Convatec Group PLC

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Pioneering

trusted medical solutions

to improve the lives we touch

Convatec Group Plc

Annual Report and

Accounts 2025

In memory of

Karim Bitar

1965—2025

“Karim led the successful turnaround and

transformation of Convatec. He had strong values,

conviction, and, above all else, an unshakeable

focus on people relying on Convatec products and

services. His impact and legacy at Convatec will be

felt for many years to come and he is sorely missed

by everyone who worked with him.”

Dr John McAdam CBE

Chair

On 27 October 2025, Convatec was deeply saddened to announce the

passing of our former CEO, Karim Bitar, following a medical leave of

absence since 4 August 2025. On behalf of everyone at Convatec, the

Board extends our condolences to Karim’s family, and thanks everyone

who has shared many kind words and tributes – these have been shared

with Karim’s family. Convatec has put in place a series of commemorative

activity to mark Karim’s lasting impact.

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Governance

Strategic report

We are Convatec

We have delivered strong, profitable

growth in 2025

Read more about our performance and mid-teens adjusted EPS

growth in our CEO’s review on pages 9 to 11.

A strategy that continues to deliver

Read more about our FISBE strategy on pages 7, 9 and 10.

Our strongest‑ever innovation pipeline

Read more about our innovation on pages 34 to 37.

Well‑positioned to continue to create

value for all our stakeholders

Pioneering trusted medical solutions

to improve the lives we touch

Convatec is an innovative global medical products and technologies

company, focused on solutions for the management of chronic

conditions. We have leading positions in Advanced Wound Care,

Ostomy Care, Continence Care and Infusion Care.

With over 10,000 colleagues, we provide our products and services

in almost 90 countries, united by our promise to be

forever caring

Our solutions provide a range of clinical and economic benefits, from

infection prevention, treatment for hard to heal wounds, at‑risk skin

and ulcerated tissue to supporting debilitating conditions, improved

patient outcomes and reduced care costs.

Financial highlights

Certain financial measures in this document, including adjusted results above,

are not prepared in accordance with International Financial Reporting Standards

(IFRS). See the Non‑IFRS financial information section on pages 28 to 31.

Help us to reduce our

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investors.

Contents

Strategic report

Convatec at a glance

Megatrends

Investment case

Chair’s statement

Our business model

Chief Executive Officer’s review

Key performance indicators

Operational review

Financial review

Non‑IFRS financial information

Responsible business review

Task Force on Climate‑related

Financial Disclosures

Risk management and

principal risks

Non‑financial and sustainability

information statement

Viability statement

Governance

Chair’s governance statement

Board of Directors

Convatec Executive

Leadership Team

Board activity and actions

Section 172 statement

Board performance review

Nomination Committee report

Audit and Risk Committee report

104

Directors’ Remuneration report

122

Directors’ report

125

Directors’ responsibilities

statement

Financial statements

126

Independent auditor’s report

134

Consolidated financial statements

176

Company financial statements

Additional information

185

Shareholder information

186

Glossary

188

Important information for

readers of this Annual Report

Pioneering

trusted medical solutions

to improve the lives we touch

Convatec Group Plc

Annual Report and

Accounts 2025

Group revenue

$2,439m

(2024: $2,289m)

Adjusted

operating profit

$544m

(2024: $485m)

Reported operating profit

$316m

(2024: $325m)

Adjusted

diluted

earnings per share

17.6¢

(2024: 15.2¢)

Reported diluted

earnings per share

8.6¢

(2024: 9.3¢)

Adjusted

operating

profit margin

22.3%

(2024: 21.2%)

Convatec Annual Report and Accounts 2025

Strategic report

Convatec at a glance

About us

Convatec is deeply committed to the people

we serve – patients living with chronic conditions,

their families and caregivers, and the healthcare

professionals who support them

Our categories

Advanced Wound

Care (AWC)

Advanced dressings for the management of acute and chronic wounds

resulting from ongoing conditions such as diabetes and conditions

resulting from traumatic injury, burns and post‑surgery.

1

in categories representing

>60% of Group revenue

Building momentum as

new product launches

meet customer demand

Target double‑

digit EPS¹ CAGR

5–7%

organic revenue growth

6‑8% from 2027

Mid‑20s%

operating profit margin¹

Double‑digit CAGR in

free cash flow to equity

Recurring revenue

consumable

products

>90%

revenue from chronic care

>1 billion

units sold annually

Winning

culture

Purpose‑led,

performance‑driven

leaders and teams

Top decile

colleague engagement

Capital allocation framework

Four clear priorities to create shareholder value

Invest

and build

Total capex 2020‑25

c.$760m

Total R&D 2020‑25

c.$580m

Return capital

to shareholders

FY25 share buyback

$300m

Target leverage

2.0×

Grow

via M&A

2020‑25 total

M&A of

c.$500m

Grow

dividends

Target dividend

payout rate

35‑45%

Growing in line

with EPS

1. Adjusted.

Convatec Annual Report and Accounts 2025

Strategic report

cents per share and represents an increase

of 13% year on year. If approved at our

Annual General Meeting on 21 May 2026,

the final dividend will be paid on 28 May

2026 to shareholders on the register at

the close of business on 17 April 2026.

The payout ratio of 40% of adjusted

net profit is within the target range

of 35–45%. This progressive dividend

recommendation is consistent with the

approach over the last three years.

Our people, culture and values

In 2025, we strengthened our approach

to how we develop and lead our people,

supported by a refreshed people strategy.

We designed new leadership behaviours

to strengthen our culture, deepen

engagement and build purpose-led,

performance-driven leaders and teams.

We sustained our progress in the diversity

of our senior management and advanced

our race and ethnicity commitments

aligned with the FCA Listing Rules and

the Parker Review. Further details can

be found on pages 38 to 41.

We remain committed to fostering

a culture shaped by our values as we

deliver on our vision of

pioneering

trusted medical solutions to improve

the lives we touch

. In 2025, our

purpose-led, performance-driven

approach was enabled by initiatives that

strengthened leadership capability and

supported sustainable growth in line

with our

forever caring

promise.

Convatec Cares

Our approach to responsible business,

Convatec Cares, continues to guide how

we embed environmental, social and

governance (ESG) practices across the

company and is integrated within our

FISBE strategy. Convatec Cares supports

our ability to accelerate delivery of

sustainable growth and underpins

our long-term success. In 2025, we

reviewed our progress, informed by

stakeholder insights and market practice,

to ensure we remain focused on topics

which are most important to our

business and stakeholders.

A solid platform to accelerate

for growth

I am pleased to report that Convatec

delivered another year of strong results

in 2025, bringing to life the strongest

pipeline of innovative new products

in our almost 50-year history. We have

continued to execute on our FISBE

(Focus, Innovate, Simplify, Build,

Execute) strategy and ensured

consistent delivery of double-digit

adjusted earnings per share (EPS)

and free cash flow to equity growth.

Maintaining strong leadership

Ensuring we have the right talent and

succession planning at all levels in the

business is critical to Convatec’s success.

Following the unexpected events in

H2 2025, the Board acted decisively,

appointing Jonny Mason as CEO and

Fiona Ryder as CFO, after due

consideration and detailed succession

planning. Jonny and Fiona are both

highly experienced leaders who embody

our values and bring the expertise

required to accelerate delivery of

sustainable growth. Further details,

including information on the Board

and Committee’s talent and succession

planning, can be found on page 92.

Strong execution of our strategy

In 2025, the Board played an active role

in shaping and endorsing key strategic

initiatives. We supported the approval,

launch or expansion of a number of new

products across each of our care

categories. In Advanced Wound Care,

innovation includes: ConvaFoam™,

Aquacel™ ConvaFiber™ and ConvaNiox™;

for Ostomy Care: Esteem Body™

continues to perform strongly; in

Continence Care: GentleCath Air™ for

Women is gaining share; and Infusion

Care delivered very strong growth

through new customers and therapies,

notably Neria™ Guard for AbbVie’s

Parkinson’s treatment.

We made significant progress in 2025

on clinical evidence generation and

dissemination, increasing the number

It is impossible to reflect on the past year

without thinking of Karim Bitar and his

leadership of Convatec’s turnaround. Karim

had an unshakeable focus on people relying

on Convatec products, services and

solutions. His legacy at Convatec will be felt

for many years to come, and he is missed by

everyone who worked with him. All Board

members wish to convey their deepest

condolences to Karim’s family and extend

their gratitude to everyone that shared kind

words, tributes and support.

The fact that both our Chief Executive

Officer and Chief Financial Officer

successors were internal appointments

is further testament to Karim’s impact and

the strength of talent Convatec has built

in recent years. On behalf of the Board,

I am grateful to Jonny and Fiona for the

determination they have brought to

their new roles to deliver value for

all our stakeholders.

of active clinical studies, randomised

controlled trials and journal publications.

We increased our operational

resilience with further investments in

infrastructure, automation and capacity

across our manufacturing network

as we respond to growing demand,

whilst maintaining our commitment

to safety and quality.

Looking ahead, the Board will review

and approve the evolution of Convatec’s

strategy, which will be outlined at our

Capital Markets Day on 9 April in London.

2025 trading and dividend

Reported revenue was $2,439m, up

6.5% YoY (up 5.0% on a constant currency

basis). Operating profit was $316m on a

reported basis (2024: $325m) and $544m

on an adjusted basis (2024: $485m).

Our adjusted operating profit margin

increased by 110 basis points to 22.3%

(2024: 21.2%), driven by further

simplification and productivity initiatives

in operations and G&A. We showed

resilience in navigating the effects of

market uncertainty in key geographies

in the year, including in the United States

where we saw $30m lower InnovaMatrix

revenue following the announcement of

now fully withdrawn Local Coverage

Determinations (LCDs). The Centers for

Medicare & Medicaid Services (CMS)

published changes to the biologics sector

reimbursement, effective 1 January 2026,

which we expect to represent a

headwind of approximately 2% of Group

revenue. As a result, we have recognised

an impairment charge of $72m as set out

in the Financial Review on page 24.

Adjusted diluted EPS increased by 16%,

and net debt to EBITDA leverage at

31 December 2025 was 2.0x (2024: 1.8x),

reflecting our $300m share buyback

which was completed in December 2025.

Given our strong financial performance,

robust balance sheet and the Board’s

continuing confidence in future growth

prospects, the Board recommends a final

dividend of 5.367 cents per share. This

results in a full-year dividend of 7.244

Forever caring in action

Chair’s statement

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Governance

Strategic report

The framework is built around four pillars:

–

Delivering for our customers

–

Enabling our people to thrive

–

Behaving ethically and transparently

–

Protecting the planet and supporting

communities

Our Responsible Business review (pages

32 to 53) provides commentary on key

topics and progress, including governance,

metrics and targets, and supports our

commitment to ensure stakeholders have

information on why this is important for

Convatec’s customers, colleagues,

communities and shareholders.

Convatec remains committed to the highest

standards of corporate governance, as set

out on pages 78 to 121 in our Governance

Report which provides detail on our

framework and the Board’s stakeholder

engagement activities.

Closing remarks

The ongoing commitment, hard

work and dedication of our colleagues

remains clear to all Board members,

as our leaders and teams execute

Convatec’s strategy and bring our

vision and

forever

caring

promise to life.

I was pleased that our overall colleague

engagement remained in the top decile

of our industry. Fellow Board member,

Sharon O’Keefe, shares more about

our colleague engagement efforts

on page 90 as the Board’s Workforce

Liaison Champion – a role she has

undertaken since 2022. I’m grateful

to all fellow Board members for their

many contributions.

In closing, I would like to take this

opportunity to thank shareholders

for their support. The Board remains

focused on the continued execution

of our strategy. Convatec has

demonstrated again that it is a very

resilient business, and, despite ongoing

market headwinds covered in this report

by our CEO and CFO on pages 11 and 23,

is well placed to continue to accelerate

forever

caring

through 2026 and beyond.

Dr John McAdam CBE

Chair

23 February 2026

How we realise our vision

OUR VISION

Pioneering

trusted medical solutions

to improve the lives we touch

OUR PROMISE

Forever caring

OUR STRATEGY: FISBE

Focus

on strengthening

customer loyalty

in key markets

Innovate

to increase vitality

of trusted medical

solutions

Simplify

to improve

productivity across

our organisation

Build

and embed

mission-critical

capabilities and

winning culture

Execute

with excellence,

while integrating

environmental, social &

governance practices

OUR VALUES

Our values ensure we all work and act in ways that deliver our

forever caring

promise, every day.

These were shaped by thousands of colleagues in 2020 and we continue to embed them across Convatec.

Improve care

We are passionate

about serving and

supporting people

with deeply personal

and challenging

medical conditions

Deliver results

We consistently

deliver excellent work,

say what we do and

do what we say

Grow together

We help our colleagues

around us grow,

develop and thrive,

so we can all fulfil

our potential

Own it

We take personal

ownership of all our

work: demonstrating

initiative, innovating,

taking smart risks

and never settling

for second best

Do what’s right

We behave ethically

and exemplify the

highest standards of

integrity in every area

of our work to make

a positive difference

OUR ESG FRAMEWORK: CONVATEC CARES

Customers

Delivering for

our customers

Colleagues

Enabling our

people to thrive

Commerce

Behaving ethically

and transparently

Communities

Protecting the planet

and supporting

communities

Convatec Annual Report and Accounts 2025

Strategic report

OUR BUSINESS MODEL

Quality &

operations

Manufacture with

quality and at scale

c.5,000 manufacturing

colleagues across 7 locations

Drive productivity and

increase gross margin

Enhance efficiency

across our supply chain

Sales, marketing

& service

Commercialise globally

Customer support across

the continuum of care

Measure loyalty and learn

OUR EXPERTISE

Deep sector

knowledge

Talented

workforce

Innovation

mindset

Strong quality

brands

Manufacturing

capability and

robust supply

chain

Relationships

with customers

Delivering our

forever caring

promise

Our business model

Convatec is a medical products and

technologies company focused on solutions

for the management of chronic conditions.

We sell over 1 billion products worldwide

annually, helping millions of customers,

including patients, consumers and

healthcare professionals

Research &

development

Identify unmet needs

Usability and human

factor design

Process and solution

development

Clinical development

Regulatory submission

Benefit chronic

care patients and

society

Deliver

double‑digit EPS

& free cash flow

to equity² CAGR

Reinvest for

future growth

Distribute to

shareholders

$103m

investment in 2025

$185m

total capex in FY25, of

which $121m was growth

capex

cNPS

in 20 countries

See page 9 for footnotes.

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Governance

Strategic report

Performance was strong in 2025,

evidenced by 6.4% organic revenue

growth

excluding InnovaMatrix

(4.8% including InnovaMatrix

adjusted operating margin up c.110 bps

to 22.3% and adjusted EPS

up 16.0%

(reported diluted EPS 8.6 cents). Growth

was broad-based across categories,

geographies and products.

In 2025 we sold over 1 billion high-quality

consumable products and are among a

small number of leaders in the categories

in which we operate, and we are market-

leading in categories contributing over

60% of Group revenues. There are

notable synergies across the Convatec

categories in areas such as product and

clinical development, automated

manufacturing, polymer and biomaterial

sciences, adhesive technologies, sales

& marketing and shared mid-and-back-

office processes.

Further growth in operating margin

Adjusted operating margin

increased by

110 bps to 22.3% (22.2% on a constant FX

basis; 13.0% reported). This was despite

a $30m reduction in InnovaMatrix

sales, and c.$6m incremental tariffs YoY.

Margin growth was driven by further

simplification and productivity in

operations and G&A, pricing and

operational leverage.

Our simplification and productivity

initiatives continued to progress well. In

Global Quality & Operations, we further

increased automation in our facilities and

continued to optimise our plant network

for scale and efficiency. In commercial

areas, our Centres of Excellence (CoE)

in Global Marketing & Sales, Pricing

and Market Access & Reimbursement,

positively supported our delivery

across each category.

We delivered further G&A savings by

expanding Convatec Business Services

(CBS) beyond Finance, IT and HR

activities and CBS will continue to expand

in 2026, supported by ongoing adoption

of AI and automation. Adjusted G&A

was

flat YoY at $166m, representing 6.8% of

revenue (2024: 7.2%). Overall adjusted

operating expenses represented 38.4%

of revenue (2024: 39.8%).

Adjusted operating margin has increased

460 bps since 2021, despite high inflation

in 2022/23. We are on track to deliver

our medium-term adjusted operating

margin

target of mid-20s% by 2027.

Overall, our resilient business model is

highly scalable and is well-positioned to

deliver sustainable double-digit annual

growth in adjusted EPS

FISBE strategy: 2025 progress

Our FISBE (Focus, Innovate, Simplify,

Build, Execute) strategy again delivered

strongly in 2025.

Focus

We operate across four chronic care

categories, with high recurring revenue,

across 12 key countries. Revenue growth

was strong across these focus areas,

supported by new product launches

and our deep focus on customers.

Innovate

We invested c.$103m in R&D opex

in 2025. We have the strongest new

product pipeline in our history and

continued to strengthen Technology

& Innovation capabilities. We have

launched eight new products in the

last three years and are extending

these launches across our focus

markets. We are also on track to launch

a further eight in 2026-27. Our Vitality

Index continues to demonstrate high

levels of innovation.

Delivering accelerated,

profitable growth

“Strong delivery drove mid-teens EPS

growth in 2025, and we are upgrading

our medium-term organic revenue

growth targets”

Chief Executive Officer’s review

Consistent with prior years, management present adjustments to the reported figures, to produce more meaningful measures in monitoring the underlying

performance of the business. These are set out in the tables on pages 29 to 31.

2. Certain financial measures in this document, including adjusted results, are not prepared in accordance with International Financial Reporting Standards (IFRS).

All adjusted measures are reconciled to the most directly comparable measure prepared in accordance with IFRS in the Non-IFRS Financial Information (see pages

28 to 31).

Convatec Annual Report and Accounts 2025

Strategic report

Chief Executive Officer’s review

continued

Simplify

Further good progress, evidenced by

c.110 bps increase in adjusted operating

margin. We continued to realise the

benefits of the network optimisation

completed in 2023-24, with more

production capacity at our large Slovakia

site. Ongoing investments in automation

are also driving improved productivity.

Build

Investments in R&D, capex and clinical

knowledge are clear examples of adding

capability to Convatec. This includes our

long-term R&D US and UK R&D

expansion commitment announced in

October. In the period we invested

$121m of growth capex (2024: $59m).

This included a new high-speed line in

Infusion Care (due to be in operation

from 2027), increased capacity for

Esteem Body™ and ConvaFoam™ (both

due in 2026) and further packaging

automation in AWC. Our Marketing &

Sales Centre of Excellence (CoE) launched

a new global patient service platform in

our me+™ programme, which marked its

tenth anniversary. To coincide, Convatec

published a new report revealing that

millions of people feel they need to hide

their health conditions in plain sight.

Execution

Our Strategic Pricing CoE, in collaboration

with categories, supported the delivery of

30 bps improvement in pricing, included

in our gross margin. Our Market Access &

Reimbursement CoE continued to support

our existing brands and new product

pipeline. In clinical evidence, we made

significant progress across all categories,

including in our ongoing InnovaMatrix

Randomised Controlled Trials, on track

to publish in 2026.

We are committed to executing

responsibly to create value. In line

with our goal to achieve net zero by

2045, we reduced Scope 1 and Scope 2

greenhouse gas emissions by 6.9% in

2025. We continued to build an inclusive

culture, achieving a top decile employee

engagement score. In 2025, over

210,000 healthcare professionals

and patients participated in Convatec’s

educational programmes, and we

supported Partners In Health who

reached over 250,000 people

living with chronic conditions in

underserved communities.

Update on US reimbursement

Ostomy & Catheters – proposed

competitive bidding program

As previously reported, on 28 November

2025 Centers for Medicare & Medicaid

Services (CMS) released a final rule

outlining updates for the 2026 Medicare

Home Health payment system and the

Durable Medical Equipment, Prosthetics,

Orthotics, and Supplies (DMEPOS)

Competitive Bidding Program (CBP).

Medicare beneficiaries currently enjoy

access to a wide range of personalised

catheter and ostomy products, plus

significant support and advice. The

proposed rule changes could impact the

choice and supply available to patients and

providers. CMS will follow an extensive

process to implement the changes.

CMS has stated they are seeking 8-10

large, nationwide suppliers in each of

Continence and Ostomy, compared to

several thousand suppliers today. Should

CMS proceed with CBP, we are well-placed

to grow given our leading customer

service and loyalty, attractive segment

positions and differentiated portfolio. We

continue to anticipate a 1-2% reduction in

Group sales in the year of implementation,

which CMS has indicated will be 2028.

Changes to biologics sector

reimbursement

On 31 October 2025, CMS published a

decision outlining their revised payment

rate of $127.28 per sq cm for skin

substitutes with effect from 1 January

2026. This payment rate represented a

significant price reduction for Convatec’s

InnovaMatrix

product, which is a leading

porcine placental-derived extra-cellular

matrix for treatment of chronic, surgical

and trauma wounds. On 24 December

2025, CMS further announced that local

coverage determinations for skin

substitutes had been fully withdrawn.

Convatec welcomed this decision, which

meant appropriate Medicare patients and

their healthcare professionals across the

US can continue to benefit from all

InnovaMatrix

products, nationally.

InnovaMatrix

is a highly effective

product with significant health benefits

to patients and healthcare professionals.

It has strong user feedback and real-

world clinical evidence. Our randomised

controlled trials continue to progress

towards publication later this year.

In addition to strong clinical benefits,

InnovaMatrix

has competitive

manufacturing costs. We are well

positioned to support Medicare patients

Organic revenue growth

excluding InnovaMatrix

6.4%

(2024: 6.8%)

Adjusted operating margin

22.3%

(2024: 21.2%)

Adjusted diluted

EPS growth

16.0%

(2024: 13.7%)

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Governance

Strategic report

and their healthcare professionals

across the United States with

all InnovaMatrix

products, which have

generated strong user feedback and

clinical evidence. We see opportunities

to gain volume in 2026, and believe we

will deliver long-term, profitable growth

from InnovaMatrix

This CMS decision represents an

estimated headwind in 2026 of c. 2% of

Group revenue, and therefore we expect

InnovaMatrix

revenues in FY26 of

c.$20m (2025: $69m). As a result of the

estimated impact on future forecasts,

we have recorded a $72m impairment in

respect of the intangible asset identified

upon the acquisition of Triad Life

Sciences in 2022.

Positively executing capital

allocation to accelerate growth

Our strong cash generation supports

both investment for growth and returns

to shareholders, consistent with our

clear capital allocation priorities. These

are: 1) fund organic investment to drive

future revenue growth and innovation;

2) pay an annual dividend consistent with

35-45% payout ratio; 3) conduct focused

M&A to strengthen competitive offering,

and 4) any surplus capital would be

available for return to shareholders.

