ConvaTec : Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Convatec Group Plc will be held at 3 Forbury Place, 23 Forbury Road, Reading, RG1 3JH. The Meeting will be held as a hybrid meeting and information outlining how shareholders may join the Meeting electronically is detailed on pages 18 and 19 of this Notice. The Meeting will commence at 2.00pm (UK time) on Thursday 18 May 2023 for the following purposes:

To consider and, if thought fit, to pass the following Resolutions, of which Resolutions 1 to 18 will be proposed as ordinary resolutions and Resolutions 19 to 22 will be proposed as special resolutions.

Ordinary Resolutions

1. To receive the Company's Annual Report and Accounts for the financial year ended 31 December 2022, together with the Strategic report, Directors' report and the Independent Auditor's report on those accounts (the "Annual Report and Accounts 2022").
2. To approve the Directors' Remuneration report for the financial year ended 31 December 2022, as set out on pages 144 to 152 of the Annual Report and Accounts 2022.
3. To approve the Remuneration Policy as set out on pages 153 to 161 of the Annual Report and Accounts 2022.
4. To declare a final dividend as recommended by the Directors of 4.330 cents per ordinary share for the year ended 31 December 2022 payable on 25 May 2023 to shareholders on the register at the close of business on 11 April 2023.
5. To re-elect Dr John McAdam as a Director of the Company with effect from the end of the AGM.
6. To re-elect Karim Bitar as a Director of the Company with effect from the end of the AGM.
7. To re-elect Jonny Mason as a Director of the Company with effect from the end of the AGM.
8. To re-elect Margaret Ewing as a Director of the Company with effect from the end of the AGM.
9. To re-elect Brian May as a Director of the Company with effect from the end of the AGM.
10. To re-elect Professor Constantin Coussios as a Director of the Company with effect from the end of the AGM.
11. To re-elect Heather Mason as a Director of the Company with effect from the end of the AGM.
12. To re-elect Kim Lody as a Director of the Company with effect from the end of the AGM.
13. To re-elect Sharon O'Keefe as a Director of the Company with effect from the end of the AGM.

1. To re-elect Sten Scheibye as a Director of the Company with effect from the end of the AGM.
2. To re-appoint Deloitte LLP as auditor to the Company until the conclusion of the next general meeting at which the Company's accounts are to be laid.
3. To authorise the Directors to determine the remuneration of the Company's auditor.
4. That the Company and all companies that are or become its subsidiaries (the "Group"), at any time up to the end of the Annual General Meeting of the Company after the passing of this Resolution (or if earlier, at the close of business on the day which is 15 months after the date on which this Resolution is passed) be generally authorised to:
5. 1. make political donations to political parties and/ or independent election candidates not exceeding £100,000 in total;
   2. make political donations to political organisations other than political parties not exceeding £100,000 in total; and
   3. incur political expenditure not exceeding £100,000 in total,

provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £100,000. For the purposes of this Resolution, the terms "political donation", "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of Companies Act 2006.

18. In accordance with section 551 of Companies Act 2006, to generally and unconditionally authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

1. in accordance with Article 12(a) of the Company's Articles of Association, up to a maximum aggregate nominal amount of £68,129,068 which represents approximately 33.3% of the Company's issued ordinary share capital (excluding treasury shares) as at 17 March 2023; and
2. comprising equity securities (as defined by section 560(1) of the Companies Act 2006) up to a maximum aggregate nominal amount of £136,258,136 which represents approximately 66.6% of the Company's issued ordinary share capital (excluding treasury shares) as at 17 March 2023 in connection with an offer by way of a rights issue:
3. 1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
   2. to people who are holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.

This authority shall, unless renewed, varied or revoked by the Company, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, or, if earlier, at the close of business on the day which is 15 months after the date on which this Resolution is passed, save that prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Special Resolutions

19. That, subject to the passing of Resolution 18, the Directors of the Company be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority given by Resolution 18 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be limited:

1. to the allotment of equity securities in connection with an offer of, or an invitation to apply for, equity securities:
2. 1. to the Company's shareholders in proportion (as nearly as may be practicable) to their existing holding; and
   2. to people who hold other equity securities, if this is required by the rights of those securities, or, if the Directors consider it necessary, as permitted by the rights of those securities,

but in each case subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

1. in the case of authority granted under Resolution 18(a), to the allotment of equity securities for cash (otherwise than pursuant to the authority in Resolution 19(a) above) up to an aggregate nominal amount of £20,438,720.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words "pursuant to the authority given by Resolution 18" were omitted.

The power granted by this Resolution will expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution, or, if earlier, 15 months after the date on which this Resolution is passed, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

This Resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot equity securities as if section 561(1) of the Companies Act 2006 did not apply but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.