution) which would otherwise materially affect the value of an Award and for which an Award is adjusted pursuant to rule 12. For the purpose of this rule 10.12 and rule 12, a Distribution shall not materially affect the value of an Award if the Company undertakes a share consolidation in conjunction with the Distribution that has the effect that the Market Value of a Share before and after the Distribution is substantially equivalent.

10.13 Payment of Tax Liability. Any liability of a Participant to taxation or social security contributions shall be for the account of the relevant Participant and the issue or transfer of Vested Shares subject to a Participant's Vested Award shall be conditional upon the Participant having discharged the amount required to satisfy the Tax Liability which arises on Vesting or exercise to the satisfaction of the Company, or otherwise having complied with any arrangements specified by the Company to secure that such Tax Liability is satisfied including irrevocably authorising the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting or exercise (as applicable) of his Award on his behalf to ensure that any relevant member of the Group or former member of the Group receives the amount required to discharge the Tax Liability which arises as a result of the Vesting or exercise of his Award and by participating in the Plan a Participant is deemed to have given such authorisation.

10.14 Elections. A Participant shall enter into any agreement, election or arrangement which the Committee may consider appropriate within such period as may be specified by the Committee, in relation to or in connection with any liability to income tax or social security contributions (including, if permitted under local law, any employer's social security contributions) in respect of the Participant's Award or the Shares subject to his Award. For example, but without limitation, the Committee may require Participants who are resident in the UK for tax purposes to enter into an agreement or election pursuant to paragraphs 3A or 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992 or a joint election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 by the fourteenth day following the acquisition of any Shares by the Participant.

10.15 Cash settlement. If for any reason the Committee considers that it is impractical or legally onerous to deliver Shares in satisfaction of a Vested Award, it may instead pay or procure the payment to the Participant of a cash sum equal to the Final Value of the Vested Shares, subject to such deductions for any Tax Liability required by applicable law (and, in the case of a Market Value Option, less the total exercise price payable on exercise of such Market Value Option). The Committee may in its discretion pay or procure the payment of any cash sum in sterling or the equivalent in a Participant's local currency (converted on the basis of such exchange rate as the Committee may in its discretion determine).

11. Relationship of Plan to contract of employment

11.1 The rights and obligations of a Participant under the terms and conditions of employment shall not be affected by his participation in the Plan or any right he may have to participate in the Plan. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the termination of his employment with any member of the Group (or former member of the Group if applicable) for any reason whatsoever (whether lawfully or unlawfully) insofar as those rights arise, or may arise from his ceasing to have rights under or be entitled to exercise any Award under the Plan, as a result of such termination or from the loss or diminution in value of such rights or entitlements. In the event of any conflict between the terms of this rule 11 and the Participant's terms of employment, this rule shall take precedence.

11.2 Notwithstanding any other provision of the Plan:

(a) the Plan shall not form part of any contract of employment between the Company or any Subsidiary and a Participant;

(b) no Eligible Employee has any right to be granted an Award and the fact that an Eligible Employee may have participated in the Plan and/or been granted an Award under the Plan shall not entitle any Eligible Employee to future participation or grants;

(c) the benefit to a Participant of participation in the Plan (including, in particular but not by way of limitation, any Awards held by him) shall not form any part of his contractual remuneration or benefits or count as his contractual remuneration or benefits for any purpose and shall not be pensionable;

(d) nothing in the Plan shall in any way be construed as imposing upon any member of the Group a contractual obligation as between the member of the Group and a Participant to contribute to the Plan; and

(e) by accepting the grant of an Award and not renouncing it a Participant is deemed to have agreed to the provisions of the Plan and in particular, this rule 11.2.

12. Adjustment of Awards

12.1 In the event of any Capital Reorganisation (or the implementation by the Company of a demerger or payment of a super dividend, dividend in specie or other distribution paid by the Company which would otherwise materially affect the value of an Award), the price payable by a Participant on Vesting (or exercise of an Option) (if any), the description of Shares, Notional Shares or Forfeitable Shares and the number of Shares, Notional Shares or Forfeitable Shares comprised in an Award may be adjusted in such manner as the Committee may determine. Any adjustment to Awards made pursuant to this rule 12 shall be notified to the relevant Participant.