Our target net debt to adjusted EBITDA

leverage remains 2.0x (2025: 2.0x).

Having transformed key areas of our

production network in recent years, our

2025 focus was on expanding capacity

and new product development. We have

further categorised capital expenditure.

Growth capex develops new products

and creates or increases capacity, and

in 2025 was $121m (2024: $59m).

Operational capex maintains our existing

operations as well as improving

technology, capability and productivity

and in 2025 was $64m (2024: $63m).

As evidence of our priorities, in addition

to increased growth capex, we grew our

dividend by 13%, paid net earn-outs

of $25m in respect of historic M&A and

completed a $300m share buyback.

Given the exciting product pipeline and

high demand for our products, we have

identified further compelling organic

investment opportunities to accelerate

growth. We expect total capex in 2026

of c.$200-$230m, including growth

capex of c.$135-$165m. We expect

operational capex to run at c.2.5%

revenue annually. Growth capex will flex

to the opportunities available, consistent

with our clear capital allocation

framework.

We are investing across all categories,

but particularly in IC where we see

significant demand, and our growth is

underpinned by long-term contracts.

We are also diversifying manufacturing

across existing locations, further

increasing our resilience. In AWC, we

are adding capacity in ConvaFoam™,

and investing to underpin three further

product launches over the next two

years (ConvaNiox™, Aquacel™

ConvaFiber™ and ConvaVac™). In OC,

our Esteem Body™ launch is delivering

ahead of plan, and we are adding further

production capacity while also planning

for the launch of Natura

Body in 2027.

In CC, we are investing in the launch of

GentleCath Air Pocket™ and GentleCath

Air Set™, our new compact catheter

products. We expect all these

investments will be accretive to

Group return on capital.

Delivering for our patients, payors

and customers

Our strategy focuses on 1) superior

patient outcomes and choice; 2) value

for money for payors and 3) outstanding

results for healthcare professionals. This

enables sustainable growth, despite

reimbursement dynamics.

We have the strongest product pipeline

in our history, with eight products

launched in 2022-2025 and a further

eight due to be launched in 2026-27. We

have also made significant progress in

generating clinical evidence and building

market access capability.

Confidence in 2026 outlook

We continue to expect Group organic

revenue growth excluding InnovaMatrix

of 5.0%-7.0%. Given the uncertainties

noted earlier, we expect InnovaMatrix

revenue of c.$20m, representing a

headwind of c.2% of Group revenue.

Adjusted Group operating margin

≥

23.0%, inclusive of c.20 bps of

incremental YoY tariff costs. This will

be underpinned by detailed productivity

improvement programmes.

Another year of double-digit adjusted EPS

growth, backed by strong cash generation.

Accelerating organic revenue

growth target from 2027

2025 represented our fifth year of

broad-based organic revenue growth

within our target 5-7% range (ex-

InnovaMatrix

) and our fourth year

of adjusted operating margin progress.

We believe our growth is set to

accelerate, driven by successful

implementation of our strategy, recent

product launches and our rich product

pipeline. Faster growth will also be

supported by higher growth capex. As

a result, we are increasing our organic

revenue growth target from 5-7% to

6-8%, from 2027.

Further information and our plans on

how we will deliver faster growth will be

provided at our Capital Markets Day on

9 April in London.

On‑track to deliver our medium‑

term guidance

We are positioned to deliver sustainable

6-8% p.a. organic growth from 2027.

We are also on track to reach mid-

20s% adjusted operating profit margin

by 2027, supported by productivity

improvements and positive

operating leverage.

Jonny Mason

Chief Executive Officer

23 February 2026

Convatec Annual Report and Accounts 2025

Strategic report

17.7%

19.5%

20.2%

21.2%

22.3%

2021

2025

2024

2023

2022

8.3%

(3.1)%

6.1%

13.7%

16.0%

2021

2025

2024

2023

2022

222

(18.5%)

61.9%

23.2%

0.1%

181

293

361

362

2021

2025

2024

2023

2022

Tracking our

progress

Key performance indicators

Financial metrics

Organic revenue

growth (%)

Adjusted operating

profit margin (%)

Adjusted diluted

EPS growth (%)

Free cash flow to equity

growth (FCFE) (%)

Metric

Year‑on‑year (YoY) revenue

growth at constant currency,

adjusted for acquisitions,

divestments and discontinuations.

Relevance

Sustainable top‑line growth

is a key strategic pillar and a

metric by which investors

judge our progress.

Our medium‑term annual

revenue growth target is

increasing to 6‑8% from 2027.

Remuneration linkage

Organic revenue growth excl.

InnovaMatrix

has a weighting of

25% of the annual bonus for

Executive Directors and is used as

a metric for all colleagues in

our annual bonus plan.

Organic revenue growth

has 25% weighting within

the 2025 LTIP plan.

2025 performance

We delivered broad‑based

organic growth of 4.8%, or 6.4% excl.

InnovaMatrix

. This was driven by

mid single‑digit organic growth in

Advanced Wound Care (excl.

InnovaMatrix

) and Ostomy Care,

mid‑to‑high single digit growth in

Continence Care and double‑digit

growth in Infusion Care.

See page 23 for further details

Metric

Adjusted operating profit¹ as

a % of Group revenue.

Relevance

Adjusted operating profit

margin reflects how effective

we are at running our business.

Increasing profitability is a key

metric by which investors judge

our strategic progress.

Our target is to deliver a

sustainable mid‑20s% adjusted

operating margin by 2027.

Remuneration linkage

Adjusted operating profit

($m) has a weighting of 40% of

the annual bonus for Executive

Directors and is a metric used

for all colleagues in our annual

bonus plan.

2025 performance

Our adjusted operating profit

margin increased by 110 bps to

22.3%. This was driven by

revenue growth, productivity

initiatives and reduction in

operating expenses as a

percentage of revenue.

See page 29 for further details

Metric

YoY growth of adjusted

diluted EPS.¹

Relevance

Growth in adjusted diluted EPS

illustrates our ability to deliver

sustainable and profitable growth

overall, including the impact of

any M&A undertaken to further

strengthen the business. It is a

key metric by which investors

judge our strategic progress.

In 2023, we indicated a target of

growing adjusted diluted EPS by a

double‑digit compound annual

growth rate each year.

Remuneration linkage

Adjusted EPS growth has a

weighting of 50% within the 2025

LTIP awarded to Executive

Directors and senior leaders

across the business.

2025 performance

Adjusted diluted EPS grew 16.0%

in 2025, driven by adjusted

operating profit up 12.1%, lower

finance costs and the reduction in

the diluted weighted average

number of shares.

See page 30 for further details

Metric

YoY growth of free cash flow to

equity¹. Given our strategic

investments to accelerate

growth, we have updated this KPI

to exclude growth capex.

Relevance

Free cash flow to equity reflects

how effectively we convert profit

into cash after working capital,

operational capex, adjusting

items, tax and interest. The Board

believes this measure is superior

as this cash is then available for

organic and inorganic investment

or to distribute to shareholders,

in line with capital allocation

framework.

We expect to grow our free cash

flow to equity by a double‑digit

compounded annual growth rate

over the medium term.

Remuneration linkage

Free cash flow to equity has a

15% weighting within the annual

bonus for Executive Directors and

a 20% weighting for other

colleagues who participate in our

annual bonus plan.

2025 performance

FCFE increased by 0.1% (FY24:

23.2%). On a comparable basis to

prior year, FCFE decreased by

27.6% (FY24: increased by 32.5%).

See page 26 for further details

Definitions of adjusted measures are shown in the reconciliation tables on pages 29 to 31.

5.3%

5.6%

6.0%

6.8%

7.2%

7.7%

4.8%

6.4%

2021

2025

2024

2023

2022

Excluding InnovaMatrix

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Governance

Strategic report

2025

2024

2023

2022

30.2

27.4

22.8

(23)%

(9.3)%

(16.8)%

(6.3)%

21.4

26%

27%

30%

26%

2025

2024

2023

2022

Target 70%

31.9%

55.4%

61.8%

64.4%

2025

2024

2023

2022

38%

44%

45%

48%

2025

2024

2023

2022

Metric

YoY reduction in the number of

complaints received per million

(CPM) products sold in our

direct‑to‑consumer categories.

Relevance

CPM is a strong indication of

manufacturing quality. It is a

reflection of our core capabilities

and ability to execute effectively,

connected to both safety and

efficacy of our product. We

targeted to reduce CPM by 5%

during 2025.

Remuneration linkage

Executive Directors, plus certain

members of CELT and the Quality

leadership team, are incentivised

to deliver improvement as part of

their objectives.

2025 performance

YoY reduction of 6.3% in our

direct‑to‑consumer categories.

In 2025, we continued to drive

CPM process improvements

within our business‑to‑business

(B2B) category, including ongoing

collaboration with major partners

and stakeholders.

See page 36 for further details

on our approach to quality

Metric

The percentage of total revenues

that are generated from new or

significantly upgraded products

and services launched by

Convatec in the preceding

five‑year period.

Relevance

The vitality index is a measure of

how effective our innovation

efforts are at meeting patients’

needs and delivering for

customers. In 2022, we set a

target to reach a vitality index of

30% by Q4 2025.

Remuneration linkage

Executive Directors, plus certain

members of CELT and the Global

Operations leadership team, are

incentivised to deliver

improvement as part of their

objectives.

2025 performance

We remained within our target of

c.30% vitality index, with a decline

mostly resulting from AWC

portfolio changes.

Metric

Reduction in our combined Scope

1 and 2 GHG emissions, from a

2021 baseline.

Relevance

Convatec has set an ambition to

reach net zero carbon emissions

by 2045.

We target to reduce our Scope 1

and 2 emissions by 70% by 2030,

against a 2021 baseline.

Remuneration linkage

Executive Directors, plus certain

members of CELT and the Global

Operations leadership team, are

incentivised to deliver

improvement as part of their

objectives.

2025 performance

We reduced emissions by

procuring renewable energy for

all global sites, and implementation

of energy efficiency projects to

reduce fossil fuel use.

We continued replacing spend‑

based emission factors in our

Scope 3 footprint data, supporting

prioritisation of key initiatives.

See pages 51 and 52 for more

detail about carbon emissions

across all categories

Metric

Proportion of females

in combined CELT and

senior management.

Relevance

We recognise that by building

an inclusive, purpose‑led,

performance‑driven company

we can deliver more for our

customers.

In 2024, we set a target of 50%

female representation in senior

management by Q4 2027.

Remuneration linkage

Executive Directors, plus

members of CELT and

members of the HR leadership

team, are incentivised to

deliver improvement as part

of their objectives.

2025 performance

We progressed towards our 2027

target with 48% of senior

management positions being

held by females. Baseline

population numbers are

subject to YoY variation.⁴

Non‑financial metrics¹

Quality – complaints

per million change (%)²

Product innovation

– vitality index

Environmental

progress – Scope 1

and 2 greenhouse gas

(GHG) emissions³

Inclusion – proportion of

female representation at

leadership level

As we regularly review our responsible business ambitions to ensure they reflect priority topics, it is possible we may modify our non‑financial KPIs in the future.

These non‑financial KPIs feature as ESG metrics.

2. Percentage movements are calculated on actual unrounded numbers.

3. A set of non‑financial metrics received limited assurance, as described on page 33. These included Scope 1 and 2 absolute emissions and intensity.

4. Defined as Convatec Executive Leadership Team (CELT) and their direct reports, excluding executive assistants. Total population in 2025 was 81 (2024: 78).

Convatec Annual Report and Accounts 2025

Strategic report

Operational review

Advanced Wound Care

Tanja Dormels

President & Chief Operating Officer,

Advanced Wound Care

2025 performance

Revenue of $753m increased by 1.4% on a

reported basis and decreased by 0.4% on

an organic basis. Excluding InnovaMatrix

AWC organic growth was 4.1% (FY24: 4.2%).

As expected, InnovaMatrix

declined by

30% to $69m given market uncertainty

around the now-withdrawn Local

Coverage Determinations. We expect

InnovaMatrix

revenue of c.$20m in 2026

due to the revised payment rate of $127.28

per sq cm for skin substitutes.

Growth was driven by good performance

in North America and GEM. We saw an

excellent contribution from ConvaFoam™

which is taking share in the US and Europe.

Aquacel

Ag+ Extra™, our leading

antimicrobial product, continued to deliver

good growth.

AWC key focus areas are:

Building on strong positions and

extending recent launches:

–

Continuing to grow our leading

Hydrofiber

brand Aquacel

Ag+ Extra™

–

Ongoing launch and geographic

expansion of ConvaFoam™,

including new capacity

–

Further enhanced commercial

execution and increasing sales

per employee

Continuing to develop new products and

the AWC pipeline:

–

Generating clinical evidence from

the ongoing European launch of

ConvaNiox™, our groundbreaking

nitric oxide dressing, and planning

for our launch in the US

–

Aquacel™ ConvaFiber™, our enhanced

Hydrofiber

dressing, approved in the

EU & US, launching in H1 26

–

ConvaVac™, our single-use negative

pressure wound therapy product,

launching in H2 26

Positioning InnovaMatrix

to win in US

skin substitutes:

–

Progressing our RCTs, recognising

our sales team and optimising our

go-to-market strategy

–

Gain volumes from high-cost

competitors

–

Building the foundations to deliver

growth in 2027 and beyond

Source: SmartTRAK; biologics uses SmartTRAK’s 2026 forecast xenograft segment size; 2026 forecast total skin substitute segment size, including allograft, is c.$3bn

AWC: new product launches to accelerate growth

more on page 92.

How the Board considered different stakeholders in

decision making and outcomes

Patients and HCPs:

Issuing

bonds to raise capital for

investment into expansion

projects and R&D, continuing to

strengthen the new product

pipeline and increasing

manufacturing capacity has the

potential to provide improved

care, greater choice and better

outcomes for patients living with

chronic conditions.

B2B customers:

Expanding

manufacturing capacity helps

B2B customers address their own

patients’ needs.

Investors:

Our innovation pipeline

drives the FISBE strategy and

supports sustainable, profitable

growth by diversifying our

product portfolio. From the share

buyback, investors benefit from a

higher earnings per share (EPS).

Our people:

Our colleagues

benefit from the increased

strength of our business, creating

more opportunities for career

development within a

larger-scale business.

Suppliers and distributors:

Supplier capabilities to meet

increased requirements for

quality, volume, price and

standards of raw materials was

considered before approving

core site expansion investments.

The expansion will provide

opportunities to build partnerships

with new and existing trusted

suppliers and our distribution

networks across the globe.

How the Board considered different stakeholders

in decision making and outcomes

Our people:

While external

candidates were considered

during the process, the Board

and Convatec prioritise

developing internal talent, with

a focus on a pipeline of senior

future talent and retention at

both executive and senior

leadership levels. For example,

Fiona was already identified as

a strong potential CFO successor,

and actively developed for the

past two years as part of ongoing

succession planning. The

strength of her team was

also considered, to ensure a

frictionless transition as roles

and responsibilities shifted.

Investors:

The Board recognised

the advantages of having a new

CEO and CFO (who have both

been with Convatec since early

2022) with significant knowledge

of our business and the market

in which we operate, providing

stability and continuity. Retaining

our top talent will also help

deliver the Group’s ongoing

strategy and create long-term

shareholder value.

Patients and HCPs

: Retaining

top talent to drive the business

forward and build on the

momentum we now see in place

will allow us to continue growing

our position and available

products in the four care

categories and 12 key markets

we operate in.

Key Board decisions in 2025

Convatec Group Plc Section 172 statement

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Board performance review

In 2025, the Board undertook a questionnaire-based review,

externally facilitated by Lintstock. Lintstock has no other

connection with Convatec or any of the individual Convatec

Directors. Lintstock analysed the results and provided reports

for the Board and Board Committees, with unattributed scoring

and comments. These were discussed at the Board and Board

Committee meetings, with each considering the outcomes and

any appropriate actions.

Individual Director performance review

The Chair led a performance review of each Director. This

included a review of Non-Executive Director time commitments

to the Company, and the Board is satisfied that each Director

has sufficient time to devote to discharging their

responsibilities as a Director of the Company.

Chair performance review

In line with prior years, the performance review of the Chair

was conducted by the Senior Independent Director (SID) in

discussion with all other Board members, other than the

Chair. The review confirmed the Chair has continued to

perform exceptionally well in all aspects of the role, providing

considerable value, support and guidance to management,

the Board and the wider business during a period of

unprecedented change in 2025.

The review highlighted that the Chair leads effective meetings,

with a focus on clarity and pragmatism in decision making. He

has a strong and constructive relationship with the two Executive

Directors (both new in position since November 2025), providing

appropriate challenge, support and wise counsel.

The key findings and actions from the 2025 Board performance

review and progress against actions from the 2024 Board

performance review are set out below.

Overall, it was found that the Board had shown a strong commitment to supporting the new CEO and CFO as they lead the next phase of

Convatec’s development. The Board was seen to benefit from an effective dynamic, with strong relationships among Board members and

with the management team.

Findings and actions for 2026

Board focus on growth

Maintain a strong focus on growth, with an emphasis on the key levers for accelerating progress and future opportunities. The Capital Markets

Day in April 2026 will demonstrate the plans for the next five years.

External insights

Regular updates on external insights to be provided to the Board, along with continuing to enhance the approach to monitoring and engaging

with key stakeholders and developments in the external environment.

Non-Executive Director succession

Continue to focus on Non-Executive Director succession and developing a longer-term plan for managing Board transition.

2025 Board performance review

Actions

Progress

Board focus on strategy

The Chair and the Company Secretary to review the Board meeting

forward planner, to ensure appropriate weight is given to strategic

plans and opportunities in the short, medium and long term.

During 2025, the Board agenda focused on reflecting the breadth

and depth of the strategic plan with reviews across all four business

categories of both organic and inorganic growth and accommodating

the diverse product roadmap at various timed stages of development

and implementation. Flexibility enabled the Board to respond quickly

to geopolitical changes. Execution excellence has and will continue to

be a key oversight by the Board when setting the agenda across all

strategic matters.

Board membership and succession planning

The Chair to ensure that the Nomination Committee is focused on

addressing future succession needs broadly and considering any

additional skill sets or diversity that could complement the Board.

Succession planning is discussed by the Nomination Committee

at least twice a year, and as required. In 2025, the Nomination

Committee considered these factors and recommended Jonny Mason

and Fiona Ryder for the roles of CEO and CFO, respectively. Plans for

Margaret Ewing’s succession have been discussed, and are ongoing

(see page 93 for further details).

Assessment of past decisions

CEO to lead structured sessions reviewing past decisions, including

an assessment of outcomes versus expectations and use of key

learnings as part of decision making for future strategic initiatives.

The Board regularly evaluate the risks, opportunities and progress

from past decisions when considering how new transformation

projects or initiatives should be implemented. For example, when

seeking approval for capital expenditure, management demonstrated

how improvements can be made in areas such as compliance,

customers and capacity.

Progress in relation to actions arising from the 2024 Board performance review

Convatec Annual Report and Accounts 2025

Governance

Board performance review

continued

Q&A

with Sharon O’Keefe,

Workforce Liaison Champion

We asked Sharon to share more about her role...

I’ve been a Board member and Workforce Liaison Champion

since 2022. I hold regular engagement sessions with

colleagues and share feedback with Board colleagues,

reflecting perspectives, insights and areas of focus to

guide Board discussions.

How have you engaged with colleagues?

In 2025, I hosted a series of informal focus groups with

colleagues in our London collaboration hub. Colleagues

were drawn from cross-functional teams and tenure ranged

from less than a year to more than ten years’ service, with

broad gender and age demographics. First-hand feedback

helps me to gain a comprehensive view on our people and

culture. Colleagues shared stories of the personal impact

they have been able to make in their role and the practical

application of our strategy and what it means to them.

I’m always energised by the high degree of engagement

shown by colleagues and their active and open

contributions. I’ve also spent time reviewing our colleague

engagement survey insights and discussing reflections

with the Board (see page 84).

How have insights helped the Board from

perspectives you’ve heard?

There is strong recognition from colleagues of the

transformation Convatec has made, coupled with an

appetite to drive progress even further. I’ve been able

to reflect these insights in Board discussions as we review

how Convatec is managing change.

I’m also a Remuneration Committee (the Committee)

member, and insights from my engagement with colleagues

has been valuable in informing the work of the Committee.

For example, following discussions in the focus groups, the

Committee will review Convatec’s all-employee share plan

offerings in 2026 to explore how these could be widened to

further improve retention and engagement.

What are your key takeaways from your

engagement with colleagues?

What really stood out to me through this year’s engagements

was colleagues’ unwavering pride in what Convatec has

achieved, and a sense of strong alignment to our vision,

promise and strategy. This has been further evidenced

through increased internal succession and reduced voluntary

turnover. Colleagues have welcomed the investments in

training and development, and evolved talent practices

such as lateral moves and internal promotions.

As part of our annual strategy review cycle, I was pleased

to see how our refreshed people strategy is also making

a difference. In particular, the business has shaped a new

set of leadership behaviours, which we reviewed as a Board,

built with insights from colleagues across the Company.

These will be central to the Company’s commitment to

building purpose-led, performance-driven teams and

leaders. Through the time I’ve spent with colleagues,

I can see how these behaviours, coupled with our clear

vision, promise and values, will further enhance our

workplace practices and culture.

What are your plans for the year ahead?

I’m looking forward to attending the Global Leadership

meeting again in 2026, which takes place every two

years. This meeting brings together the Company’s top

100 leaders to review progress, performance and strategy.

I also plan to continue our focus group series and share our

engagement insights with the Board.

Engaging with our colleagues

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Committee membership, meetings and attendance in 2025

Director

Member since

Scheduled meeting

attendance

Ad hoc meeting

attendance

John McAdam (Chair)

September 2019¹

2/2

3/3

Margaret Ewing

May 2019

2/2

2/3²

Heather Mason

September 2020

2/2

2/3²

Brian May

September 2020

2/2

3/3

Constantin Coussios

January 2022

2/2

3/3

Kim Lody

February 2022

2/2

3/3

Sharon O’Keefe

March 2022

2/2

3/3

Dr McAdam was appointed Chair of the Committee on 30 September 2019.

2. Ms Ewing and Ms Mason were unable to attend these ad hoc meetings called at short notice due to prior

business commitments.

Dr John McAdam CBE

Chair of the Nomination Committee

Chair’s

statement

Nomination Committee report

“Talent and succession planning are key

roles of the Committee, overseeing two new

executive director appointments in 2025”

Year in review

This year, the Committee’s main

priorities included conducting a search

process and making recommendations

to the Board to appoint the new CEO and

the new CFO, supporting the evolution

of the senior leadership structure and

reviewing longer‑term Board

composition.

The Committee supported CELT

promotions of Fiona Ryder as interim

CFO (and as permanent CFO), David

Shepherd as Chief Commercial Officer

and Tanja Dormels as President and

Chief Operating Officer in Advanced

Wound Care. Walter Morse was also

endorsed as Chief Quality & Operations

Officer (Interim). The Board was pleased

to note the strength of internal

succession arrangements to CELT.

Board and Committee

appointments and composition

The composition of the Nomination

Committee is set out in the Committee

membership, meetings and attendance

table above.

Appointments to our Board are made

solely on merit, with the overarching

objective of ensuring the Board

maintains the correct balance of

backgrounds, experience, skills, length

of service and knowledge of the Group

to successfully establish and oversee the

delivery of the Group’s strategy, whilst

also providing constructive challenge

as necessary. Appointments are made on

recommendations from the Nomination

Committee, taking into account our

Board Inclusion Policy as well as the

candidates’ ongoing commitments.

Committee introduction and overview

Activity highlights

–

The consideration, selection and

recommendation for the appointment of

a new CEO and a new CFO

–

Reviewed the structure, size, composition

and independence of the Board and

determined the Board was balanced,

diverse and with an appropriate level

of skills, knowledge and experience

–

Reviewed succession plans for the

Board and Board Committees

–

Reviewed talent and succession planning

for CELT and senior management

–

Recommended to the Board the

appointments to CELT to further

strengthen our leadership team

–

Reviewed progress and development

of the Group’s approach to inclusion

and belonging and key metrics

–

Reviewed relevant legal and regulatory

requirements and developments in

accordance with our Inclusion Policy

2026 priorities

–

Finalise the formal search process for a

Non‑Executive Director and determine

succession for the Audit and Risk

Committee Chair and Senior

Independent Director

–

Maintain focus on development

and succession plans for CELT

and senior management

–

Continue the development of short‑,

medium‑ and long‑term Board

succession plans, considering the

tenure of each Director

–

Identify skills gaps, background or

experience which the Board may wish

to consider when making new

appointments

Meetings held

(2024: 3)

Attendance

94%

(2024: 95%)

Key areas of responsibility

–

Keeping under review the Board’s

composition and succession to it

–

Leads the Board’s appointment process

as necessary and makes

recommendations to the Board

–

Oversees and recommends orderly

Board succession and oversees senior

management succession planning

–

Reviews Non‑Executive Director

performance and time commitment

to their duties

–

Oversees the balance of skills and

experience on the Board, CELT and

senior management

–

Monitors inclusion within the Board,

its Committees and across the Group

The role and responsibilities of the

Nomination Committee (the Committee)

are set out in the terms of reference which

are available at www.convatecgroup.com/

investors/governance. These are subject to

annual review and were last reviewed

in December 2025.

Convatec Annual Report and Accounts 2025

Governance

Directors are required to seek Board

approval prior to taking on additional

significant commitments and to ensure

existing roles and responsibilities

continue to be met and conflicts are

avoided or managed.

CEO and CFO succession

and appointment

Talent and succession planning is a key

role of the Committee, to ensure the

Company has a strong pipeline of

high‑quality candidates for senior roles

aligned with long‑term strategic goals.

Succession planning is an ongoing

process and a standing agenda item

throughout the year.

The Committee has an established

process for identifying the most suitable

characteristics and person for the roles

of CEO and CFO, including a list of

potential successors which is periodically

reviewed in anticipation of a change,

taking into account strategic and value

creation opportunities, their role in the

organisation, leadership and cultural

competencies and key experiences.

The Committee also periodically reviews

market mapping exercises, conducted

by an executive search firm.

Following commencement of Karim

Bitar’s period of absence on medical

leave, the Board implemented interim

arrangements and announced that

Jonny Mason would be appointed as

interim CEO and Fiona Ryder as interim

CFO in early August 2025, evidencing

the strength of the Board’s existing

senior leadership and emergency

succession plans.

Over the following months, the executive

search firm conducted a further market

mapping and search exercise.

Following Karim’s passing in October

2025, the Committee met to discuss the

appointment of a permanent CEO and

CFO. The potential internal and external

candidates from the succession planning

process and market mapping and search

exercise were reviewed and discussed in

detail by the Committee. With all new

appointments, the Committee ensures

that the most qualified candidate is

recommended for the role, in the best

interests of the organisation as a whole.

The discussion considered the key

backgrounds, skills and experience which

may be required on the Board; the

purpose, values and culture of the

business and the Company’s strategic

priorities; our Inclusion Policy; and

personal strengths.

The Committee made the

recommendation to the Board that Jonny

Mason was the most suitable candidate

for the position of CEO. Since joining the

business in 2022 as CFO, Jonny has

demonstrated exceptional leadership

and is highly regarded for his contribution

to Convatec’s successful turnaround.

The Committee also recommended to

the Board that Fiona Ryder should be

appointed as CFO. Fiona is a seasoned

finance leader with a strong track record

in leading global businesses and a

well‑regarded member of the finance

team. She has also played a pivotal role

in delivering Convatec’s focus on

simplification and productivity, and has

been fundamental to the success of the

FISBE (Focus, Innovate, Simplify, Build,

Execute) strategy.

Acting on the recommendation of the

Committee, the Board approved the

appointments and announced their

decision on 6 November 2025.

Talent and succession planning

An equally important role for the

Committee is ensuring a robust pipeline

of future talent within the business. The

Committee regularly reviews CELT and

Board succession plans. In support of

Convatec’s succession planning, the

Committee received reports on talent

management, inclusion and belonging

initiatives as well as progress of

Convatec’s efforts to increase the number

of Vice‑President level appointments from

internal candidates. This is driven by

a leadership development programme

for mid‑level leaders with emphasis

on personal development goals.

This programme assesses potential

successors ready now, those ready in

one to two years and those anticipated

to be ready in three to five years.

The following table sets out the information required under UK Listing Rule 6.6.6R (10) on the Board’s and executive management’s

ethnic background and gender identity or sex as at 31 December 2025:

Board and senior leadership gender representation

Number of Board

members

Percentage

of Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in executive

management

Percentage of executive

management

Men

44%

55%

Women

56%

45%

Note: Executive management includes CELT members but excludes the CEO and CFO.

Board and senior leadership ethnicity representation

Number of Board

members

Percentage

of Board

Number of senior

positions on the Board

(CEO, CFO, SID and Chair)

Number in executive

management

Percentage of executive

management

White British or other white (including

minority‑white groups)

89%

82%

Mixed/multiple ethnic groups

–

Asian/Asian British

–

Black/African/Caribbean/black British

–

Other ethnic group

11%

–

Note: Executive management includes CELT members, but excludes the CEO and CFO.

Nomination Committee report

continued

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

It aims to accelerate development

and prepare leaders to play a crucial role

in delivering on our strategic objectives.

Given its importance, succession planning

is scheduled for the Committee’s

consideration twice a year.

Inclusion and belonging

The Board endorses the aims of The FTSE

Women Leaders Review and the Parker

Review. At Board level, we have members

of various nationalities, gender and

ethnicity who have an excellent range

of appropriate skills and expertise.

The renewed Board Inclusion Policy,

which also applies to its committees,

was reviewed and approved by the

Board in December 2025 and supports

the development and execution of the

Company’s strategy, as well as reflecting

the objectives of the FCA Listing Rules,

The FTSE Women Leaders Review and

Parker Review. As at 31 December 2025

and at the date of this report, we comply

with the recommendations of all

requirements in relation to gender

and ethnicity at a Board and executive

management level. On the previous

page, we have provided data on Board

and executive management’s gender

and ethnicity. For the purposes of

gathering this information, individuals

were asked to self‑declare their gender

and ethnicity against the Office for

National Statistics classification.

The Committee will continue to monitor

Board membership, including

backgrounds, experience, skills and

personal attributes. In all instances,

individuals will continue to be appointed

on merit and the Committee will remain

focused on ensuring the Board has

the relevant skills and expertise to

perform effectively.

As part of our ongoing commitment to

merit‑based inclusion we continue to

advance towards 50% of senior

management roles (defined as CELT and

their direct reports, excluding executive

assistants) to be held by female leaders

and have met the target of 20% ethnically

diverse leaders by 2027. These currently

stand at 48.1% and 21%, respectively.

During the year, the Board has

considered inclusion insights across a

range of metrics with a focus on gender

and ethnicity. In 2026, the Committee

along with the Board will continue to

monitor and oversee Convatec’s

inclusion strategy and objectives.

Reappointment of Directors

All Directors are subject to annual

re‑election and will be proposed for

election or re‑election by shareholders

at the Annual General Meeting (AGM)

to be held on Thursday, 21 May 2026.

Following evaluation, all Directors

continue to be effective and have the

time available to commit to their role,

and the Board has recommended all

directors are put forward for re‑election.

Board tenure and independence

Director tenure and independence was

reviewed as part of the annual Board

performance review. None of the

directors’ tenure exceeded the

recommended nine years at the date

of this report, and it was concluded

that each Non‑Executive Director

remained independent. The Committee

has commenced appropriate succession

planning for the Board’s longest

serving member.

Margaret Ewing, our Audit and Risk

Committee Chair and Senior Independent

Director, will reach her nine year tenure

in August 2026. The Board has asked

Margaret to stand for re‑election at

the upcoming AGM, and Margaret

has indicated her willingness to remain

on the Board in the short term while

Convatec implements appropriate

succession arrangements. Following

the unforeseen changes to the Executive

Directors during the year, Margaret

continuing on the Board in 2026 will

assist Jonny Mason and Fiona Ryder

with embedding into their new roles

as CEO and CFO. Margaret continues

to provide a wealth of financial, audit

and risk management knowledge and

experience, and valuable contributions

to Board discussions. The Board considers

Margaret to be independent as she

continues to demonstrate objective

judgement and independence.

Board induction, training

and development

On joining the Board, all Non‑Executive

Directors participate in a formal

induction programme. The programme,

monitored by the Chair (except for their

own induction, which is guided by the

Senior Independent Director) and

managed by the Company Secretary

ensures each newly appointed

Non‑Executive Director is able

to contribute as quickly as possible.

Each induction programme is tailored to

the individual Director’s needs, based on

their skills and experience, but typically

covers Convatec’s strategy, culture,

operations and governance, and

compliance processes and procedures.

As part of Fiona Ryder’s onboarding

as the new CFO and a new director of the

Board, this training included directors’

duties, obligations under the Market

Abuse Regulation and other relevant

compliance topics.

During the year, the Board received

training on artificial intelligence provided

by an external business management

consultancy firm.

We continued to advance Board

knowledge through updates provided

to both the Remuneration and Audit and

Risk Committees by external advisers.

Training focused on matters specific

to their respective committee activities,

including corporate governance updates,

executive remuneration, corporate

reporting and audit updates. In line with

the results of the Board and Committee

performance review, we will focus

on appropriate training in 2026.

Committee performance review

The Committee conducted a

performance review through a detailed

questionnaire facilitated by an external

provider, Lintstock, the results of which

were highly rated overall. Matters

identified for attention in 2026 are set

out under Actions for 2026 on page 89.

Dr John McAdam CBE

Chair of the Nomination Committee

23 February 2026

Convatec Annual Report and Accounts 2025

Governance

Committee membership, meetings and attendance

Director

Member since

Scheduled meeting

attendance

Margaret Ewing

August 2017

5/5

Heather Mason

September 2020

5/5

Brian May

March 2020

5/5

Ms Ewing was appointed Chair of the Committee on 28 June 2019.

Margaret Ewing CBE

Chair of the Audit and Risk Committee

Chair’s

statement

Audit and Risk Committee report

“During 2025, the transition to a new Convatec

CFO and associated step up in responsibilities

of the finance leadership team was seamless,

reflecting excellent succession planning”

Committee introduction and overview

2025 highlights

–

Reviewed key judgements and estimates,

alternative performance measures

(APMs) (or adjusted measures) and

disclosures in respect of the 2025

financial statements

–

Reviewed the proposals to comply with

the declaration relating to material

controls to respond to the new

requirements of the 2024 UK Corporate

Governance Code (the Code)

–

Monitored the preparation to address

the new failure to prevent fraud offence,

applicable from September 2025

–

Monitored the development of ESG

reporting and targets, including

compliance with Task Force on

Climate-related Financial Disclosures

(TCFD) and the evolution of requirements

of the EU Corporate Sustainability

Reporting Directive (CSRD)

–

Reviewed cyber security risk mitigations

to ensure that the Group is protected as

far as practicable against the increasing

threat landscape

–

Monitored the implementation and

effectiveness of the transition plan to

the new external auditor, EY, for the

2026 financial year

2026 priorities

–

Oversee systems implementations and

related transformations

–

Oversee the external auditor transition

and performance

–

Monitor risks related to cyber security,

digital, use of artificial intelligence (AI)

and its governance, and data privacy and

management

–

Monitor the readiness for the Board

declaration and disclosure in the 2026

Annual Report relating to material

controls in accordance with provision

29 of the Code

Composition

The current members of the Audit and Risk

Committee (the Committee) are listed

above.

The biographies of the Committee

members on page 81 outline the members’

collective wide finance, audit, risk

management and relevant sector

and business experience, enabling the

Committee to provide constructive

challenge and support to management

and the auditors.

In accordance with the Code, the Board has

determined that Margaret Ewing and Brian

May possess an appropriate breadth of

recent and relevant financial experience

and is satisfied that the Committee has

competence relevant to the sector and

its overall responsibilities.

Key areas of responsibility

The Committee plays a key role in

supporting the Board to ensure there is

appropriate oversight of the Group’s

financial position, external reporting,

controls and risks. The Committee’s

principal responsibilities are to oversee and

provide assurance to the Board on:

–

The integrity and quality of financial and

non-financial (including ESG and TCFD)

reporting and to ensure it is fair,

balanced and understandable

–

The effectiveness of audit and assurance

arrangements

–

The robustness and effectiveness of

the financial, reporting, operational

and compliance controls and risk

management processes throughout

the year

The full role and responsibilities of the

Committee are set out in the terms of

reference (available on our website:

www.convatecgroup.com/investors/

governance) and were updated in

December 2025 to comply with the revised

requirements of the Code.

The Chair, CEO, CFO, General Counsel &

Company Secretary, Deputy Company

Secretary, Group Financial Controller and

the Head of Internal Audit, Enterprise Risk

& Insurance and representatives of the

external auditor attend the meetings on

a regular basis. Throughout 2025, EY

representatives have attended each

Committee meeting as part of their induction

and transition plan. Other Board members

have an open invitation to attend Committee

meetings. The Committee also has at least

two private sessions each year with each of

the external auditor and the Head of Internal

Audit, Enterprise Risk & Insurance.

The activities undertaken by the

Committee during 2025 and up to the date

of this report, which meet the FRC’s Audit

Committees and the External Audit:

Minimum Standard, are detailed on the

following pages.

Meetings held

(2024: 5)

Attendance

100%

(2024: 93%)

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

The Committee had five formal

scheduled meetings in 2025. In addition

to the Committee’s scheduled meetings,

throughout the year I met regularly with

senior management, particularly the

CFO, Group Financial Controller, Head

of Internal Audit, Enterprise Risk &

Insurance, General Counsel & Company

Secretary, and the lead partners of our

external auditor, Deloitte, allowing me

to understand how existing and

emerging issues were being addressed

and adapting the Committee’s agendas

accordingly. The meetings with the Head

of Internal Audit, Enterprise Risk &

Insurance and Deloitte lead partners

informed the Committee’s ongoing

review of the effectiveness of audit

(internal and external, respectively)

and ensured the internal audit plan

prioritised controls and processes

related to the Group’s principal and

emerging key risks and the external

audit plan focused on the evolving key

audit risks. They also provided insight

on the culture across the Group.

I also met on a regular basis with the

lead partners from EY, who commence

their role as external auditor to Convatec

following shareholder approval at the

AGM on 21 May 2026, to ensure that the

Committee approved transition

was progressing as planned.

The Committee monitored the transition

of the CFO responsibilities to Fiona Ryder

midway through the year to ensure that

she had any support and guidance

needed in her new role. The transition

has appeared seamless, with the capable

and talented team that Fiona leads

stepping up to support.

In addition to the regular agenda items,

the Committee monitors transformation

in the Group. We received an

introduction on the S4C initiative

(simplification, standardisation and skills

for customers, colleagues and Convatec)

in May. This is targeting organisation

efficiency both vertically (within a

function or business unit) and

horizontally (across business units) to

identify and realise synergies, which

includes an upgrade during 2026 and

early 2027 to the Group’s ERP platform.

Given the intended impact of this

programme, the Committee will continue

to closely monitor progress, including

the costs, benefits and scope,

throughout the life of the project.

The Committee emphasised the need

to document current processes clearly,

that the scale and impact of the change

to the ERP system can be properly

assessed and managed. The composition

of the Programme Steering Committee was

reviewed and challenged to ensure that

there is sufficient critical oversight and the

programme was supported by experienced

external and internal resources.

Committee performance review

During the year, as part of the Board

performance review, the Committee

members and regular attendees

(including the internal and external

auditors) undertook a review of the

Committee’s performance, facilitated

by Lintstock, an external provider. The

findings were discussed initially by the

Committee and then shared with the

Board. Overall, it was concluded that the

Committee continued to perform very

effectively and had addressed its key

priorities and action plan for 2025.

Fair, balanced and understandable

The Board is required to provide its

opinion on whether it considers that

the Company’s 2025 Annual Report

and Accounts (ARA), taken as a whole,

are fair, balanced and understandable,

and provide the information necessary

for shareholders and other stakeholders

to assess the Company’s position

and performance, business model

and strategy and key risks that

challenge the Group.

To support the Board in providing its

opinion, the Committee considered the

overall cohesion and clarity of the ARA,

including an assessment of the quality

of reporting, through the assurance

framework, process and controls that

were applied in its preparation and

discussion with management and the

external auditor. This included:

–

A detailed verification process dealing

with the factual content

–

Comprehensive reviews undertaken

independently by senior management

and Committee members to consider

messaging, adequacy of disclosures,

compliance with regulatory and legal

reporting requirements, and balance

–

Specific reviews by the Board and CELT

in relation to key sections of the ARA

and relevant sections of the ARA

audited by Deloitte

–

Confirmation from management that

the assurance framework has been

adhered to throughout the year and

in particular for the preparation of

the 2025 ARA

Items proposed (and qualifying) for

treatment as adjusting items were

carefully reviewed and challenged by

the Committee to ensure that they were

relevant to enable a full understanding

of the underlying business performance.

External auditor transition

As disclosed in 2024, the Committee

undertook a formal competitive tender,

with the resulting appointment of EY

as the Group’s external auditor effective

for the 2026 financial year. Shareholder

approval will be sought at the AGM

to be held in May 2026, at which point

EY will formally sign the Group

engagement letter.

Convatec Annual Report and Accounts 2025

Governance

Audit and Risk Committee report

continued

The Committee reviewed the interim and

full-year results statements and 2025

ARA, with supporting materials, focusing

on the:

–

Integrity of the Group’s financial

reporting process

–

Clarity of disclosure

–

Compliance with relevant legal

and financial reporting standards

and regulatory guidance

–

Application of accounting policies and

judgements

–

Consistency of the non-financial

disclosures, including climate risks and

opportunities, and related evolving

regulatory reporting requirements

–

Review of whether the Convatec ARA is

fair, balanced and understandable,

considering the above factors

Throughout the year, the Committee

received regular updates from the CFO,

Group Financial Controller, Head of

Internal Audit, Enterprise Risk &

Insurance and the Head of Investor

Relations, and formal and informal

reports and feedback from the external

auditor, covering the following:

–

APMs, including the policy, rationale,

non-recurring nature and the quantum

of the proposed adjusting items

–

Non-financial information reported

externally, including the increasing

requirements and compliance

readiness planning

–

Accounting and financial judgements

related to the impact of measures

introduced in the US relating to Local

Coverage Determinations (now fully

withdrawn) and CMS payment plans

on skin substitutes and the inclusion

of catheter and ostomy products in the

CMS Competitive Bidding Program,

as well as US tariff actions

–

Assessment of contingent

consideration and triggers for

potential impairment of carrying

values of intangible assets associated

with past acquisitions

–

The results of the monitoring of the

effectiveness of internal controls,

particularly financial and IT general

controls related to financial reporting,

and the fraud risk assessment

–

The ongoing related enhancement

programme of internal controls to

support the Committee’s conclusions

on the integrity of the consolidated

financial statements and the review

of the wider control environment in

anticipation of the revised requirements

of the Code

–

Appropriateness of going concern and

viability assessment, including basis of

preparation and management reports

on all key judgements, risk scenarios

and underlying assumptions,

supporting analysis and evidence

–

Treasury matters, including policy,

funding, the issuance of $500m senior

unsecured notes and ongoing

compliance with debt covenants

–

Tax matters, including the Tax Strategy

Statement, tax transparency, key tax

risks, ongoing and new local tax audits

and investigations, estimated tax rates

applied in the financial statements and

provisions for uncertain tax positions

As a result of the reviews performed and

related discussions and challenges, the

Committee was able to recommend the

interim and full-year results statements

and 2025 ARA to the Board for approval.

As part of the FRC’s Corporate Reporting

Review, Convatec’s interim report for

the six months ended 30 June 2025

was selected for review by the FRC.

The Committee was pleased to note

that no questions or queries were

raised by the FRC on this report.

1. External reporting

2025 key matters

The existing auditor, Deloitte, will resign

as Group external auditor upon

completion of the 2025 Group audit. On

behalf of the Committee, I wish to thank

Deloitte for their valuable audit services

and the constructive challenge they have

provided to both management and the

Committee. I thank them also for their

open communication and collaboration

enabling a smooth transition to EY.

Committee conclusions and

confirmations

Taking into consideration all areas of

focus of the Committee during the year

and in reviewing the 2025 ARA, including

reviewing the supporting detailed topic

papers, presentations and reports from

management and Deloitte, the

Committee was satisfied and able to

confirm to the Board that:

–

The Financial Statements for the year

ended 31 December 2025 have been

prepared applying appropriate

accounting policies and disclosures,

and provide a true and fair view

–

The Group’s internal controls and risk

management processes were

operating effectively throughout the

year, with no significant control

failures identified

–

The 2025 ARA, overall, is fair, balanced

and understandable. The Board’s

statement in relation to this

confirmation is included on page 125

–

It is reasonable for the Directors to

make the viability and the going

concern statements on pages 77 and

page 138, respectively

–

The Group’s Speak Up and fraud risk

processes have operated effectively

during the year

–

The external and internal auditors

have provided effective and

independent audits that have been

challenging, robust and of a high

quality

I would like to thank my fellow

Committee members and all teams

involved with the Committee’s activities

for their contribution during 2025, and

their intense focus on quality, sound

judgements, controls and risk in a

challenging global environment,

politically and economically.

I hope that you find this report

informative and can take assurance from

the work undertaken by the Committee

during the year and planned for 2026.