13. Administration and Amendment

13.1 Committee responsible for administration. The decision of the Committee shall be final and binding in all matters relating to the Plan and it may at any time discontinue the grant of further Awards or amend any of the provisions of the Plan in any way it thinks fit, provided that:

(a) except as herein provided, the Committee shall not make any amendment that would materially prejudice the interests of existing Participants in any jurisdiction in which the Plan operates except with the prior consent or sanction of Participants in that jurisdiction who, if their Awards Vested in full, would thereby become entitled to a majority of all the Shares which would fall to be transferred upon satisfaction of all outstanding Awards in that jurisdiction;

(b) without prejudice to any provision of the Plan which provides for the lapse of an Award, the Committee may not cancel an Award unless the Participant agrees in writing to such cancellation; and

(i) the definition of Eligible Employeein rule 1.1;

(ii) the limitations on the numbers of Shares subject to the Plan;

(iii) the maximum entitlement of an Eligible Employeeunder the Plan;

(iv) the basis for determining an Eligible Employee's entitlement to Shares under the Plan;

(v) the terms of Shares to be provided under the Plan;

(vi) the adjustment provisions of rule 12 of the Plan;

without the prior approval of the Company in general meeting except in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees and/or Participants or any member of the Group.

14. Data Protection

14.1 It is a term and condition of participation in the Plan that Participants acknowledge, agree and consent:

(a) that for the purposes of the administration of the Plan including the grant, holding or Vesting of Awards and the holding or sale of Shares acquired from the Vesting of Awards, information relating to the Participants (including personal data and sensitive personal data, each as defined in the Data Protection Act 1998) will be passed and processed between their employing companies, the Company and other members of the Group and any third parties engaged by them (such as companies who provide products or services to members of the Group, regulatory authorities, potential purchasers of the Company or the business in which a Participant is employed) to the extent required for the administration or operation of the Plan and to the extent permitted by applicable law; and

(b) to the transfer of any such information to the Company and other members of the Group and any third parties engaged by them outside the European Economic Area even where the country or territory in question does not maintain equivalent data protection standards to those enforced by the country in which the Participant's employing company resides.

14.2 Participants shall be provided with all appropriate information regarding the processing of information and their rights in respect of such processing as is required under applicable law, and Participant information shall be processed in accordance with applicable law. By participating in the Plan, a Participant shall be deemed to have acknowledged and accepted this rule 14.

15. General

15.1 Any member of the Group may provide money to the Trustee or any other person to enable them or him to acquire (and to subscribe for) Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent not prohibited by applicable law.

15.2 The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company's capital structure, or any merger or consolidation of the Company, or any issue of shares, bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

15.3 Any notice or other document required to be given under or in connection with the Plan may be delivered to a Participant or sent by post to him at his home address according to the records of his Employer or such other address as may appear to the Company to be appropriate or may be sent to a Participant by e-mail or through an online share plans portal. Notices sent by post or online shall be deemed to have been given on the day following the date of posting or sending. Any notice or other document require to be given to the Company under or in connection with the Plan may be delivered or sent by post to it at its registered office at 3 Forbury Place, 23 Forbury Road, Reading, United Kingdom, RG1 3JH (or such other place or places as the Committee may from time to time determine and notify to Participants).

15.4 The Company, or where the Committee so directs any Subsidiary, shall pay the appropriate stamp duty on behalf of the Participants in respect of any issue or transfer of Shares on the Vesting or exercise of the Awards.

15.5 Benefits under this Plan shall not be pensionable.

15.6 These rules and any contractual and non-contractual obligations arising from them shall be governed by, and construed in accordance with, the laws of England. Neither the Plan nor any Award Certificate shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Award Certificate to be drafted.

15.7 Unless specifically stated otherwise, each Participant, the Company and any other member of the Group submits to the exclusive jurisdiction of the English courts in relation to all disputes arising out of or in connection with the Plan. By accepting the grant of an Award and not renouncing it, Participants are deemed to have agreed to submit to such jurisdiction.