Margaret Ewing CBE

Chair of the Audit and Risk Committee

23 February 2026

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Significant reporting matters considered by the Committee

The two principal reporting matters considered by the Committee are set out below.

Issue

Committee’s conclusion and response

Revenue

recognition in

key markets

The recognition of revenue includes a number of areas of estimation at the point of recognition,

including rebates, discounts, allowances, product returns and consideration expected to be received.

The arrangements in different countries and with individual customers vary. The Committee scrutinised

the judgements and estimates related to revenue, and discussed them with the external auditor,

ultimately concluding that the accounting for revenue was appropriate.

Impairment of the

intangible asset relating

to InnovaMatrix

The announcement by the Centers for Medicare & Medicaid Services (CMS) of revised reimbursement

rates for the InnovaMatrix

product was deemed to be an indicator of impairment. The Committee

reviewed the latest projected cashflows and discussed and challenged the appropriateness of

assumptions used in these forecasts, and ultimately concluded that an impairment charge of $72m was

appropriate, resulting in a carrying value of $40m at the year end. The Committee also reviewed and

approved the impairment charge to be treated as an adjusting item, consistent with where the

amortisation charge of this acquired intangible asset is recognised, in line with the Group’s APM policy.

The Committee concurs with management’s view that the valuation of the intangible asset’s carrying

amount is a key source of estimation uncertainty at the year end.

The Committee considered the key risks, facts and judgements related to the following areas:

Matter

Committee’s conclusion and response

Going concern

and viability statements

The Committee considered and robustly challenged management’s going concern review and viability

assessment, including the supporting analysis, in accordance with the requirements of the Code. The

Committee considered the Board-approved Group 2026 budget, 2027 to 2030 strategic financial plan,

and updated forecasts and projections, taking into account reasonably possible changes in trading

performance and the potential impact of principal and emerging risks. The stress test scenarios,

including the underlying scenario assumptions, and the reverse stress test were reviewed and assessed

against the Group’s financing facilities and covenants. In addition, the Committee obtained a summary

of external views, from analysts and other industry commentators, to understand the wider market’s

perception of the Group’s future financial performance and viability, including the potential impact of

the coverage of Medicare for reimbursement of InnovaMatrix

for specific applications in the US. The

Committee considered the possible implications of the rapidly evolving geopolitical and economic

environment in which the Group operates. It also considered the potential corporate mitigations that

would be available to management should the environment and Group’s performance deteriorate

beyond that reflected in the stress test scenarios. The Committee also discussed with the external

auditor the findings and conclusions from their review.

Following this assessment, the Committee considered that the scenarios applied reflected the

most likely risks to potentially impact viability during the relevant period and were severe but

plausible. Accordingly, the Committee considered that the extent of the analysis made by management

was appropriate and ultimately recommended the viability and going concern statements, and

their respective related disclosures, to the Board for approval and inclusion in the 2025 ARA (pages 77

and 138).

Taxation

The Committee was pleased to note the continued improvements in the efficiency and effectiveness of

the Group’s tax operations, contributing to a reduction in transfer pricing risk. The Committee reviewed

the provisions for uncertain tax positions, challenged management’s conclusions and related

disclosures and considered them to be appropriate.

Alternative performance

measures (APM)

The Committee discussed the APM policy and the alignment with FRC guidance, and concluded the APM

policy remains appropriate given the material level of adjusting items, certain of which would continue

to be incurred for several years. The largest adjustment continues to be the amortisation of acquired

intangible assets, of which a significant proportion relate to the Bristol Myers Squibb spin-out in 2008

and will be fully amortised by mid-2026. After careful review and challenge, the Committee concluded

that items identified by management as adjusting items were in line with the APM policy and that by

making these adjustments to reported figures, where appropriate, produced more meaningful

measures to monitor the underlying performance of the business. The Committee will continue to

scrutinise and challenge all proposed adjusting items prior to approval.

Dividends

The Committee reviewed management’s proposal to the Board for the interim and final 2025 dividend

payments, with the Committee’s focus being on the adequacy of realised distributable reserves, cash

resources, availability of liquidity and the effect of sensitivities aligned to the viability statement and concluded

that it was able to advise the Board that there were sufficient realised distributable reserves and cash

resources to enable the Board to approve and recommend the proposed 2025 interim and final dividends.

1. External reporting

continued

Convatec Annual Report and Accounts 2025

Governance

Audit and Risk Committee report

continued

Throughout the year, the Committee reviewed risk management and compliance matters to be able to provide assurance to the

Board that it could conclude on the effectiveness of the Group’s compliance, fraud prevention, risk management and internal

controls frameworks.

Committee’s role

Decisions and actions taken by the Committee

Enterprise risk management (ERM)

and insurance

–

Ensure a robust assessment of the principal and

emerging risks has been undertaken with

effective mitigations and controls established

–

Assist the Board to establish and articulate

overall risk appetite, oversee specific risk

exposures and mitigations and ensure the Group

is operating within the Board’s risk appetite

–

Review effectiveness of the Group’s risk

management systems and processes and the

progress to ensure compliance with the Code

–

Review of the annual insurance renewal strategy

and programme to assess adequacy and

appropriateness of coverage of insurable risks

across the Group

The principal and emerging risks identified by management were regularly

reviewed and challenged by the Committee, with consideration of the

effectiveness of the respective risk mitigations and controls. Improvements to

the risk framework with the introduction of key risk indicators were noted. The

Committee will continue to monitor the development of the risk management

processes and control activities on behalf of the Board, in preparation for the

Board’s material controls declaration for the 2026 financial year (in compliance

with the Code).

The Committee reviewed the risk appetite statements, and the principal and

emerging risk management statements and disclosures, including the priority

order of risk as disclosed in the 2025 ARA, reflecting the discussions held with

CELT (collectively and with individual members). The risk associated with

customer and markets was carefully reviewed and discussed, particularly due

to developments impacting InnovaMatrix

and the general global economic

pressures impacting reimbursement. The Committee concluded that the risk

appetite statements and the principal and emerging risks (including

prioritisation) were appropriate and recommended them to the Board for

approval.

At the Committee’s request, CELT participated in a risk simulation exercise to

test preparedness for a major incident at a global manufacturing site resulting

in supply chain disruption. The national power outages in Spain and Portugal

in April 2025 also provided key learnings on resilience. The Global Quality

Operations leadership team reviewed operational resilience across the

end-to-end processes with the assistance of a third-party consultant. Although

the results of these activities and actions to mitigate key risks are to be

presented to the Board in 2026, the Committee gained assurance from

management that the key risks and concerns highlighted by these activities

and reviews are fully reflected, where appropriate, in the statements regarding

the Group’s principal risks and the scenarios applied in respect of the viability

and going concern reviews.

With the increasing number and significance of cyber-related incidents

suffered by major groups in 2025, the Committee continues to closely monitor

this key risk, with regular updates from the Chief Digital Information Officer to

the Committee, including reporting of incidents and responses, monitoring of

the NIST Cybersecurity Framework 2.0 and ISO270001:2022 certification and

the progress towards ISO20000 certification and requested the plans for

enhancement of recovery readiness to be presented to the Committee in

mid-2026.

The Committee reviewed the recommendations made following a detailed

review and benchmarking exercise by the new insurance broker. The improved

data and information available from across the business, enabling better

coverage, quality and value for money, was noted with the transition from

regional policies to global policies for some risk areas. After careful

consideration, the Committee approved the scope of insurance and the

projected renewal fees.

2. Risk management and compliance

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Committee’s role

Decisions and actions taken by the Committee

Internal controls

–

Promote and review sound risk management

and internal control systems and frameworks

over financial, reporting, operational and

compliance processes

–

Review the effectiveness of internal controls

–

Monitor progress on the preparations for

readiness towards compliance with revised

requirements of the Code

The Internal Controls team provided the Committee with quarterly updates

of the self-attestation of compliance with the Group’s formal internal control

frameworks, including details of control failures (all immaterial during 2025),

their remediation and independent reviews of control evidence.

The reliance approach adopted by the external auditor on internal controls and

the reviews undertaken by the internal auditors across all aspects of the Group

continued to provide additional assurance to the Committee on the

effectiveness of the financial, operational, IT and compliance controls.

Based on the quarterly updates, and the reports from the internal auditors,

the Committee is satisfied that there were no significant control weaknesses

during the year. Controls relating to compliance are covered in the section below.

The Committee reviewed the proposed material controls and monitoring

process to be implemented in accordance with the requirements of the Code

with effect from 2026. The number and nature of the controls were considered

by the Committee. The Committee concluded that the proposals were

proportionate and in line with FRC guidance and insights published on

Provision 29 of the Code. The monitoring programme for material controls was

implemented in 2025 and the Committee will continue to evaluate the controls

and monitor results in readiness to make the required declaration of the

operating effectiveness of the material controls as at 31 December 2026.

Compliance, including speaking up and fraud

–

Review the Group’s codes, policies, systems and

controls in respect of fraud, bribery, corporate

conduct, privacy and regulatory and legal

compliance

–

Review Speak Up reports

The Committee continued to monitor compliance activities across the Group

with strong focus on markets that have an enhanced perceived corruption

index risk score. This included the review of regular reports on the results of

the global compliance programme and the Speak Up process. The Committee

also welcomed the appointment of a new Chief Compliance Officer,

commencing in role in November 2025 and already introducing improvements

to policies, procedures and teams.

The global business risk assessments, performed jointly by the Group’s

Compliance team and Internal Audit (as part of the global compliance

programme), were extended to all markets throughout 2025, building on the

successful launch in 2023 that focused on high-risk markets. The Committee

monitored progress, together with the conclusions and actions arising out of

the reviews. Key themes arising from the reviews included data privacy, the

adoption of AI, third-party risk management, regulatory change and

challenges associated with rapidly evolving technologies, including emerging

fraud risks tied to new standards of conduct. The Committee monitored the

progress and outcomes of these assessments which have informed policy and

process updates, enhanced corporate education and reinforcement of roles

and responsibilities. Overall, the Committee was able to conclude that an

ethical and compliant business culture is in place across the organisation.

Whistleblowing/Speak Up incidents are reported by employees and certain

third parties through a confidential Compliance helpline, with reports to the

helpline provided directly to the Ethics and Compliance team. Reports of a

Speak Up nature or of breaches of the Code of Conduct that are made directly

to senior management or HR personnel are also reported to the Ethics and

Compliance team. All reports, irrespective of the channel, are collated,

managed, reviewed and investigated by the Ethics and Compliance team. A

summary of the key themes, locations and disposition of whistleblower/Speak

Up matters together with subsequent actions were reviewed by the Committee

and reported to the Board.

The Committee reviewed the reporting on measures taken to prevent and

detect fraud in accordance with the enhanced requirements of the Code and

the new UK ‘failure to prevent fraud’ offence, applicable from September 2025.

This included an update to CELT, to ensure they understood the new law and its

reference in the ethics and transparency modules in the compliance training.

An update of the recently introduced risk-based data privacy strategy was

provided to the Committee, outlining how the specialist data privacy team will

prioritise high-risk areas, leveraging the standardisation of global policies and

processes and targeted training to allow low-risk activities to be primarily

managed more efficiently and timely in the business, promoting innovation

and growth.

2. Risk management and compliance

continued

100

Convatec Annual Report and Accounts 2025

Governance

Audit and Risk Committee report

continued

Committee’s role

Decisions and actions taken by the Committee

Regulatory compliance – ESG and TCFD

–

Approve ESG assurance partner appointment

and review their report

–

Approve ESG-related metrics subject to external

(limited) assurance (see page 33)

–

Approve TCFD disclosure

–

Oversight of Convatec Cares responsible

business ambitions and targets

–

Review Responsible Business section of the 2025

ARA for compliance with all applicable

regulations (pages 32 to 53)

The Committee closely monitors ESG matters, including relevant reporting and

progress towards our net zero ambition, and has oversight of stakeholder

expectations and disclosure requirements.

An initial transition plan was established in 2023 and the Committee has

continued to monitor progress in delivering the actions required to iterate this

further, ensuring a roadmap is in place to meet the commitments we have

made, notwithstanding dynamic market considerations and externalities

beyond the Company’s control that will make the delivery of our long-term net

zero ambition a reality.

Reporting requirements remained a key area of focus for the Committee

throughout 2025. Notwithstanding appropriate preparation for the EU CSRD,

the announcement of the EU Omnibus Directive, aimed at simplifying

sustainability-related compliance, delayed reporting timelines and deferred

reporting obligations. The Committee will continue to receive updates on the

evolving regulatory landscape, including the UK Sustainability Reporting

Standards, and monitor improvements in internal reporting processes to

ensure readiness. The Committee reviewed and supported the continued

alignment of our responsible business ambitions to the FISBE strategy, key

stakeholders and focus on sustainable growth.

Anticipating the requirement to further expand the scope of assurance over

ESG metrics to meet CSRD requirements, the Committee approved a transition

from Deloitte to EY for ESG limited assurance in early 2025. As a result of the

considerations outlined, the Committee approved limiting the scope of

external assurance in 2025 to ESG metrics relating to Scope 1 and 2

greenhouse gas emissions and energy. Limited assurance over these metrics is

aligned to market practice and stakeholder expectations, supported by greater

emphasis on internal control processes over all non-financial information,

including those metrics linked to senior executives’ remuneration.

Regulatory developments

–

Monitor the development of regulations relating

to ESG, TCFD, CSRD, climate change, fraud, audit

and corporate governance and FRC and FCA

reporting requirements and guidance, and any

other relevant evolving regulations

–

Oversight of management’s preparedness to

adopt the changing requirements

The Committee continued to keep abreast of guidance relating to new

regulations, including the revised requirements of the Code and CSRD. The

Committee received detailed briefings on both the Code and CSRD to ensure it

can navigate the requirements of these new regulations, calibrate Convatec’s

approach and monitor progress of related initiatives to ensure compliance in

the required timeframes. The Committee also received regular briefings from

the external auditor and Convatec’s ESG Steering Committee on regulatory and

other developments relating to sustainability, fraud and other disclosure and

reporting requirements, building the proposed timelines for implementation

of related changes into the Committee’s forward agenda.

Treasury and debt

–

Provide oversight of the treasury function

–

Annually review and approve the Group’s

Treasury Policy

–

Review activities of the treasury function,

including the status of treasury instruments, the

indebtedness of the Group and compliance with

covenants within its debt instruments and the

Treasury Policy

The Committee received regular updates regarding compliance with the

Treasury Policy, covenants and other conditions of financing arrangements.

The Committee reviewed and approved the proposals for the issuance of

$500m senior unsecured notes, which was finalised in September 2025, to

diversify the capital structure and maturity profile of the Group. The

Committee was pleased to note that the bond was well received, and closed

quickly on the market, reducing overall borrowing costs to the Group.

The Treasury Policy was updated to reflect the changes to the Group’s capital

structure and was reviewed and approved at the December 2025 meeting.

Tax

–

Provide oversight of the tax function

–

Review the key aspects of taxation, including

compliance, accounting judgements, reporting,

Tax Strategy and the external reporting

requirements of regulators and tax bodies

–

Annually review and recommend to the Board

for approval the Group’s updated Global Tax

Strategy statement for publication

The Committee continues to review the appropriateness of the Tax Strategy to

ensure the alignment with the Group’s tax risk profile and continues to be

satisfied that the Group manages its tax affairs carefully, ensuring that we

operate within our tax risk appetite.

The judgements underpinning the provisions for uncertain tax positions were

scrutinised by the Committee and considered to be appropriate and in line with

the requirements of IFRIC 23,

Uncertainty over Income Tax Treatments.

The Committee reviewed the tax rates to be applied during the year compared

to the guidance previously disclosed.

2. Risk management and compliance

continued

101

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

The Internal Audit function provides independent, objective assurance to the Board, the Committee and senior management on

the adequacy and effectiveness of the Group’s risk management, governance and internal control framework and processes.

The Committee oversees the work of the internal audit team as follows:

Focus areas

Decisions and actions taken by the Committee

Annual audit plan and resources

Monitored progress in delivery of the approved 2025 audit plan and approved

amendments to the plan to reflect emerging risks and changes in priorities.

Reviewed and challenged the 2026 audit plan, which includes risk-based

reviews of financial, operational, strategic and compliance risks, reviews of

emerging risks and business change activity, together with assurance over risk

management activities. The Committee also considered the adequacy and

capabilities of the internal audit resource and budget to enable effective

delivery of the audit plan.

Audit conclusions

Reviewed the results of the audits conducted (including management’s response

to the audit findings and recommendations) and considered emerging themes

of concern. Actions arising from audits rated with more significant weaknesses

were closely monitored, with responsible management invited to present their

response to the audit finding and action plans directly to the Committee where

appropriate, thereby emphasising the need for considered, timely and

deliverable responses. The Committee was pleased to note the continued focus

by management on the timely closure of audit actions.

Effectiveness of the internal audit function

A formal assessment was undertaken by the Committee, including obtaining

direct feedback from CELT members and other relevant management.

Both management and the Committee concluded that the internal audit

function continued to be highly effective and provided robust, challenging and

quality audits.

3. Internal audit

102

Convatec Annual Report and Accounts 2025

Governance

Audit and Risk Committee report

continued

The Committee is responsible for overseeing the relationship with the external auditor, the audit process and the effectiveness

and quality of the audit.

The following table summarises the steps taken by the Committee in overseeing the effectiveness of the 2025 audit and its

quality. In addition, the Committee has monitored the progress by EY in the fulfilment of its transition plan (which the

Committee approved in early 2025), ensuring that the firm will be ready to assume responsibility for the external audit effective

for the 2026 year end.

Significant matters for review

Decisions and actions taken by the Committee

The annual audit plan and strategy, including the

scope of the audit, changes in approach and

methodology, emerging industry and Group-

specific risks

The Committee reviewed and approved the audit plan and scope for the 2025

audit of the Group accounts.

Key developments in the geopolitical and macroeconomic environments

impacting the audit risk assessment were reported to the Committee to assess

the impact on the audit approach.

Audit scope and risk assessment

The Committee noted the continued global shared service centre audit

approach, resulting in significant scope of audit testing performed by the

Deloitte team co-located with Convatec Business Services (CBS) in Lisbon, with

in-market teams restricted for specific audit components not managed by CBS.

The Committee reviewed the risk assessment performed by Deloitte and the

proposed audit scope, and considered it to be appropriate and aligned to the

key developments in the Group’s business.

Audit materiality level, including Group materiality

and component materiality

Reviewed and agreed the methodology for calculating the materiality,

which was consistent with previous years.

Audit fee and terms of engagement

Approved the audit fee and terms of engagement, ensuring no impact on

scope of audit or quality of resource engaged due to the agreed fee level.

Audit findings, significant issues and other

accounting judgements

Discussed with Deloitte and management throughout the year,

and particularly during the year-end audit.

Deloitte’s independence, objectivity and quality

control procedures

Independence and objectivity were confirmed and quality control procedures

reviewed (see the next page).

4. External audit

103

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Audit quality and effectiveness

The Committee monitors the

effectiveness of the external audit

continuously throughout the year,

with a formal assessment undertaken

in December and subsequently updated

and approved post audit completion in

February. The Committee considered:

–

The quality of the audit team and

involvement by the lead audit partner

–

The adequacy of audit planning

–

The timely and robust execution of

the audit

–

The quality of communications with

the Committee

–

Auditor independence and objectivity

The Committee also took into

consideration the highly professional

and collaborative approach that Deloitte

have adopted in facilitating the induction

and transition of EY, who will be the

Group’s external auditor for the 2026

financial year. In addition, the Committee

noted the FRC’s most recent Audit

Quality Review conclusions relating

to Deloitte as a firm and any specific

findings that may relate to Convatec.

The Committee’s review concluded that

the 2025 audit was very effective and the

external auditor had:

–

A good understanding of the business

–

Continued to provide the Committee

with strong opinions, views and

insights

–

Provided clear evidence of robust and

objective challenge of management

–

Exercised appropriate scepticism in

relation to key audit matters and

estimates

–

Reliably interpreted evidence provided

by management

–

Involved relevant specialists and used

specialist resource to support their

conclusions where appropriate

The Committee thanks the current

external audit team from Deloitte for its

provision of a high-quality, very effective

and robust audit.

Audit independence

The Committee has responsibility for

monitoring auditor independence and

objectivity. The Committee enforces the

Group’s policy on the provision of

non-audit services, aligned with the

FRC’s Ethical Standard, which requires

non-audit engagements performed by

the external auditor to be approved by

the Committee. In 2025, the Committee

approved a change in the Non-Audit

Services Policy, with an increase of the

fee cap of permissible services to 25%

(previously 10%) of average audit fees

billed to the Group by the auditor in the

past three financial years, with the

provision, in extreme circumstances, to

gain approval from the Committee for up

to 70% (in line with the threshold in the

FRC’s Ethical Standard). The Group was

compliant with the policy in 2025, when

non-audit fees (which were not

significant in quantum) principally

related to the bond issuance and the

interim review of the Group’s half-year

unaudited financial statements. A

summary of fees paid to the external

auditor is set out in Note 3.3 to the

Consolidated Financial Statements

(page 143).

In addition, the Committee’s review of

the independence of the external auditor

included:

–

Confirmation from Deloitte that they

remained independent and objective

within the context of applicable

professional standards

–

Monitoring the tenure and rotation of

the lead and engagement partners.

Claire Faulkner rotated into the role of

lead partner in 2021 and David Holtam

assumed the role of engagement

partner in 2023

–

Monitoring the tenure and rotation of

other key personnel

–

Observing the relationship and tone of

communication between management

and the auditor

–

Deloitte reconsidering and

reconfirming their audit independence

under the 2024 Ethical Standard for

Auditors, given Margaret Ewing’s

position as both a former partner

of Deloitte LLP and chair of this

Committee, with Deloitte and the

Committee (excluding Margaret)

concluding that this relationship

does not affect the external auditor’s

independence

The Committee concluded that Deloitte

remained appropriately independent in

the role of external auditor.

External auditor appointment and

engagement tender

At the AGM on 22 May 2025, shareholders

approved the reappointment of Deloitte

as the Group’s external auditor. Deloitte

has been the Group’s external auditor

since the Company’s Listing in October

2016 and prior to this were the Company’s

external auditor for the period 2008 to

2016 whilst the Company was in private

equity ownership. For the purposes of

complying with the requirements of

The Statutory Audit Services for Large

Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Responsibilities)

Order 2014, Deloitte’s ‘qualifying’

tenure as the Group’s external auditor

commenced in October 2016.

During 2024, the Committee undertook

a formal competitive tender (not

mandatory rotation). After a robust

process, and considerable discussion,

the Committee recommended to the

Board that EY be appointed as the

Group’s auditors, effective for the 2026

financial year audit. The Board approved

the appointment at its meeting in June

2024. A detailed transition plan was

developed by EY with Group financial

management and Deloitte and the teams

are on track to successfully complete

with EY observing the outcome of the

2025 audit.

Certain knowledge sharing sessions

have taken place and the lead and

engagement partners have attended

the Committee meetings in 2025 in a

non-participatory basis.

EY were engaged to provide ESG

assurance during the year, which does

not impact their independence ahead of

their appointment as Group auditor in

2026. No other non-audit services were

provided by EY in 2025 in order to

safeguard their independence.

104

Convatec Annual Report and Accounts 2025

Governance

Committee membership, meetings and attendance

in 2025

Director

Member since

Scheduled meeting

attendance

Brian May¹

March 2020

6/6

Constantin Coussios

January 2022

6/6

Kim Lody

February 2022

6/6

Sharon O’Keefe

March 2022

6/6

Mr May was appointed Chair of the Committee on 1 September 2020.

2. The Deputy Company Secretary attends meetings as the Secretary to the Committee. The Chair, CEO,

CFO, General Counsel and Company Secretary, Chief People Officer and VP Head of Global Total Rewards

& Recognition attend meetings of the Committee by invitation, as does the Committee’s appointed

adviser. Attendees are absent when their own remuneration is under consideration.

Brian May

Chair of the

Remuneration Committee

Chair’s

statement

Directors’ Remuneration report

“Against the backdrop of a leadership transition

and another strong performance in 2025, our

focus on building capability and developing talent

has positioned Convatec effectively to drive the

business forward and deliver our strategy”

Committee introduction and overview

Activity highlights

–

Ensured remuneration arrangements

for the Executive Directors and Convatec

Executive Leadership Team (CELT)

members in 2025 supported delivery

of Convatec’s strategic goals and

stakeholder objectives

–

Reviewed competitiveness of reward for

Executive Directors, to understand our

ability to retain key talent and attract

successors when required

–

Gained approval for changes to our

Remuneration Policy at our Annual General

Meeting (AGM) and offered additional

shareholder engagement to comply with

corporate governance requirements

–

Determined arrangements for new

CEO and CFO in accordance with the

Remuneration Policy

–

Ensured the way we operate as a

Committee reflects best practice

guidelines, including review of our terms

of reference and Committee

performance review to support

continuous improvement

2026 priorities

–

Maintain stretching targets for variable

reward, ensuring continued alignment

between executive remuneration and

the broader shareholder experience

–

Ensure a robust pay for performance

philosophy, supporting the attraction,

retention and motivation of senior leaders

–

Ensure compliance with regulatory

requirements and the Committee’s terms

of reference, maintaining high standards

of governance and accountability, and that

all decisions remain consistent with the

Remuneration Policy and best practice

Key areas of responsibility

–

Designs, recommends and implements

Convatec’s Remuneration Policy, packages

for the Executive Directors and other CELT

members, and sets the fee for the

Non-Executive Chair

–

Ensures appropriate alignment of executive

remuneration with the remuneration

approach across the wider organisation

In this section you will find

Letter from the Chair of the

Remuneration Committee

Update from the Committee Chair on the

activities and decisions made in 2025 on

pages 105 and 106.

Our remuneration at a glance

Page 107

Our Annual Report on Remuneration

How we implemented our Remuneration

Policy during 2025 and how we intend to apply

it in 2026, pages 110 to 121. This includes

insight on the wider workforce, including our

CEO pay ratio.

Meetings held

1 additional meeting in 2025

(2024: 5)

Attendance

100%

(2024:90%)

Our driving principles behind

remuneration remain unchanged:

Incentivise sustained strong financial

performance

Align rewards with the delivery of the

Group’s strategy and long-term

interests of shareholders

Help attract, motivate and retain the

best talent to deliver the Group’s

strategy and create long-term

shareholder value

Remuneration principles

105

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Committee focus and

activities during 2025

Policy development

–

Developed new Policy, incorporating

investor feedback, and submitted

for AGM approval

–

Received approval for new Policy

and offered additional engagement

with shareholders

–

Implemented Policy in year

Remuneration packages

–

Approved Executive Director and CELT

salaries for 2025

–

Approved the 2024 bonus outcomes

for Executive Directors and CELT

–

Approved 2025 Long-Term Incentive

Plan (LTIP) award levels for Executive

Directors and CELT

–

Determined death-in-service benefits

to be applied to former CEO, Karim

Bitar

–

Approved fixed and variable pay for

new CEO, Jonny Mason and new CFO,

Fiona Ryder

Setting performance targets

–

Reviewed and set financial targets

for 2025 annual bonus and 2025

LTIP awards, in the context of

multiple internal and external

reference points for performance

over the relevant period

Equity incentives

–

Confirmed outcome of Performance

Share Plan (PSP) awards linked to

three-year performance period

ended 31 December 2024

–

Reviewed developments in the

executive remuneration landscape

Workforce remuneration

–

Received updates on workforce

remuneration policies and practices,

including improvements made to

insured benefits and retirement plans

–

Received updates on our gender pay

gap position within the UK, and pay

equity across the global business

–

Reviewed global trends in pay equity

and transparency and how this may

impact Convatec, with a focus on

readiness for EU Pay Transparency

Directive requirements

Effectiveness

–

Undertook an annual performance

review of the Committee, including

setting of annual objectives and review

of terms of reference

–

Worked with Willis Towers Watson

to analyse AGM and global trends

Letter from the Chair

of the Remuneration

Committee

On behalf of the Board, I am pleased to

present the report of the Remuneration

Committee for the year ended 31 December

2025. Throughout this year, the

Committee has maintained a strong

focus on ensuring that our remuneration

framework underpins the delivery of

our strategy, is closely aligned with

shareholder interests, and considers the

needs and experiences of our workforce.

We are committed to regularly reviewing

our reward structures to ensure they

remain competitive and effective in

attracting, motivating and retaining the

talent required to deliver our strategy.

Introduction

In 2025, we sought your approval for

three key resolutions at the AGM: the

Directors’ Remuneration Report; the

revised Remuneration Policy (the

Policy); and the Convatec Group

Omnibus Incentive Plan. The revised

Policy was developed following extensive

engagement with shareholders and

proxy voting agencies, and we were

pleased to receive your support.

However, as the vote for the Policy

and the Omnibus Incentive Plan was

less than 80%, we offered further

engagement as we highly value our

shareholders’ views and appreciate

the strong support we have received

in recent years. Limited additional

engagement was requested by

shareholders, and a statement was

published on Convatec’s website

accordingly in compliance with the UK

Corporate Governance Code. We have

applied the Policy in our remuneration

decisions for 2025 and remain steadfast

in ensuring alignment with our business

strategy and our ongoing ability to

attract and retain high-calibre

international talent.

CEO succession

In August 2025, we announced that Karim

Bitar, CEO, would be taking medical leave.

Jonny Mason, then CFO, was appointed

as interim CEO with immediate effect,

and Fiona Ryder, Group Financial

Controller, was appointed interim CFO.

Fiona at that time was not appointed

as an Executive Director. Following the

announcement on 27 October 2025 of

Karim’s very sad passing, the Nomination

Committee undertook a rigorous

process,

culminating in the permanent

appointments

of Jonny as CEO and Fiona as

CFO on 6 November 2025. Fiona also then

joined the Board as an Executive Director.

Jonny Mason’s salary for the interim role

was set at £1,010,000, matching that of

Karim Bitar; existing bonus and long-

term incentive provisions remained in

place. Upon his permanent appointment,

to the position of CEO, the Committee

agreed to maintain the same salary and

bonus arrangements, while increasing

his long-term incentive provisions, from

2026, to those previously received by

Karim as CEO. Jonny is required to build

a shareholding of 500% of salary from

his appointment date as permanent CEO.

In determining the appropriate

remuneration for Fiona Ryder’s

appointment as permanent CFO, the

Committee considered pay practices

in our global MedTech peer group as

well as those in the FTSE 100. With her

substantial experience as a finance leader

in global businesses, including roles in the

UK, US and Singapore, and her significant

contribution to Convatec’s strategic focus

on simplification and productivity, Fiona

was offered the same remuneration

package as her predecessor, Jonny

Mason. This includes a base salary of

£548,500 and a maximum annual bonus

opportunity of 200%, effective from her

date of appointment, 6 November 2025.

Long-term incentive provisions will apply

from 2026 and be aligned to those

previously received by Jonny as CFO.

Fiona is required to build a shareholding

of 300% of salary from her appointment

date as CFO.

Remuneration arrangements for Karim

Bitar were managed within the terms set

out in the Directors’ Remuneration Policy,

and in accordance with share plan rules

relating to death in service. Further details,

including exercises of discretion by the

Committee, are available on page 115.

Incentive outcomes for the year

ended 31 December 2025

The Board is pleased with Convatec’s

continued strategic progress and

performance in 2025, delivering long-term

returns to our shareholders. In determining

annual and long-term incentive outcomes,

the Remuneration Committee considers

not only the financial results against set

targets but also Convatec’s broader

business performance.

106

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

The year ahead and alignment

of incentives with strategy

The Committee has approved a base

salary increase of 3% for both Executive

Directors, effective from 1 April 2026,

following a review of market practice in

our global MedTech peer group and the

FTSE 100. This increase is aligned to that

being provided to UK employees in 2026.

The performance measures for annual

and long-term incentives will remain

unchanged for 2026, as they continue to

support the Company’s strategic

priorities. To further align with the CELT

and the wider workforce, the annual

incentive plan weightings will be

realigned: adjusted operating profit will

remain at 40%; organic revenue growth

will reduce to 20% (from 25%); free cash

flow to equity will increase to 20% (from

15%); and strategic personal objectives

will remain at 20%, with 5% relating to

quantifiable environmental social and

governance (ESG) metrics. The maximum

annual bonus opportunity for both

Executive Directors will remain at 200%

of base salary.

Long-term incentives will continue

to be delivered through a combination

of Performance Shares and Restricted

Shares, with a maximum opportunity

of 525% of salary for Jonny Mason and

325% for Fiona Ryder. Jonny will be

granted a Performance Share Award (PSA)

of 425% of salary and a Restricted Share

Award (RSA) of 100% of salary. Fiona will

be granted a PSA of 250% of salary and

a RSA of 75% of salary. The vesting of the

Performance Share element of awards

will be based on a combination of metrics:

organic revenue growth (25%), adjusted

earnings per share (EPS) growth (50%)

and relative TSR against the constituents

of the S&P Global

Healthcare Equipment

& Services index (25%).

Annual incentive

The Group achieved 6.4% organic

revenue growth (excluding

InnovaMatrix

), adjusted operating

profit growth was 10.2% on a constant

currency basis, and free cash flow to

equity was $241m; more information

is available in the Financial Review on

pages 22 to 27. Based on these results,

the Committee approved payouts under

the 2025 annual bonus as follows: 81.6%

of maximum for Karim Bitar; 81.6% of

maximum for Jonny Mason, calculated

using a pro-rated salary to reflect his

time as CFO, interim CEO, and CEO;

and 81.6% of maximum for Fiona Ryder,

based on her tenure as an Executive

Director. The Committee further

reviewed these formulaic outcomes

in the context of the Group’s overall

performance and stakeholder

experience. The Committee was satisfied

that the formulaic outcomes under the

incentive plans were a fair reflection

of the overall strong performance,

against the context of the wider Group

achievement and the shareholder

experience and did not use any

discretion to alter these values. A full

breakdown of the stretching targets we

set, and the associated final outcomes

is provided within this disclosure.

Long-term incentive

Over the three-year period 2023-25,

strong financial performance in terms

of organic revenue growth, annualised

growth in adjusted profit before tax,

and financial returns relative to our total

shareholder return (TSR) peer groups

resulted in a vesting outcome of 85.1%

of maximum for the 2023 PSP for Jonny

Mason and Fiona Ryder. The Committee

approved an outcome of 85.2% for Karim

Bitar in accordance with the plan rules,

using actual TSR performance at the date

of the vesting of his award due to death

in service. The Committee determined

the formulaic vesting outcomes were

appropriate given the business’s wider

performance and did not apply any

discretion to adjust the outcome.

As detailed on page 112 a Restricted

Share Plan (RSP) award also vested at

100% for Fiona Ryder; this was granted

prior to her appointment as an

Executive Director.

In summary

Convatec has demonstrated resilience

in the face of uncertainty and change.

Our new CEO and CFO are well-positioned

to lead the Company and execute our

strategy. With Convatec’s strong

innovation pipeline and ongoing

efforts to enhance productivity, we

are confident we can deliver long-term

value to stakeholders as we bring to

life the Company’s vision,

Pioneering

trusted medical solutions to improve

the lives we touch

, supported by our

remuneration arrangements.

On behalf of the Committee, thank

you for your continued support and

engagement. I hope you will support the

Directors’ Remuneration Report for 2025

at the forthcoming AGM.

Brian May

Chair of the Remuneration Committee

23 February 2026

107

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Maximum

Single ﬁgure 2025

On-target

Minimum

£9,473,682

£7,647,606

£6,000,102

£987,895

Minimum

Annual bonus

LTIP

Maximum

Single ﬁgure 2025

On-target

Minimum

£795,807

£754,013

£682,796

£103,493

Minimum

Annual bonus

LTIP

Maximum

Single ﬁgure 2025

On-target

Minimum

£4,046,901

£3,574,638

£2,772,995

£829,929

Minimum

Annual bonus

LTIP

Remuneration at a glance – 2025

This section provides a summary of the way we have implemented the Policy in 2025.

2025 remuneration: outcomes vs performance scenarios

2025 annual bonus outcomes

The charts below show how actual performance contributed to the bonus payouts for the Executive Directors for 2025:

Chief Executive Officer Jonny Mason (£’000)

Annual bonus: 163.2% of salary (£1,199,292); 81.6% of maximum bonus

opportunity. LTIP: vesting of 85.1% of maximum (£1,145,669); and the

grant of a restricted share award of £399,748.

Adjusted operating profit¹ (40% weighting)

Free cash flow to equity (15% weighting)

Organic revenue growth¹ (25% weighting)

Personal strategic objectives (inc. ESG) (20% weighting)

Former Chief Executive Officer Karim Bitar (£’000)

Annual bonus: 163.2% of salary (£1,647,815); 81.6% of maximum bonus

opportunity. LTIP: early vesting of all awards due to death in service

(£5,011,896). See page 115 for details.

Karim’s outcomes and performance scenarios have been calculated

as follows:

–

Maximum is fixed remuneration plus maximum bonus based on

full-year salary and LTIPs (for 2023–25; 2024–26; and 2025–27)

at maximum with time pro rating as detailed on page 115

–

Single figure is as per the single figure table on page 111

–

On-target is fixed remuneration plus on target bonus based on

full-year salary and LTIPs (for 2023–25; 2024–26; and 2025–27)

at target with time pro-rating as detailed on page 115

–

Minimum is fixed remuneration earned until the date of death

in service

Chief Financial Officer Fiona Ryder (£’000)

Annual bonus: 163.2% of salary (£137,960); 81.6% of maximum bonus

opportunity. LTIP: vesting of 85.1% of maximum (£60,490) for PSP, and 100%

(£71,124) for RSP; and the grant of a restricted share award of £380,945.

Target = Assumes fixed remuneration plus target annual

bonus (50% of maximum) and 60% vesting of LTIP awards

Performance outcome: 100% of maximum forthis element.

Adjusted operating profit is calculated on a constant currency basis using a

budget rate.

Performance outcome: 32% of maximum forthis element. More information

on the free cash flow to equity is available in the Financial Review on pages 22

to 27.

Performance outcome: 74.1% of maximum for this element.

Organic revenue growth is calculated on a constant currency basis using

at budget rate, excluding InnovaMatrix

Performance outcome: 91.3% of maximum for this element.

Personal strategic objectives were set for each Executive Director in relation

to the following areas of strategic focus for 2025: customer, people, product/

service improvement and Business performance. Details of the objectives set

forthe Executive Directors, andperformance against these, are on page 111.

Target = Assumes fixed remuneration plus target annual

bonus (50% of maximum) and 60% vesting of LTIP awards

Threshold

Target

Maximum

Actual

5.5% growth

7% growth

6.2% growth

Karim Bitar

Jonny Mason

Fiona Ryder

91.3%

of max

91.3%

of max

91.3%

of max

Threshold

Target

Maximum

Actual

$505m

$520m

$550m

$551m

Threshold

Target

Maximum

Actual

$234m

$258m

$282m

$241m

108

Convatec Annual Report and Accounts 2025

Governance

Threshold

Maximum

Actual

3.5%

6.5%

6.6%

Threshold

Maximum

Actual

3.1%

12.5%

0.0%

Threshold

Maximum

Actual

12.5%

12.7%

Threshold

Maximum

Actual

3.1%

12.5%

10.1%

Directors’ Remuneration report

continued

Our remuneration at a glance 2026

This section provides a summary of proposed implementation relating to 2026, as permitted by our Remuneration Policy, which

was approved by shareholders at the AGM on 22 May 2025, a copy of which can be found at www.convatecgroup.com/siteassets/

convatec-ara-2024.pdf. Our Policy reflects principles which the Committee considered as part of its development:

–

Clarity:

we are committed to transparent disclosure of our remuneration structures and decisions, including clear rationale and

context for these.

–

Simplicity:

our Policy and approach to its implementation is simple and well-understood internally and externally.

–

Risk:

remuneration arrangements are designed not to encourage or reward excessive risk taking, with targets set to be stretching and

achievable, and retaining Committee discretion to adjust formulaic bonus and LTIP outcomes to align with underlying performance.

–

Predictability:

there are defined threshold and maximum pay scenarios, which we have disclosed on page 107.

–

Proportionality:

there is a clear and direct link between performance and reward.

–

Alignment to culture:

the Committee has designed the Policy to align with the Group’s culture, driving behaviours that promote

the long-term and sustainable success of the Group for the benefit of all stakeholders.

Details of how the Company plans to implement the Policy for the year ending 31 December 2026 are provided below.

Our approach to implementing our Remuneration Policy in 2026

Rationale

Link to strategy

Base salary

Reviewed

annually

Policy:

Benchmarked periodically against comparable roles at

international MedTech peers, as well as UK-listed companies of similar

size and complexity. In deciding base salary levels, the Committee

considers personal performance, including the individual’s contribution

to the achievement of the Group’s strategic objectives. The Committee

will also consider employment conditions and salary levels across the

Group, and prevailing market conditions in the geographies in which the

Group competes for talent. Base salaries are reviewed annually with any

increases normally aligned with those of the wider workforce, and

effective from 1 April.

Implementation from April 2026:

Jonny Mason: £1,040,300 (+3.0%);

Fiona Ryder: £565,000 (+3.0%).

Base salaries are aligned

with the broader market

trends and UK workforce

increase of 3.0%.

Innovate

Build

Pension and

benefits

Policy:

Executives may receive a contribution to a personal pension

plan, a cash allowance in lieu or a combination thereof. Other benefits

normally include car allowance, medical insurance and life insurance,

and are set at a level considered appropriate taking into account

market practice and consistent with the wider workforce.

Implementation in 2026:

No change to the range of benefits

provided. Jonny Mason and Fiona Ryder will continue to receive a

pension benefit of 8.5%, aligned to that of the wider UK workforce.

Pension levels for all

Executive Directors

are aligned to the wider

workforce rate, in line

with prior commitment

to investors and market

expectations.

Annual bonus

Policy:

Maximum opportunity: 200% of salary (target: 50% of

maximum). Performance measures, targets and weightings are set at

the start of each year. Financial performance will normally be

weighted 80% of the overall opportunity, with the remainder (up

to 20%) linked to the achievement of personal strategic objectives. A

minimum of 5% of the bonus opportunity will be based on quantifiable

ESG metrics. One-third of any bonus earned is deferred into shares

normally for three years. Malus and clawback provisions apply.

Implementation in 2026:

Maximum opportunity of 200% of salary

for Jonny Mason and Fiona Ryder. The annual bonus will be based on:

adjusted operating profit (weighted 40%); organic revenue growth

(excluding InnovaMatrix

) (20%, reduced from 25% in 2025); free

cash flow to equity (20%, increased from 15% in 2025); and personal

strategic objectives (20%), of which 5% relate to quantifiable ESG

metrics. Adjusted operating profit and organic revenue are calculated

on a constant currency basis using a budget rate.

For 2026, we have set a target

for revenue growth excluding

InnovaMatrix

, and these

revenues will be removed

from the base year and 2026

outcomes when assessing

performance. We have done

this recognising the year-on-

year impact on group growth

of the revised CMS payment

rates for skin substitutes in

the US. This is only being

applied to the revenue metric,

and full disclosure of targets

and resultant performance will

be made in the next Directors’

Remuneration report.

Focus

Innovate

Simplify

Build

Execute

Organic revenue growth

(25% weighting)

Three-year compound

annualised growth in

adjusted PBT (50% weighting)

Relative TSR versus

FTSE 50–150

Relative TSR versus constituents

of S&P Global Healthcare

Equipment & Services Index

(12.5% weighting)

Performance outcome: 100%

of maximum for this element.

Performance outcome: 100%

of maximum for this element.

Performance outcome: 0%

of maximum for this element.

Performance outcome: 80.4%

of maximum for this element.

2023–25 LTIP outcomes

The charts below show how actual performance contributed to the LTIP (Performance Shares) awards vesting for the Executive

Director for the three-year period ended 31 December 2025. Overall, the LTIP vesting outcome was 85.1% of maximum.

109

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Our approach to implementing our Remuneration Policy in 2026

Rationale

Link to strategy

LTIP

Policy:

The maximum opportunity permissible under the LTIP will

be 525% for the CEO and 325% for the CFO. This is delivered through

a combination of Performance Shares and Restricted Shares.

Implementation in 2026:

Performance Shares: Award opportunity

of 425% of salary for Jonny Mason and 250% for Fiona Ryder.

Awards will vest subject to adjusted Earnings per share (EPS) growth

(weighted 50%), organic revenue growth (weighted at 25%), and TSR

versus the S&P Global Healthcare Equipment & Services Index (25%)

over the three financial years to 31 December 2028.

Restricted Shares:

Award opportunity of 100% of salary for Jonny

Mason and 75% of salary for Fiona Ryder, vesting in March 2029.

Malus and clawback provisions will apply to all awards made under

the LTIP. A two-year post-vesting holding period will also apply.

Full details of the performance targets set for these awards (where

applicable) and the timing and basis for when awards will be made

in 2026 is provided on page 118.

The LTIP continues to

underscore sustainable

growth and long-term value

creation and drive retention.

The performance conditions

(where applicable) and

reward structure are

designed to attract,

incentivise and retain

high-calibre talent from the

global healthcare sector and

more broadly.

Focus

Innovate

Simplify

Execute

Shareholding

requirement

Policy:

Executives are required to build up shareholdings of 500% of salary

for the CEO and 300% of salary for the CFO. These must be retained whilst

the Executive Directors remain on the Board. 50% of any net vested share

awards (after sales to meet tax liabilities) must be retained until the

minimum shareholding requirements are met.