Appendix A RULES of THE CONVATEC GROUP PLC LONG TERM INCENTIVE PLAN 2016 - ELIGIBLE US EMPLOYEES

Pursuant to a resolution of the Board (as defined below) on 25 October 2016 and an ordinary resolution on 25 October 2016 of the shareholders of the Company (as defined below), the Rules of the ConvaTec Group Plc Long Term Incentive Plan 2016 (the Plan) and this Appendix A were approved. This Appendix A sets forth the modifications of the Plan as applicable to Eligible US Employees (as defined below). The terms of this Appendix A shall apply automatically to an Eligible US Employee to the extent he is granted an Award under the Plan. If an Eligible Employee becomes an Eligible US Employee following the Date of Grant, his Award shall be governed by this Appendix A. If there is a conflict between the terms of the Plan, the terms of the Award Certificate and the terms of this Appendix A as applied to an Eligible US Employee, the provisions of this Appendix A shall govern.

16. Definitions

16.1 In this Appendix A, unless the context otherwise requires, the following words and expressions shall have the following meanings, namely:

Admission means the date the Company is admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities;

Adoption Date means 25 October 2016;

Award Certificate means the certificate or any other document issued in respect of the grant of an Award under rule 2.8;

Board means the board of directors of the Company;

California Participant means a Participant who is a resident of the State of California;

California Securities Law means, collectively, Section 25102(o) of the California Corporate Securities Law of 1968, as amended, and the regulations issued thereunder by the California Commissioner of Corporations, including Section 260.140.42 relating to compensatory purchase plans;

Capital Reorganisation means any capitalisation issue, rights issue, sub-division, consolidation or reduction of capital or any other variation of the share capital of the Company;

Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and regulations thereunder. References to any section of the Code shall be to that section as it may be renumbered, amended, supplemented or re-enacted from time to time. For this purpose, "regulation" means a regulation, ruling or other interpretation or guidance, validly promulgated by the U.S. Department of Treasury and in effect at the time in question. Reference to a regulation or section thereof includes that regulation or section and any comparable regulation or section that amends, supplements or supersedes that regulation or section;

Committee means the Remuneration Committee of the Board or some other duly authorised committee of the Board;

the Company means ConvaTec Group Plc (incorporated in England with registered number 10361298);

Control shall have the meaning given to that word by section 995 of the Income Tax Act 2007;

Conditional Award means an Award which takes the form of a contingent right to acquire or receive Shares at no or nominal cost;

the Date of Grant means the date on which the Committee grants an Award;

Dismissal for Cause means dismissal as a result of: (i) a Participant engaging in wilful or gross misconduct in providing services to the Group; (ii) a Participant's wilful and continued failure to perform his or her duties of employment with the Group, which failure is not cured, to the extent susceptible to cure, within 30 days after a member of the Group has given written notice to the Participant describing such failure in reasonable detail; (iii) a Participant's charge for, or conviction of, or plea of guilty (or failure to enter a plea) to a crime of moral turpitude (or equivalent outside of the United States) or dishonesty; (iv) fraud, embezzlement or material misappropriation by a Participant; or (v) any illegal act by a Participant materially detrimental to any Group Company, provided that, if a Participant is subject to an employment agreement with a Group Company from time to time which includes a definition of "cause" then Dismissal for Cause for the purposes of this Appendix A shall have the meaning set out in such employment agreement;

Dividend Equivalents means the payment of a cash sum or delivery of Shares in accordance with rule 10.12;

Eligible US Employee means any employee (or director) of a U.S. Subsidiary or any employee (or executive director) of any other member of the Group who is subject to U.S. federal income tax with respect to an Award;

Employees' Share Scheme has the meaning given by section 1166 of the Companies Act 2006;

Employer means the Company or any Subsidiary that, with the consent of the Company, participates under this Appendix A;

Financial Year means a financial year of the Company within the meaning of section 390 of the Companies Act 2006;

Forfeitable Shares means Shares subject to a Forfeitable Share Award which are subject to restrictions in accordance with rule 4;

Forfeitable Share Award means an award comprising Forfeitable Shares;

Grant Period means the period of 42 days commencing on:

(a) Admission

(b) the day immediately following the day on which the Company makes an announcement of its results for the last preceding Financial Year, half year or other period; or

the Group means the Company and its Subsidiaries from time to time and the expression member of the Group and Group Company shall be construed accordingly;

Legal Representative means the executor or administrator of the estate of a deceased Participant or a duly appointed guardian of a Participant, as evidenced by such legal documentation as determined to be satisfactory by the Committee;