Implementation:

Our agreed approach includes ordinary shares held

outright, shares not subject to future company performance conditions (on

a net of tax basis) and vested shares under our LTIP in a mandatory holding

period post vesting. At the end of 2025, Jonny Mason held shares worth

161% of his year-end 2025 salary and Fiona Ryder held shares worth 91%.

Executive Directors are required to hold 100% of their in-situ shareholding

requirements for 12 months after cessation and50% for the next 12 months.

Our shareholding

requirement is designed

to demonstrate alignment

with shareholder interest

and fosters a culture of

ownership and long-term

investment in the

Company’s success.

Focus

Remuneration principles

The Committee recognises and manages conflicts of interest when determining the Policy and no director is responsible for setting

their own remuneration. When setting remuneration for the Executive Directors, the Committee considers the following principles:

–

Incentivise sustained strong financial performance.

–

Align rewards with the delivery of the Group’s strategy and long-term interests of shareholders.

–

Help attract, motivate and retain the best talent to deliver the Group’s strategy and create long-term shareholder value.

–

Reflect market best practice and consistently adhere to principles of good corporate governance and encourage good risk management.

Malus and clawback

The Committee regularly reviews the Company’s approach to malus and clawback, and our Malus and Clawback Principles

determine the trigger events and time periods that these provisions relate to. Both our annual bonus and LTIP awards are covered

by these provisions, and they apply in circumstances including:

–

Cases of fraud, negligence or gross misconduct by the Executive Director;

–

Material financial misstatement in the audited financial results of the Group;

–

Error in calculation; or

–

Other exceptional circumstances at the Committee’s discretion.

The timeline over which malus and clawback provisions could be used is shown in the table below. These have been determined

to appropriately balance the timing of determination of awards/vesting with the underlying performance metrics that are used

to determine award levels and align with mandated deferral period under the annual bonus or holding period post vesting of

long-term incentives awards.

Cash bonuses will be subject to clawback, with deferred bonus shares being subject to malus, over the deferral period. LTIP awards

will be subject to malus over the vesting period and clawback from the vesting date to the second anniversary of the relevant vesting

date.

This timeframe is effective and proportionate to the operational nature of the business, allowing for malus on deferred bonus

shares for up to three years following the determination of Company performance upon which the award was made. For LTIP

awards this aligns with the mandatory holding period in place for shares post vesting and again extends for a significant timeframe

(five years) from when the original grant of awards was made.

The malus and clawback provisions were not used in the 2025 reporting period.

Summary of malus and clawback

Malus

Clawback

Annual Bonus – Cash Payments

Up to point of cash payment

Yes – aligned to share deferral period

Annual Bonus – Deferred Shares

Up to point of vest (three years after completion of

performance period that determined the award)

None post vesting

Share awards under LTIPs

During vesting period

Up to 2nd anniversary of respective vesting date

110

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

Our annual report on remuneration

Introduction

This section of the Remuneration report provides details of how our Remuneration Policy was implemented during the financial

year ended 31 December 2025, and how it will be implemented during the year ending 31 December 2026. It has been prepared

in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and

Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the FCA’s Listing Rules.

In accordance with the Regulations, the following sections of the Remuneration report are subject to audit: the single total figure

of remuneration for Executive Directors and Non-Executive Directors, and accompanying notes (pages 111 and 113), scheme

interests awarded during the financial year (page 113), payments to past Directors (page 115) and the statement of Directors’

shareholdings (page 121). The remaining sections of the report are not subject to audit.

Committee membership in 2025

Details of the membership of the Committee, the number of times it met during 2025 and attendance at its meetings are set out

on page 104.

Committee responsibilities

The Committee’s key areas of responsibility are also set out on page 104.

Committee performance evaluation

A performance evaluation of the Remuneration Committee was carried out in 2025, facilitated by an external consultant, Lintstock,

by way of a detailed questionnaire. The evaluation confirmed that the Committee was functioning effectively and addressing all

areas of its remit in a systematic manner. Recommendations included ensuring that Committee members continue to have full

access to appropriate training and support, to include UK Governance trends, recognising that a number of Committee members

were based in the US.

Advisers

During the year, Willis Towers Watson (WTW) reported to the Chair of the Committee and provided reward survey benchmark

data to the Company. WTW is considered to be independent by the Committee. Fees paid to WTW are determined on a time and

materials basis and totalled £100,000 (excluding expenses and VAT) for the 2025 financial year in its capacity as adviser to the

Committee. WTW is a member of the Remuneration Consultants Group and, as such, voluntarily operates under the Code of

Conduct in relation to executive remuneration consulting in the UK (www.remunerationconsultantsgroup.com).

Summary of shareholder voting

The following table shows the results at the 2025 AGM of the advisory vote on the 2024 Annual Report on Remuneration and the

binding vote on the 2025 Remuneration Policy.

Resolution

Votes “for”

Votes “against”

Votes “withheld”

2025 AGM: To approve the Directors’ Remuneration Policy (Binding)

67.04%

32.96%

32,567,687

2025 AGM: To approve the Directors’ Remuneration Report (Advisory)

98.20%

1.80%

112,303

2025 AGM: To approve the Convatec Group Omnibus Incentive Plan (Binding)

75.64%

24.36%

32,556,710

Votes “withheld” are not votes in law and, therefore, have not been included in the calculation oftheproportion of votes “for” or “against” each resolution.

111

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Single total figure of remuneration for Executive Directors (audited)

The following table sets out a single figure for the total remuneration received by each Executive Director for the 2025 financial year

and compares this with the equivalent figure for the 2024 financial year. The Remuneration Policy has operated as intended in 2025

with no deviations from the approved Policy.

LTIP

Director

Base

salary

’000

Taxable

benefits

’000

Annual

bonus

’000

Vested share

awards

’000

Restricted

share awards

’000

Pension

benefit

’000

Total

fixed

’000

Total

variable

’000

Total

’000

Karim Bitar

2025

£835

£82

£1,648

£5,012

£71

£988

£6,660

£7,648

2024

£972

£76

£1,937

£2,230

£83

£1,131

£4,167

£5,298

Jonny Mason

2025

£735

£32

£1,199

£1,146

£400

£63

£830

£2,745

£3,575

2024

£528

£16

£1,052

£1,243

£45

£589

£2,295

£2,884

Fiona Ryder

2025

£84

£12

£138

£132

£381

£7

£103

£651

£754

Karim Bitar’s pay and benefits reflects time served in the year up to and including the date of his death in service, which was also his last day of employment (26 October 2025).

Benefits consist primarily of car allowance, private medical insurance, life assurance and permanent health insurance. For Karim Bitar, private medical was provided in the form

of a healthcare allowance of £50,000 payable per annum.

Reflects the total bonus awarded for performance in the relevant financial year. One-third of the bonus earned by Jonny Mason and Fiona Ryder is deferred into shares for three

years (the vesting of which is not subject to any further performance conditions). The bonus for Karim Bitar will be paid entirely in cash, to his estate, following the decision taken

by the Committee to exercise discretion.

The figure represents the estimated value of LTIP awards made to Jonny Mason and Fiona Ryder in March 2023; although Fiona Ryder was not an Executive Director at the time

of the grant of the award, the Committee has chosen to disclose her figure on a voluntary basis. Fiona’s 2023 award represented 60% of her January 2023 salary, with 50%

provided in the form of a PSP and 50% provided in the form of a RSP, in line with other senior management at that time. The award for Jonny, and the PSP for Fiona, shall vest on

the third anniversary of grant at 85.1% of maximum based on performance over the three-year performance period ending 31 December 2025 (further details ofwhich are set

out on page 112); the RSP for Fiona will vest in full. The estimated values shown in the table above use the three-month average share price for the period ended 31December

2025 (£2.38) and will be trued up in next year’s report to reflect their value (including any accrued distribution which were reinvested into shares) on the vesting date. The 2025

figure for Karim Bitar is the value of LTIP (performance and restricted share) awards made to him in March and June 2023, March 2024, and March and June 2025, which vested

in October 2025 following his death in service; full details are provided on page 115. The value of vested shares has increased by £83k for Jonny Mason since the respective

award dates as a result of share price appreciation (awards were granted at £2.21 per share). The 2024 figure has been updated from that disclosed in our last Annual Report for

Jonny Mason and Karim Bitar to reflect the actual value of the 2022 LTIP when it vested in March 2025, with an associated share price of £2.56.

The figure represents the value of RSA made to Jonny Mason in June 2025 (75% of salary, with a share grant price of £2.65 per share). Although Fiona Ryder was not an Executive

Director at the time of the grant of her RSP in March 2025, the Committee has chosen to disclose her figure on a voluntary basis (share grant price was 265p per share). These

values are reported as they are included in the share shareholding figures on a net of tax basis.

Karim Bitar’s, Jonny Mason’s and Fiona Ryder’s pension benefits in the year are equivalent to 8.5% of base salary, in line with the wider UK workforce.

Total of base salary, taxable benefits and pension benefit.

Total of annual bonus and LTIP.

Jonny Mason’s 2025 figures for base salary, annual bonus, and pension, reflect his time and salary in the positions of CFO, interim CEO and CEO.

10. Fiona Ryder’s figures are from her date of appointment to Executive Director, 6 November 2025.

Incentive outcomes for the year ended 31 December 2025 (audited)

Annual bonus in respect of performance in the 2025 financial year

For 2025, the Executive Directors serving during the year had a maximum bonus opportunity of 200% of their 2025 base salary. Any

payments under the annual bonus are normally payable two-thirds in cash and one-third in shares, deferred for three years; due to

Karim Bitar’s death in service, his payment will be made fully in cash to his estate. The on-target opportunity was 50% of maximum.

The annual bonus for 2025 was based on a combination of adjusted operating profit

(weighted 40%), organic revenue growth

(25%), free cash flow to equity (15%) and personal strategic objectives (20%), of which 5% relate to quantifiable ESG metrics.

The tables below summarise the structure of the 2025 annual bonus, the targets set, our performance over the financial year and

the resulting annual bonus payout.

Performance targets

Financial measure

Link to corporate strategy

Threshold

0% payout

Target

50% payout

Maximum

100% payout

Actual

performance

Adjusted operating profit

Focus

Innovate

Simplify

$505m

$520m

$550m

$551m

Organic revenue growth

Focus

Innovate

Simplify

5.5%

6.2%

Free cash flow to equity

Simplify

Execute

$234m

$258m

$282m

$241m

Objectives and actual performance

CEO

(Karim Bitar and

Jonny Mason)

–

Grew key market sales ahead of other markets.

–

Customer net promoter score (cNPS) fully embedded across all business units: actioning insights leading to increased customer loyalty.

–

Convatec’s employee net promotor score (eNPS) remains in the top decile for colleague engagement with strong progress made in all categories

and two global surveys carried out.

–

Key market strategy, delivering sustainable and profitable growth, a strong cash flow position and strengthening Convatec’s competitive position.

–

Effective pipeline progression with strong pipeline of new products.

–

Continued delivery of improvements in overall quality of products, greenhouse gas emissions and increased diversity through women in senior

leadership positions.

CFO

(Jonny Mason and

Fiona Ryder)

–

Guided the business to deliver on all financial targets for the year, including revenue growth; margin expansion; earnings increase; and cash generation.

–

Continued expansion of Finance, IT and Convatec (formerly ‘Global’) Business Services (CBS) scope, with improved services at lower cost, and roll-in

of Latin American countries.

–

Delivered process improvements in core processes (such as purchase to pay), evidenced by increases in eNPS.

–

Demonstrated succession planning with several internal senior promotions, including that of Fiona Ryder to the position of CFO.

–

Successful delivery of first year of IT transformation activity.

ESG targets in scope: Complaints per million (CPM), Scope 1 and 2 greenhouse gas emissions, vitality index and a diversity, equity

& inclusion metric linked to proportion of females in senior management roles. We successfully achieved a reduction in CPM by at

least 6% and attained a vitality index of 26%. We also reduced Scope 1 and 2 emissions by a further 2.6% in 2025 and had female

representation within senior management of 48% at year end, ahead of the stated target. For a comprehensive account of our

performance against these targets see pages 36, 40 and 51.

112

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

Annual bonus in respect of performance breakdown

Director

Measure

Weighting

Maximum

opportunity

(% of salary)

Bonus calculation

(% of maximum)

(‘000)

Karim Bitar

Adjusted operating profit

40%

80%

100%

Organic revenue growth

25%

50%

74.1%

Free cash flow to equity

15%

30%

32.0%

Personal strategic objectives (inc. 5% in relation to ESG metrics)

20%

40%

91.3%

Total

100%

200%

81.6%

£1,648k

Jonny Mason

Adjusted operating profit

40%

80%

100%

Organic revenue growth

25%

50%

74.1%

Free cash flow to equity

15%

30%

32.0%

Personal strategic objectives (inc. 5% in relation to ESG metrics)

20%

40%

91.3%

Total

100%

200%

81.6%

£1,199k

Fiona Ryder

Adjusted operating profit

40%

80%

100%

Organic revenue growth

25%

50%

74.1%

Free cash flow to equity

15%

30%

32.0%

Personal strategic objectives (inc. 5% in relation to ESG metrics)

20%

40%

91.3%

Total

100%

200%

81.6%

£138k

Adjusted operating profit and organic revenue growth (excluding InnovaMatrix

) are both calculated on a constant currency basis using a budget rate.

2. Fiona Ryder’s outcomes are shown for time as an Executive Director.

One-third of the bonus earned by the Jonny Mason and Fiona Ryder will be deferred into shares to be held for three years. This will

be awarded in March 2026 and full details of this element of the award will be disclosed in next year’s Annual Report. As detailed

earlier, the bonus for Karim Bitar will be paid in full in cash in March 2026 to his estate and was based on his full year salary.

Scheme interests vesting in respect of the year ended December 2025 (audited)

In March 2023, Karim Bitar and Jonny Mason were granted conditional share awards under the LTIP. These LTIP awards were

subject to performance over the three-year period ended 31 December 2025, and performance conditions based on a combination

of: organic revenue growth; adjusted profit before income taxes (PBT) growth; and relative TSR performance, over a three-year

period. Fiona Ryder was also granted conditional share awards in March 2023, as previously detailed. She was not an Executive

Director at the time of the grant of the award, but the Committee has chosen to disclose her figure on a voluntary basis; 50% of her

award was provided in the form of a PSP and 50% provided in the form of a RSP, in line with other senior management at that time.

The award for Jonny, and the PSP for Fiona, shall vest on the third anniversary of grant at 85.1% of maximum; 100% of the RSP will

vest for Fiona, also on the third anniversary of grant.

The table below sets out details of the targets, and performance against these:

Measure

Weighting

Performance

range

Payout range

Actual

performance

Weighted

vesting

outcome

Organic revenue growth

25%

3.5% to 6.5%

Threshold (3.5%) = 25% award through to

Stretch (6.5% or above) = Full award

6.6%

100%

Three-year compound annualised

growth in adjusted PBT

50%

5.3% to 12.54%

p.a.

Threshold (5.3%) = 25% award through to

Stretch (12.54% or above) = Full award

12.7%

100%

Three-year Relative TSR rank vs

constituents of the FTSE 50 to 150

excluding investment trusts

12.5%

Median to 90th

percentile

Median = 25% award

Stretch (75th percentile) = 90% award

Max (90th percentile or above) = 100% award

28.9 percentile

Three-year relative TSR rank vs

constituents of the S&P Global

Healthcare Equipment & Services index

12.5%

Median to 90th

percentile

Median = 25% award

Stretch (75th percentile) = 90% award

Max (90th percentile or above) = 100% award

71.3 percentile

80.4%

Total %

vesting

85.1%

Final vesting outturns and the associated performance range on the PBT measure have been adjusted to reflect the impact of M&A over the period in line with the

Remuneration Policy (performance range adjusted to 5.3% to 12.5% from 7% to 14%).

Accordingly, Jonny Mason and Fiona Ryder’s 2023 LTIP awards will vest on the third anniversary of grant as set out below;

Karim Bitar’s award vested in October 2025 due to his death in service and was slightly higher due to a marginally reduced TSR

outcome at year end compared to that used to calculate his early vesting outcome.

Director

Date of grant

Number awarded

% vesting

Number vesting

Karim Bitar

15 March 2023

1,264,258

85.2%

1,076,516

Jonny Mason

15 March 2023

565,610

85.1%

481,051

Fiona Ryder

PSP

RSP

15 March 2023

29,864

85.1%

100%

25,399

29,864

113

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Scheme interests awarded in 2025 (audited)

2025 LTIP awards

During the year ended 31 December 2025, the Executive Directors were awarded conditional share awards under the LTIP, details

of which are summarised in the table below. They are based on Convatec performance from 1 January 2025 to 31 December 2027.

Director

Date of grant

Number awarded

Award price

Face value

Vesting date

Value

% of

annualised salary

Karim Bitar

PSP

PSA

RSA

11 March 2025

2 June 2025

1,108,169

461,737

369,389

£2.66

£2,944,737

£1,226,974

£981,577

300%

125%

100%

26 October 2025

Jonny Mason

PSP

RSA

11 March 2025

2 June 2025

501,448

150,434

£2.66

£1,332,498

£399,748

250%

75%

11 March 2028

Fiona Ryder

PSP

RSP

11 March 2025

30,462

143,358

£2.66

£80,947

£380,945

30%

130%

11 March 2028

The LTIP face values are determined as a percentage of each Executive Director’s annualised salary on 11 March 2025 and converted into numbers of conditional shares

using the average of the three-day closing price preceding the date of grant.

2. The vesting date for awards provided to Karim Bitar was 26 October 2025, due to his death in service. Further details can be found on page 115.

3. At the time of the grant of these awards, Fiona Ryder was not an Executive Director. She received a usual award of 60% of annualised salary on 11 March 2025, equally

divided into PSP and RSPs, in line with other senior leaders; she was also granted an additional RSP to recognise her performance and succession potential, and provide

additional retention.

The performance conditions attached to these 2025 LTIP awards are set out in the table below.

Measure

Weighting

Threshold

(25% vesting)

Stretch

(90% vesting)

Maximum

(100% vesting)

Organic revenue growth

25%

Three-year compound annualised growth in adjusted earnings per share

50%

6% p.a.

14% p.a.

Three-year Relative TSR rank vs constituents of S&P Global Healthcare Equipment &

Services index (calculated in sterling)

25%

Median

75th

percentile

≥

90th

percentile

To the extent the 2025 LTIP awards vest, vested shares will be required to be held for a further two-year post-vesting holding period

for Jonny Mason and Fiona Ryder. Vesting will be determined on a straight-line basis between the points in the table above.

Deferred bonus award (audited)

One-third of the 2024 bonus earned by Karim Bitar and Jonny Mason was deferred into shares to be held for three years under the

Deferred Bonus Plan, (DBP), details of which are summarised in the table below. Due to death in service, the shares for Karim Bitar

vested in October 2025. Further details are provided on page 115.

Director

Date of grant

Number awarded

Award price

Value

Vesting date

% of 2023 bonus

Karim Bitar

11 March 2025

226,266

£2.76

£624,494

One-third

26 October 2025

Jonny Mason

11 March 2025

122,863

£2.76

£339,102

One-third

11 March 2028

The award values are determined as one-third of each Executive Director’s 2024 bonus and converted into numbers of conditional shares using the average of the

three-day share price preceding the date of grant.

Fees retained for external non-executive directorships

Executive Directors may hold one external appointment and retain the fees paid for such a role. Jonny Mason is a non-executive

director for INSEAD on a voluntary basis, with no fee received. Fiona Ryder did not hold an external non-executive director

appointment during the year.

Single total figure of remuneration for Non-Executive Directors (audited)

The table below sets out a single figure for the total remuneration received by each Non-Executive Director for the 2025 and 2024 financial years.

Fee

Benefits

Total

Non-Executive Director

2025

’000

2024

’000

2025

’000

2024

’000

2025

’000

2024

’000

John McAdam

£357

£346

£86³

£30

£443

£376

Margaret Ewing

£126

£123

–

£126

£123

Brian May

£103

£100

–

£103

£100

Heather Mason

£82

£81

–

£2

£82

£83

Constantin Coussios

£82

£79

–

£2

£82

£81

Kim Lody

£82

£81

£4

£3

£86

£84

Sharon O’Keefe

£92

£4

£3

£96

£95

Effective 1 April 2023, US dollar and Euro fee levels were introduced alongside the Sterling fee rates. Where a Non-Executive Director receives fees in US dollar or Euro, the

fees have been converted to Sterling using the average exchange rate at the time of payment.

2. In addition to the fees payable to each of the Directors, the Group reimburses reasonable expenses.

3. Includes travel related benefits provided to the Chair during the year.

114

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

Percentage change in Director remuneration

The table below shows the percentage change in Director remuneration (from 2020 to 2025) compared to the average percentage

change in remuneration for other employees over the same period.

With effect from 6 November 2025, the Executive Directors were employed by Convatec Ltd (previously they were employed by

Convatec Group Plc). For the comparator group, we have used the population of UK-based employees whose remuneration is based

on overall Group business performance rather than that of a particular business unit. In determining the annual change in average

employee remuneration, we have looked at average annual pay increase (excluding promotions) and actual bonus payments. We

have only included employees who were in the Group in both years of the comparison to ensure consistency.

Annualised percentage

change from 2024 to 2025

Annualised percentage

change from 2023 to 2024

Annualised percentage

change from 2022 to 2023

Annualised percentage

change from 2021 to 2022

Annualised percentage

change from 2020 to 2021

Salary or

fees¹ Benefits²

Bonus³

Salary or

fees¹

Benefits²

Bonus

Salary or

fees¹

Benefits²

Bonus

Salary or

fees¹

Benefits²

Bonus

Salary or

fees¹

Benefits²

Bonus

Executive

Directors

Karim Bitar

(14)%

(15)%

2.5%

35.9%

39.9%

2.6%

(6.5)%

1.9%

(16.9)%

Jonny Mason

39%

49%

14%

2.5%

1.3%

41.9%

n/a

Fiona Ryder

n/a

Non-

Executive

Directors

John McAdam

187%

n/a

2226%

n/a

1.9%

197.1%

n/a

2.5%

213.0%

n/a

Margaret

Ewing

n/a

(88)%

n/a

2.6%

6.3%

n/a

310.1%

n/a

(5.4)%

n/a

Brian May

n/a

(81)%

n/a

2.4%

2.3%

n/a

443.5%

n/a

8.4%

n/a

Heather

Mason

n/a

5.7%

(14)%

n/a

134.2%

n/a

15.4%

n/a

Constantin

Coussios

n/a

29%

n/a

2.0%

(1.7)%

n/a

247.4%

n/a

15.4%

n/a

Kim Lody

33%

n/a

26%

n/a

5.7%

(19.5)%

n/a

Sharon

O’Keefe

33%

n/a

27%

n/a

6.1%

(9.7)%

n/a

Average per

employee

7.1%

11.5%

(9)%

6.4%

5.7%

18.8%

7.2%

3.1%

21.2%

5.3%

10.0%

13.5%

2.7%

(16.5)%

39.2%

Former Directors (who did not serve on the Board during the financial year under review) have been removed from the table. Relevant prior data and commentary can be

found in last year’s annual report.

The salary for Karim Bitar in 2025 was paid to end of October 2025; the salary for Jonny Mason reflects his time in CFO, interim CEO and permanent CEO roles; there is no

percentage change shown for Fiona Ryder as she was only appointed to the position of Executive Director in November 2025. Effective 1 September 2020, the Non-

Executive Director fee structure was changed: the base fee was increased and committee membership fees were discontinued.

2. The year-on-year increase in benefits reflects the Group’s best estimate for the change in the average value of benefits for other employees. Non-Executive Directors’

benefits relate to taxable expenses (largely travel expenses). Karim Bitar received a healthcare allowance instead of private medical insurance which was set at £50,000

per annum in 2024. Jonny Mason’s figure reflects an increase to car allowance from his date of appointment to permanent CEO and legal support provided for his new

CEO contract of employment. Changes exclude the value of pension contributions.

3. The bonus for Jonny Mason reflects his time in CFO, interim CEO and permanent CEO roles.

115

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Relative importance of spend on pay

The table below shows shareholder distributions (i.e. dividends) and total employee pay expenditure for the financial years ended

31 December 2025 and 31 December 2024, and the percentage change year-on-year.

2025

2024

Year-on-year

change

Total employee pay expenditure

818

767

6.6%

Shareholder distributions

140

130

7.7%

Payments to past Directors and payments for loss of office (audited)

There were no payments to past Directors or payments for loss of office during the year.

Payments made to Karim Bitar’s estate following death in service (audited)

Details of Karim Bitar’s salary, benefits and bonus payable up to and including the date of his death, which was also his last day

of employment (26 October 2025) are set out in the single total figure table on page 111. His salary was paid through to 31 October

2025. His bonus is based on full year performance, not pro-rated to his date of death, and is payable at the normal time in March

2026 entirely in cash, the Committee having exercised its discretion to waive the one-third deferral into shares. Karim Bitar’s

deferred bonus shares from financial years 2022, 2023 and 2024 vested on the date of death in accordance with the plan rules

and were released on 28 November 2025.

Karim Bitar’s unvested long-term incentive awards granted in 2023, 2024 and 2025 also vested early on 26 October 2025, and were

released to his estate on 28 November 2025, in accordance with the treatment under the Plan rules on death in service. These were

subject to an assessment against the performance conditions and time pro-rating. The Committee exercised its discretion under

the Plan rules to extend the time pro-rating from 26 October to 31 December 2025 to reflect the full fiscal 2025 year for all awards.

The Plan rules require the estimation of performance projected over the whole performance cycle for PSP awards. As this is a

matter of judgement the Committee determined that results, considering performance to date and estimate of future forecasts

would result in the following outcomes:

Year of grant

Type of award

Performance attained

Time pro rating

Award realised, excluding

dividend equivalents

PSP/PSA

RSA

2023

1,264,258

85.2%

No time pro-rating applied

1,076,516

2024

1,025,891

66.9%

24/36ths time pro-rating

458,163

2025

1,569,906

67.5%

12/36ths time pro-rating

353,386

2025

369,389

100%

12/36ths time pro-rating

123,130

The total vesting value was £5,011,896 calculated based on the spot share price (£2.49) on 24 October 2025. The Committee

believes that these outcomes are appropriately aligned with performance anticipated to be achieved over the relevant periods.

The Committee has chosen not to disclose the detail of performance relative to the targets set for each performance measure for

the 2024 and 2025 awards, measured over the shortened period, on the basis that the information is regarded as commercially

sensitive. Actual performance for the 2023 award is detailed on page 112, however the Committee was required to anticipate

performance at the time of death due to the rules of the Plan; actual outcome was 85.1% versus the 85.2% applied to Karim’s award,

the difference being a slightly reduced TSR outcome at year end. The two-year post-vesting holding periods will not apply and the

post-employment shareholding requirement falls away.

In addition to the above, Karim had 10,253 Save As You Earn (SAYE) options under the UK employee share save scheme. Personal

representatives have up to 12 months following the date of death to use the savings in the ShareSave Account to buy Convatec

shares on behalf of beneficiaries or savings can be paid to the estate.

Upon death in service, a life assurance benefit became payable by the insurance providers.

Review of past performance

The graph below shows the Group’s TSR compared to the FTSE 100 index, an index of which the Group is a constituent.

Performance, as required by legislation, is measured by TSR over the period from commencement of conditional dealing (26

October 2016) to 31 December 2025.

TSR chart – Convatec vs the FTSE 100

Value of £100 invested on 26 October 2016 – IPO

Convatec Group Plc

FTSE 100

100

150

250

200

31/12/16 31/12/17 31/12/18 31/12/19 31/12/20 31/12/21 31/12/22 31/12/23 31/12/24 31/12/25

116

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

The table below details the CEO’s single total figure of remuneration and incentive outcomes over the same period:

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Jonny Mason

(from 6 November 2025)

CEO single figure (‘000)

£3,575

Annual bonus (% max.)

81.6%

LTIP vesting (% max.)

85.1%

Karim Bitar

(30 September 2019 to

26 October 2025)

CEO single figure (‘000)

£6,878

£2,786

£3,699

£4,419

£4,628

£5,298

£7,648

Annual bonus (% max.)

70.2%

98.5%

79.8%

72.7%

99.3%

98.7%

81.6%

LTIP vesting (% max.)

n/a

44.2%

80.5%

51.6%

70.3%

85.2%

Rick Anderson

(15 October 2018 to

29 September 2019)

CEO single figure (‘000)

£264

£1,118

Annual bonus (% max.)

n/a

LTIP vesting (% max.)

n/a

Paul Moraviec

(to 14 October 2018)

CEO single figure (‘000)

£1,413

£917

£631

Annual bonus (% max.)

40%

n/a

LTIP vesting (% max.)

n/a

1. Represents the performance outcome of the 2023 LTIP (as a % of maximum) with a final vesting date in March 2026.

2. 2019 remuneration includes the face value of the RSP made to Karim Bitar as part of his buy-out.

3. Includes the actual vesting value of Karim Bitar’s conditional share award that formed part of his buy-out arrangement on appointment of £888k.

4. Updated single figure to reflect actual vesting of 2022 LTIP award in March 2025.

5. Includes the actual vesting value of Karim Bitar’s LTIP awards made in 2023, 2024 and 2025, and vested in October 2025, due to death in service.

6. Rick Anderson was a Non-Executive Director who acted as interim Executive Chair ahead of Karim Bitar joining the business. He received a fixed fee for his services

in comparison to the reward package design in place for Paul Moraviec, Karim Bitar and Jonny Mason.

CEO pay ratio

The table below discloses the ratio of CEO pay for 2025, as required by the regulations, comparing the single total figure

of remuneration for Karim Bitar and Jonny Mason’s total single figure of remuneration, to the full-time equivalent total reward

of those colleagues whose pay is ranked at the 25th, 50th and 75th percentiles in our total UK workforce. The significant increase

from 2024 to 2025 is due to the early vesting of all LTI awards for Karim Bitar, due to death in service, as set out on page 115.

Methodology Option A (as defined by the Regulations) has been chosen to calculate the ratio, as it provides a fair comparison of

colleague pay with that of our CEO by using a consistent methodology to value remuneration and identify our colleagues ranked at

the 25th, 50th and 75th percentiles. The median ratio for 2025 is consistent with the pay and reward policies for the Company’s UK

employees. Colleague pay was calculated based on actual pay and benefits for the 12 monthly payrolls in respect of the full financial

year to 31 December 2025. We can confirm that no adjustments were made to the calculation of the total remuneration for these

employees from the methodology set out for the CEO’s single total figure remuneration. Our pay ratios are set out below:

Year

Method

25th percentile

50th percentile

75th percentile

2025

Option A

309:1

233:1

151:1

2024

Option A

117:1

87:1

58:1

2023

Option A

106:1

80:1

51:1

2022

Option A

125:1

98:1

59:1

2021

Option A

115:1

89:1

52:1

2020

Option A

83:1

65:1

40:1

2019

Option A

163:1

123:1

76:1

117

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

The table below provides information on the salary and total pay and benefits paid to our colleagues ranked at the 25th, 50th and

75th percentiles.

Year

Method

25th percentile

50th percentile

75th percentile

2025

Salary

£36,167

£47,426

£69,479

Total pay and benefits

£44,900

£59,715

£91,985

2024

Salary

£33,345

£43,735

£64,191

Total pay and benefits

£43,296

£58,123

£87,627

2023

Salary

£31,639

£41,076

£60,000

Total pay and benefits

£40,145

£53,121

£82,799

2022

Salary

£29,892

£38,000

£55,017

Total pay and benefits

£34,757

£44,418

£73,336

2021

Salary

£27,638

£34,521

£58,739

Total pay and benefits

£32,663

£41,964

£71,619

2020

Salary

£26,660

£34,487

£52,415

Total pay and benefits

£33,425

£42,641

£69,668

2019

Salary

£23,500

£32,798

£39,542

Total pay and benefits

£30,652

£40,601

£65,922

Our CEO pay ratio has increased since 2024 to 233:1 from 87:1. Pay and benefits for the median employee increased by 2.7%

between the two years. The CEO figure has substantially increased in 2025 due to the early vesting of all LTI awards granted in

2023, 2024 and 2025 to Karim Bitar, due to death in service, and the combination of remuneration provided to both Karim and

Jonny Mason.

Change in CEO reward

(single figure 2024 to 2025)

Reward change

Commentary

Salary

This is the impact of the change in annual base pay to £1,010,000, effective April 2025 (previously

£943,820). The salary for Karim Bitar was paid through to end 31 October 2025; the salary for Jonny

Mason is from his date of appointment to CEO, 6 November 2025.

Benefits (including pension)

There was no change in the structure of benefits provided to Karim Bitar between 2024 and 2025.

The value relates to the pension allowance paid by the Company driven off a higher base salary

figure. The allowance level has remained consistent year-on-year at 8.5% of base pay, consistent with

the wider UK workforce. In his role as CEO, Jonny Mason does not receive an allowance for private

medical insurance and instead participates in the plan provided to the wider UK workforce; his

pension allowance is also 8.5% of base pay.

Annual bonus

Awards under our annual plan were reduced from 2024, with awards of 163.2% out of a maximum

of 200% (2024: 197.3%). The figure includes the annual bonus awarded to Karim Bitar, which was not

pro-rata to the date of death in service, and the annual bonus awarded pro rata to Jonny Mason from

his date of appointment to CEO, 6 November 2025.

LTIP

In 2025 the maximum LTIP award for Karim Bitar was increased to 525% of salary, as approved by

shareholders; this was a combination of performance and restricted share awards. The value shown

reflects the vesting value of awards granted to Karim Bitar in 2023, 2024 and 2025 due to death in

service provisions being applied; the value on vesting at 26 October 2025 for these awards was £5,012k.

The figure also reflects the vesting of the performance award granted to Jonny Mason in 2023, pro rata

from his appointment as CEO and the value of restricted shares granted to him in 2025, pro rata from his

date of appointment as CEO.

Overall

The variance in CEO pay ratio reflects the introduction of restricted share awards and the

combination of remuneration elements for both Karim Bitar and Jonny Mason: the early vesting of all

‘in-flight’ LTIP awards for Karim due to death in service; the annual bonus for Karim being based on

12 months and not pro rata to death in service date; and the annual bonus and LTIP for Jonny being

pro rata from his appointment as CEO.

History of CEO pay ratio:

CEO pay to median employee

2021

CEO Pay Ratio (Median)

2023

2022

2024

2025

89:1

300

200

100

98:1

80:1

87:1

233:1

Change in CEO single figure 2024 to 2025 (£K)

Single

Figure

Disclosed

2024

(Restated)

Single

Figure

2025

Change

Salary

Change

Beneﬁts

Change

in Annual

Bonus

Increase

in LTIP

5,059

(35)

3,101

8,155

118

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

Implementation of Executive Director Remuneration Policy for 2026

Base salary

Following a review of the Executive Directors’ salaries, the Committee decided to award a base salary increase of 3.0% in line with

the increases for the general employee population in the UK. The increase will be effective from 1 April 2026.

Director

Role

From 1 April 2026

From 6 November 2025

From 4 August 2025

From 1 April 2025

Jonny Mason

CEO

£1,040,300

£1,010,000

£548,500

Fiona Ryder

CFO

£565,000

£548,500

n/a

This figure reflects Jonny Mason’s salary as CFO prior to his appointment as interim CEO on 4 August 2025.

2. This figure reflects Jonny Mason’s salary as interim CEO prior to his appointment as CEO on 6 November 2025.

Pension

Jonny Mason and Fiona Ryder receive a pension benefit of 8.5% of base salary in line with that available to the wider UK workforce.

Annual bonus

For 2026, both Executive Directors will continue to have a maximum bonus opportunity of 200% of salary. The on-target bonus

opportunity remains 50% of maximum. Two-thirds of any bonus earned will be paid in cash, with the remainder deferred into

Convatec Group Plc shares for a further three-year period. The financial weightings will be realigned to those applied to CELT and

the wider workforce: adjusted operating profit will remain at 40%; organic revenue growth (excluding InnovaMatrix

) will reduce

to 20% (from 25%); free cash flow to equity will increase to 20% (from 15%). This ensures balance and simplification, while remaining

focused on sustainable and profitable growth. Strategic personal objectives will remain at 20%, with 5% relating to quantifiable

ESG metrics. The use of organic revenue growth as a key metric reinforces our commitment to long-term value creation, and

compliments operating profit and cashflow in driving our strategic objectives forward. ESG is within the personal strategic

objective metric of the bonus to place importance on this and responsible business practices within our operations.

The annual bonus for 2026 will be based on the following measures and weightings:

Measure

Link to corporate strategy

Weighting

Adjusted operating profit

Focus

Innovate

Simplify

40%

Organic revenue growth

Focus

Innovate

Simplify

20%

Free cash flow to equity

Simplify

Execute

20%

Personal strategic objectives (including ESG)

Focus

Build

20%

(of which 5%

relates to ESG)

Adjusted operating profit and organic revenue growth are both calculated on a constant currency basis using a budget rate. We have set the organic revenue growth

targets excluding InnovaMatrix

for 2026, removing this from the base year and 2026 performance to determine growth achieved.

The Board currently considers these targets to be commercially sensitive and intends to disclose retrospectively in next year’s

Annual Report on Remuneration. In the event the Board considers these targets to remain commercially sensitive, they will be

disclosed as soon as possible once they are no longer considered to be sensitive.

In line with our Policy, bonuses for the 2026 financial year will be subject to the Group’s policy on deferral, and its malus and

clawback provisions (see page 109 for further details).

LTIP

The 2026 LTIP will comprise two elements: PSA and RSA.

PSA

We will make PSA to Jonny Mason of 425% of salary, and to Fiona Ryder of 250% of salary, as described on page 109. These awards

will vest in March 2029, subject to the following performance targets assessed over the three years ending 31 December 2028:

Measure

Weighting

Threshold

(25% vesting)

Stretch

(90% vesting)

Maximum

(100% vesting)

Organic revenue growth

25%

4% p.a.

7% p.a.

Three-year compound annualised growth in adjusted EPS

50%

6% p.a.

14% p.a.

Three-year relative TSR rank vs constituents of S&P Global Healthcare

Equipment & Services index (calculated in sterling)

25%

Median

75th percentile

≥

90th

percentile

Vesting will be determined on a straight-line basis between the data points in the table above. To the extent an award vests, it will be

subject to a further two-year holding period after allowing some of the shares to be sold to cover estimated social security/tax liabilities.

Restricted Shares

We will make RSAs of 100% of salary to Jonny Mason and 75% of salary to Fiona Ryder. These will be awards of shares that vest in

the future subject to continued employment with the business. They are not subject to further Company performance conditions but

remain subject to our clawback and malus provisions. The Committee may adjust the vesting level (including to zero) to avoid

unintended outcomes, align pay outcomes with underlying Group performance and ensure fairness to shareholders and participants.

As with PSAs, to the extent an award vests, it will be subject to a further two-year holding period after allowing some of the shares

to be sold to cover estimated social security/tax liabilities.

119

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Summary of scheme interests

As at 31 December 2025, the Executive Directors had the following beneficial interests in share awards and share options:

PSA –

awards of shares, granted under updated Plan rules, from June 2025, that vest after three years subject to the achievement

of performance against business targets.

PSP –

awards of shares that vest after three years subject to the achievement of performance against business targets.

RSA –

awards of shares, granted under updated Plan rules, from June 2025, that vest after three years subject to continued

employment with the business.

RSP

–

awards of shares that vest after three years subject to continued employment with the business.

DBP –

awards of shares that represent the compulsory deferral of part of the annual bonus into shares that vest after three years

subject to continued employment with the business.

SAYE –

Awards of shares under our Save as You Earn plan, our HMRC approved all-employee share plan that operates in the UK.

Karim Bitar

Vesting period

Share price

at grant

31 December 2024

Granted

in year

Lapsed

in year

Exercised

in year

As at

26 October 2025

14 March 2022 to 14 March 2025 – DBP

£1.81

263,650

–

(263,650)

–

14 March 2022 to 14 March 2025 – PSP

£1.81

1,238,337

–

(367,787)

(870,550)

–

15 March 2023 to 15 March 2026 – DBP

£2.21

201,937

–

(201,937)

–

15 March 2023 to 15 March 2026 – PSP

£2.21

1,041,628

–

(154,682)

(886,946)

–

05 June 2023 to 05 June 2026 – PSP

£2.07

222,630

–

(33,061)

(189,569)

–

20 July 2023 to 01 September 2026 – SAYE

£1.76

10,253

–

11 March 2024 to 11 March 2027 – DBP

£2.76

226,266

–

(226,266)

–

11 March 2024 to 11 March 2027

– PSP

£2.76

1,025,891

–

(567,728)

(458,163)

–

11 March 2025 to 11 March 2028 – DBP

£2.66

242,935

–

(242,935)

–

11 March 2025 to 11 March 2028 – PSP

£2.66

1,108,169

(858,721)

(249,448)

–

2 June 2025 to 11 March 2028 – RSA

£2.66

369,389

(246,260)

(123,129)

–

2 June 2025 to 11 March 2028 – PSA

£2.66

461,737

(357,800)

(103,937)

–

Total

4,230,592

2,182,230

(2,586,039)

(3,816,530)

–

Date of 26 October 2025 was used as this was the date of death in service and therefore all awards vested in accordance with Plan rules

Jonny Mason

Vesting period

Share price

at grant

31 December 2024

Granted

in year

Lapsed

in year

Exercised

in year

As at

31 December 2025

14 March 2022 to 14 March 2025

– PSP

£1.81

690,112

–

(204,964)

(485,148)

–

14 July 2022 to 01 September 2025 – SAYE

£1.74

10,346

–

(10,346)

–

15 March 2023 to 15 March 2026 – DBP

£2.21

99,826

–

99,826

15 March 2023 to 15 March 2026

– PSP

£2.21

565,610

–

565,610

11 March 2024 to 11 March 2027 – DBP

£2.76

122,863

–

122,863

11 March 2024 to 11 March 2027

– PSP

£2.76

464,221

–

464,221

11 March 2025 to 11 March 2028 – DBP

£2.66

131,914

–

131,914

11 March 2025 to 11 March 2028

– PSP

£2.66

501,448

–

501,448

2 June 2025 to 11 March 2028 – RSA

£2.66

150,434

–

150,434

10 September 2025 to 1 October 2028 – SAYE

£2.31

9,340

–

9,340

Total

1,952,978

793,136

(204,964)

(495,494)

2,045,656

A further two-year holding period applies to these awards post vesting.

120

Convatec Annual Report and Accounts 2025

Governance

Directors’ Remuneration report

continued

Fiona Ryder

Vesting period

Share price

at grant

31 December 2024

Granted

in year

Lapsed

in year

Exercised

in year

As at

31 December 2025

14 July 2022 to 01 September 2025 – SAYE

£1.74

10,346

–

(10,346)

–

15 March 2023 to 15 March 2026 – PSP

£2.21

29,864

–

29,864

15 March 2023 to 15 March 2026 – RSP

£2.21

29,864

–

29,864

11 March 2024 to 11 March 2027 – PSP

£2.76

26,304

–

26,304

11 March 2024 to 11 March 2027 – RSP

£2.76

26.304

–

26,304

11 March 2025 to 11 March 2028 – PSP

£2.66

–

30,462

–

30,462

11 March 2025 to 11 March 2028 – RSP

£2.66

–

143,358

–

143,358

10 September 2025 to 1 October 2028 – SAYE

£2.31

–

9,340

–

9.340

Total

122,682

183,160

–

(10,346)

295,496

Implementation of Non-Executive Director Remuneration Policy for 2026

The Remuneration Committee sets the fee for the Chair and approved an increase aligned with that of the Executive Directors, and

the wider workforce in the UK at 3.0%.

The fees for the Non-Executive Directors, other than the Chair, are reviewed and set by the Non-Executive Director Fee Committee,

comprised of the Chair, CEO and CFO. The Non-Executive Fee Committee reviewed and approved a 3% increase to the basic fees

and that of the Workforce Liaison Champion, aligned to the wider UK employee workforce. They also determined to align the fees

provided to the Senior Independent Director and Chairs of the Audit and Risk and Remuneration Committees in recognition of the

additional complexity for each of these roles, which is of equal value and time commitment.

The fee increases will take effect on 1 April 2026. The fees payable to the Non-Executive Directors are set out below.

Role

Fee structure in 2026¹

Fee structure in 2025

Chair

£370,600

£359,800

Non-Executive Director basic fee

£84,800 or $111,000

£82,300 or $107,800

Additional fees:

Senior Independent Director

£23,700 or $30,900

£21,000 or $28,000

Chair of the Audit and Risk Committee

£23,700 or $30,900

£23,000 or $30,000

Chair of the Remuneration Committee

£23,700 or $30,900

£21,000 or $28,000

Fee for acting as a Workforce Liaison Champion

£10,800 or $14,400

£10,500 or $14,000

1. Effective 1 April 2026.

Non-Executive Director letters of appointment

None of the Non-Executive Directors has a service contract with the Group. They do have letters of appointment, and will be

submitted for re-election annually. Copies of letters of appointment are available to view at the Company’s registered office. The

dates relating to the appointments of the Chair and Non-Executive Directors who served during the reporting period are as follows:

Director

Role

Date of appointment

Date of letter of

appointment

Date of election/

re-election

John McAdam

Non-Executive Chair

30 September 2019

18 August 2019

22 May 2025

Margaret Ewing

Senior Independent Director

11 August 2017

17 August 2017

22 May 2025

Brian May

Independent Non-Executive Director

2 March 2020

26 February 2020

22 May 2025

Heather Mason

Independent Non-Executive Director

1 July 2020

8 May 2020

22 May 2025

Constantin Coussios

Independent Non-Executive Director

1 September 2020

29 June 2020

22 May 2025

Kim Lody

Independent Non-Executive Director

1 February 2022

13 December 2021

22 May 2025

Sharon O’Keefe

Independent Non-Executive Director

1 March 2022

24 February 2022

22 May 2025

121

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Directors’ shareholdings (audited)

The table below sets out details of the current shareholdings of each Director (and any relevant connected persons) as at

31 December 2025. For Executive Directors, the current shareholding is compared to their shareholding guideline.

Director

Options

Current

shareholding

(% salary)

Shareholding

guideline

(% salary)

Owned outright or vested

Unvested and

not subject to

performance

conditions

Unvested and

subject to

performance

conditions

Vested but not

exercised

Unvested and

not subject to

performance

conditions

31 December

2024

31 December

2025

Current Directors

Jonny Mason

50,000

386,936

781,621

1,531,279

–

9,340

161%

500%

Fiona Ryder

N/A

93,589

199,526

86,630

–

9,340

91%

300%

John McAdam

23,181

Margaret Ewing

10,000

Brian May

25,000

Heather Mason

10,000

Constantin Coussios

23,278

Kim Lody

10,000

Sharon O’Keefe

3,200

–

Previous Director in Year

Karim Bitar

2,929,020

n/a

These options are from the UK SAYE plan open to UK employees; there is also an international SAYE plan, currently offered in three countries.

2. As CFO, Jonny Mason was required to hold shares to the value of 300% of salary and had achieved 299% by 31 October 2025. As CEO he is required to hold 500% of salary

and is working towards developing that through holdings of shares that vest under Company share plans and any personal share purchases; during the year he purchased

100,000 shares. Fiona Ryder was appointed to the position of CFO on 6 November 2025. She is required to have a shareholding of 300% of salary which will develop

through holdings of shares that vest under Company share plans, and any personal share purchases; in 2025 she purchased 21,263 shares.

3. Shareholdings in 2025 are not shown for Karim Bitar due to death in service.

Executive Director shareholdings calculated based on the number of shares that are owned outright or vested plus an estimated

number of unvested shares that are not subject to performance conditions, on a net of tax basis. These shares are valued using a

share price of £2.38, being the average share price during the last three months of the 2025 financial year, or the market value of

the shares at the point of award (if higher) in line with our Shareholding Guidelines policy.

There were no changes to the number of shares held by Directors between 31 December 2025 and 20 February 2026, being the

latest practicable date prior to publication of this Annual Report.

Share scheme dilution limits

The Company complies with the guidelines laid down by the Investment Association. These restrict the issue of new shares under

all the Company’s share schemes in any ten-year period to 10% of the issued ordinary share capital. Our year-end position shows

dilution levels at December 2025 of 2.9% across all schemes, with 2.6% over discretionary schemes. These fall well below current

shareholder guidelines.

The Directors’ Remuneration report has been approved by the Board and signed on its behalf by:

Brian May

Chair of the Remuneration Committee

23 February 2026

122

Convatec Annual Report and Accounts 2025

Governance

Directors’ report

The Directors present their Annual Report on the affairs of the Group,

together with the financial statements and auditor’s report, for the year

ended 31 December 2025

The Directors’ report comprises the Governance report (on pages 78 to 103), the Directors’ report (on pages 122 to 124) and the

Shareholder information section (on page 185). The following information is provided in other appropriate sections of the Annual

Report and is incorporated by reference in this table.

To comply with the Disclosure and Transparency Rules (DTR) 4.1.5R(2) and DTR 4.1.8R, the required content of the Management

report can be found in the Strategic report or this Directors’ report, including the material incorporated by reference.

Information

Section where provided

Page

Business review, including principal and emerging risks, key performance

indicators and matters on environment, employees and social and community

issues

Strategic report

4 to 77

Likely future developments and research and development activities

Strategic report

34 to 37

Engaging stakeholders

Governance report

86 and 87

Employee engagement

Strategic report

38 and 39

Governance report

Employment of disabled persons

Directors’ report

124

Greenhouse gas emissions, energy consumption and energy efficiency action

Strategic report

51 and 52

Task Force on Climate‑related Financial Disclosures (TCFD) report

Strategic report

54 to 65

Viability statement

Strategic report

76 and 77

Compliance with the 2024 UK Corporate Governance Code (the Code)

Governance report

Directors

Governance report – Our Board

80 and 81

Directors’ Remuneration report

104 to 121

Directors’ Remuneration report – directors’

beneficial interests and shareholding requirements

119 to 121

Details of Long‑Term Incentive Plan

Directors’ Remuneration report

118

Fair, balanced and understandable

Audit and Risk Committee report

Annual review of risk management and internal control systems

Audit and Risk Committee report

98 to 100

Dividend

Strategic report

Directors’ report

122

Directors’ responsibilities statement

125

Going concern

Notes to the consolidated financial statements

138

Accounting policies, financial instruments and financial risk management

Notes to the consolidated financial statements

138 to 175

We annually assess the application of

the policy when proposing the dividend,

taking into account, among other things,

our growth prospects, capital efficiency,

investment plans and the profitability

of the Group, whilst also maintaining

appropriate levels of dividend cover.

Any decision to declare and pay dividends

will be made at the discretion of the

Directors and will depend on, among

other things, applicable law, regulation,

restrictions, strategic objectives, capital

management, the Group’s various

stakeholders (for further information

see the Section 172 statement on

page 88), review of our comparator peer

group, available and forecast realised

distributable reserves of the Company

and the forecast cashflows and liquidity

of the Group, and other factors the

Directors deem significant.

Disclosure of information to the

auditor

Each of the Directors, as at the date of

this Annual Report, confirms that:

–

the Director has taken all steps that

he/she ought to have taken as a

Director in order to make him/herself

aware of any relevant audit

information and to establish that the

Company’s auditor is aware of that

information; and

–

so far as the Director is aware, there is

no relevant audit information of which

the Company’s auditor is unaware.

This confirmation is given and should

be interpreted in accordance with

the provision of Section 418 of the

Companies Act 2006 (the Act). Following

the external audit tender process,

completed in 2024, EY was chosen to

succeed Deloitte LLP as auditor and

a resolution to appoint EY will be

proposed at the 2026 Annual

General Meeting (AGM).

Branches of the Company

The Group, through various subsidiary

and related undertakings, has branches

in a number of different jurisdictions in

which the business operates. Further

details are included in subsidiary and

related undertakings on pages 182

to 184.

Dividends

Our stated policy is to target a payout

ratio of between 35% and 45% of adjusted

net profit. This is interpreted flexibly over

time to reflect the development of the

business. The payout ratio in 2025 was

40% (2024: 42%). The Board is

recommending a 13% increase in the full

year dividend to reflect the underlying

improvement in business performance.

123

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

The Directors recommend a final

dividend for the year of 5.367 cents per

share (2024: 4.594 cents) which, together

with the interim dividend of 1.877 cents

per share (2024: 1.822 cents), makes a

total for the year of 7.244 cents per

share (2024: 6.416 cents), a 13% increase

over the prior year. The final dividend, if

approved by the shareholders, will be

paid on 28 May 2026 to shareholders on

the register at the close of business on

17 April 2026.

Capital structure

Share capital

As at 31 December 2025, the Company’s

issued share capital consisted of

2,049,789,559 ordinary shares of

10 pence each, of which 94,937,530

ordinary shares were held as treasury

shares. Further details of the authorised

and issued share capital, together with

details of the movements in the

Company’s issued share capital during

the year, are shown in Note 15 to the

Consolidated Financial Statements. As

at 31 December 2025, the Company had

only one class of share consisting of

ordinary shares of 10 pence each.

Acquisition of Company’s own shares

At the Company’s AGM on 22 May 2025,

the Directors’ authority was renewed

under shareholders’ resolution to

purchase through the market up to

10% of the Company’s ordinary shares at

a maximum price per share of the higher

of: (i) an amount equal to 105% of the

average of the middle market quotation

of the price of shares for the five

business days prior to the date of

purchase; and (ii) an amount equal

to the higher of the price of the last

independent trade and the highest

current independent bid for a share

at the time of purchase. This authority

will expire at the end of Company’s 2026

AGM and the Company will seek its

renewal at the AGM.

As part of the Company’s capital

allocation strategy aimed at enhancing

shareholder returns, the Company

announced a share buyback programme

on 20 August 2025 to purchase its

ordinary shares of 10 pence each

up to a maximum consideration of

$300m. The share buyback programme

concluded on 3 December 2025 and

was funded from available cash reserves.

The Company repurchased 94,937,530

ordinary shares at a volume weighted

average price of £2.38 per ordinary

share and a nominal value of

approximately £9,493,753 (this

represented approximately 4.63% of

the Company’s issued share capital as at

31 December 2025), for a consideration

of £226m ($301m) inclusive of transaction

costs. The Company currently holds the

repurchased shares as treasury shares

and may cancel them at a later date.

The maximum number of ordinary shares

which could be repurchased by the

Company as part of any share buyback

under the authority for on‑market share

buybacks granted at the 2025 AGM was

204,978,956 ordinary shares.

Shareholders’ rights

The rights attaching to the ordinary

shares are governed by the Company’s

Articles of Association (the Articles) and

prevailing legislation. There are no

specific restrictions on the size of a

holding. Subject to applicable law and

the Articles, holders of ordinary shares

are entitled to receive all shareholder

documents, including notice of any

general meeting, attend, speak and

exercise voting rights at general

meetings, either in person or by proxy,

and participate in any distribution of

income or capital.

Restrictions on voting

There are no specific restrictions on

voting rights, save in situations where

the Company is legally entitled to impose

such restrictions (usually where amounts

remain unpaid on shares after request, or

the shareholder is otherwise in default of

an obligation to the Company). Currently,

all issued ordinary shares are fully paid.

There are no agreements between

holders of securities in the Company

that are known to the Company and

may result in restrictions on transfer

or on voting rights.

Restrictions on the transfer

of ordinary shares

The transfer of ordinary shares is

governed by the general provisions of

the Company’s Articles and applicable

legislation. There are no restrictions

on the transfer of ordinary shares other

than: (i) as set out in the Articles; and

(ii) certain restrictions which may from

time to time be imposed by laws and

regulations and pursuant to the Listing

Rules whereby Directors and certain

officers and employees of the Company

require approval to deal in the ordinary

shares in accordance with the

Company’s share dealing policies

and the Market Abuse Regulation.

Directors’ appointment,

replacement and powers

The appointment and replacement of

Directors of the Company is governed by

its Articles, the Code, the Act and related

legislation. The Articles themselves

may be amended by special resolution.

Details of the powers of the Board and

its Committees are described in the

Governance Framework on our website.

The powers of the Board are set out in

the Articles and the Terms of Reference

of each of the Board’s committees set

out their respective duties and

responsibilities. The aforementioned

documents can be found at www.

convatecgroup.com/investors/

governance/.

Significant agreements

There are a number of agreements that

take eﬀect, alter or terminate upon a

change of control of the Company, such

as commercial contracts, bank loan

agreements, property lease

arrangements and employees’ share

plans. Other than the Group’s main

funding agreements referenced in the

following paragraph, none of these are

considered to be signiﬁcant in terms of

their likely impact on the business of

the Group as a whole. Furthermore,

the Directors are not aware of any

agreements between the Group and

its Directors or employees that provide

for compensation for loss of oﬃce

or employment that occurs because

of a change of control resulting from

a takeover bid.

In the event of a change of control of

the Company, the Group’s main funding

agreements allow the lenders to give

notice of repayment for all outstanding

amounts under the relevant facilities.

Directors

The directors of the Company who served

on the Board as at the date of this report

are shown on pages 80 and 81.

Karim Bitar, who passed away in

October 2025 served as a director

of the Company from 30 September

2019 to 26 October 2025.

Directors’ indemnities

The Group has made qualifying

third‑party indemnity provisions for

the beneﬁt of its Directors, which remain

in force at the date of this report.

Company Secretary

The Company Secretary provides

ongoing support to the Board in relation

to corporate governance issues and

compliance with the Listing Rules.

He is responsible for establishing,

implementing and monitoring the

corporate governance framework,

attending (directly or through a

designate) all Board and Committee

meetings, advising on effective Board

processes, advising on Directors’

statutory duties, disclosure obligations

and requirements under the Listing

Rules, and working in conjunction with

the investor relations team regarding

dialogue with investors.

Political donations

No political donations, including to

non‑UK political parties, were made

during the period.

124

Convatec Annual Report and Accounts 2025

Governance

Directors’ report

continued

All of the Group’s employee share plans

contain provisions relating to a change

of control. On a change of control,

options and awards granted to

employees under the Group’s share

plans may vest and become exercisable,

subject to the satisfaction of any

applicable performance conditions

at that time.

AGM

The AGM will be held on Thursday,

21 May 2026 at 2pm and will take

place at Convatec’s registered office,

20 Eastbourne Terrace, Paddington,

London W2 6LG, in the form of a hybrid

meeting. Notice of the meeting,

containing details of the resolutions to

be put to the meeting, will be available

at www.convatecgroup.com/investors/

shareholder‑centre/agm‑information/.

Inclusion and belonging

We are committed to creating a

values‑led, performance‑driven culture

which is merit‑based with opportunities

open to all. It starts with our colleagues,

and we aim to bring together a rich

diversity of backgrounds, experiences,

preferences and capabilities which unite

together to improve people’s lives

through their work at Convatec. The

Board considers difference in terms

of representation and thinking styles

as critical to the Company’s success.

Information about the Group’s initiatives

to achieve diversity across the business,

including specific objectives, are

contained on page 93.

Employment of disabled people

Applications for employment by

disabled people are always fully

considered, taking into account the

aptitude of the applicant concerned.

In the event of an employee becoming

disabled, every effort is made to ensure

that their employment continues and

that appropriate training is arranged.

It is Convatec’s policy that the training,

career development and promotion of

anyone with a disability should, as far

as possible, be equitable with that of

other employees.

Substantial shareholdings

At 20 February 2026, being the latest practicable date prior to publication of this Annual Report, the Company had been notified in

accordance with DTR 5, of the following voting rights as a shareholder of the Company.

Shareholder

No. of ordinary shares

Percentage of voting

rights

Nature of holding

Black Creek Investment Management Inc.

100,676,401

5.15%¹

Direct/indirect

FIL Limited

100,126,528

5.12%²

Indirect/financial instrument

Massachusetts Financial Services Company

97,775,211

4.98%²

Indirect

FMR LLC

99,637,314

4.93%²

Indirect

BlackRock, Inc.

102,233,561

5%³

Indirect/financial instrument

Artisan Partners Limited Partnership

97,980,658

4.98%⁴

Indirect

It should be noted that the percentages are shown as notified and that these holdings may have changed since the Company was notified, however, notification of any

change is not required until the next notifiable threshold is crossed.

1. Disclosure made in 2026.

2. Disclosure made in 2025.

3. Disclosure made in 2023.

4. Disclosure made in 2018.

Listing Rules – compliance with UK Listing Rule (UKLR) 6.6.1

The information in the table below is required to be disclosed by UKLR 6.6.1 and can be found in the following locations. There are

no other disclosures required under this UKLR.

Section

Applicable sub‑paragraph within UKLR 6.6.1

Location

Interest capitalised

Group Financial Statements, Note 23, page 173

Details of long‑term incentive schemes

Directors’ Remuneration report, page 118

Waivers of dividends

Group Financial Statements, Note 15, page 161

Waivers of future dividends

Group Financial Statements, Note 15, page 161

By order of the Board:

James Kerton

Company Secretary

23 February 2026

Employee share schemes

In addition to the discretionary share

schemes operated as part of the Group’s

long‑term incentives, detailed in the

Remuneration report on pages 109 and

118, the Group operates an all‑employee

share scheme in selected jurisdictions.

The Directors believe that these schemes

align the interests of employees and

shareholders by encouraging employees

to buy and own shares in the Company,

thus enabling them to benefit directly

from the anticipated growth and success

of the Group in the future.

Executive Directors may also participate

in the UK all‑employee share scheme,

which is an HMRC‑approved

savings‑related share option plan,

on the same basis as other eligible

employees. All participants may invest

up to the limits set in line with HMRC

guidance and as operated by the Group.

Shares acquired through the Group’s

share plans rank pari passu with existing

ordinary shares in issue and have no

special rights with regards to voting,

rights to dividend, control of the

Company or otherwise.

125

Convatec Annual Report and Accounts 2025

Additional information

Financial statements

Strategic report

Governance

Directors’ responsibilities statement

The Directors are responsible for

preparing the Annual Report and the

financial statements in accordance with

applicable law and regulations.

Company law requires the Directors to

prepare financial statements for each

financial year. Under that law the

Directors are required to prepare the

Group Financial Statements in

accordance with United Kingdom

adopted international accounting

standards. The financial statements also

comply with IFRS Accounting Standards

as issued by the International

Accounting Standards Board (IASB). The

Directors have also chosen to prepare

the parent company financial

statements in accordance with United

Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting

Standards and applicable law), including

FRS 101,

Reduced Disclosure Framework

Under company law the Directors must

not approve the financial statements

unless they are satisfied that they give a

true and fair view of the state of affairs

of the Group and Company and of the

profit or loss of the Group and

Company for that period.

In preparing the parent company’s

financial statements, the Directors are

required to:

–

Select suitable accounting policies

and then apply them consistently;

–

Make judgements and accounting

estimates that are reasonable and

prudent;

–

State whether applicable UK

Accounting Standards have been

followed, subject to any material

departures disclosed and explained

in the financial statements; and

–

Prepare the financial statements on

the going concern basis unless it is

inappropriate to presume that the

Company will continue in business.

In preparing the Group Financial

Statements, International Accounting

Standard 1 requires that Directors:

–

Properly select and apply accounting

policies;

–

Present information, including

accounting policies, in a manner

that provides relevant, reliable,

comparable and understandable

information;

–

Provide additional disclosures

when compliance with the specific

requirements of the financial

reporting framework are insufficient

to enable users to understand the

impact of particular transactions,

other events and conditions on the

Group’s financial position and financial

performance; and

–

Make an assessment of the Group’s

ability to continue as a going concern.

The Directors are responsible for keeping

adequate accounting records that are

sufficient to show and explain the Group

and Company’s transactions and disclose

with reasonable accuracy at any time the

financial position of the Group and

Company and enable them to ensure

that the financial statements comply with

the Companies Act 2006. They are also

responsible for safeguarding the assets

of the Group and Company and hence

for taking reasonable steps for the

prevention and detection of fraud

and other irregularities.

The Directors are responsible for the

maintenance and integrity of the

corporate and financial information

included on the Group’s website.

Legislation in the United Kingdom

governing the preparation and

dissemination of financial

statements may differ from

legislation in other jurisdictions.

Responsibility statement

We confirm that to the best of our

knowledge:

–

The Financial Statements, prepared in

accordance with the relevant financial

reporting framework, give a true and

fair view of the assets, liabilities,

financial position and profit or loss

of the Company and the undertakings

included in the consolidation taken

as a whole;

–

The Strategic report includes a

fair review of the development

and performance of the business

and the position of the Company

and the undertakings included in

the consolidation taken as a whole,

together with a description of the

principal risks and uncertainties that

they face; and

–

The Annual Report and Financial

Statements, taken as a whole, are fair,

balanced and understandable and

provide the information necessary for

shareholders to assess the Group and

Company’s performance and position,

business model and strategy.

This responsibility statement was

approved by the Board of Directors on

23 February 2026 and is signed on its

behalf by:

Jonny Mason

Chief Executive Officer

Fiona Ryder

Chief Financial Officer

126

Convatec Annual Report and Accounts 2025

Financial statements

Independent auditor’s report

Independent Auditor’s report to the members of Convatec Group Plc

Report on the audit of the Financial Statements

1. Opinion

In our opinion:

–

the Financial Statements of Convatec Group Plc (the ‘Company’) and its subsidiaries (the ‘Group’) give a true and fair view of

the state of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended

–

the Group Financial Statements have been properly prepared in accordance with United Kingdom adopted international

accounting standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB)

–

the Company Financial Statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework” and

–

the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006

We have audited the Financial Statements which comprise:

–

the Consolidated Income Statement

–

the Consolidated Statement of Comprehensive Income

–

the Consolidated and Company Statements of Financial Position

–

the Consolidated and Company Statements of Changes in Equity

–

the Consolidated Statement of Cash Flows and

–

the related Notes 1 to 27 of the Consolidated financial statements and Notes 1 to 10 of the Company financial statements

The financial reporting framework that has been applied in the preparation of the Group Financial Statements is applicable law

and United Kingdom adopted international accounting standards and IFRS Accounting Standards as issued by the IASB. The

financial reporting framework that has been applied in the preparation of the Company Financial Statements is applicable law and

United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted

Accounting Practice).

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our

responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the Financial

Statements section of our report.

We are independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of

the Financial Statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed

public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit

services provided to the Group and the Company for the year are disclosed in Note 3.3 to the Financial Statements. We confirm that

we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the Company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

127

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

3. Summary of our audit approach

Key audit matters

The key audit matters that we identified in the current year were:

–

Revenue recognition in key markets and

–

Valuation of InnovaMatrix intangible asset

Within this report, key audit matters are identified as follows:

Newly identified

Similar level of risk

Materiality

The materiality that we used for the Group Financial Statements was $14.5m which was

determined on the basis of profit before tax adjusted for certain items.

Scoping

Combined, we performed audit procedures across 22 components in 12 countries

accounting for 77% of revenue, 83% of profit before tax and 77% of net assets.

Significant changes in our approach

We have identified one new key audit matter in relation to the valuation of

InnovaMatrix

intangible asset as a result of the increase in judgement relative to the

prior year resulting from the CMS pricing decision.

4. Conclusions relating to going concern

In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting in the

preparation of the Financial Statements is appropriate.

Our evaluation of the Directors’ assessment of the Group’s and Company’s ability to continue to adopt the going concern basis

of accounting included:

–

Obtaining an understanding of the Directors’ process for determining the appropriateness of the use of the going concern basis

–

Assessing the availability of financing facilities including nature of facilities, repayment terms and covenants

–

Testing the accuracy of management’s models, including agreement to the most recent Board-approved budgets and forecasts

Evaluating the key assumptions used in these forecasts

–

Assessing the historical accuracy of forecasts prepared by management

–

Evaluating sensitivity analysis and its impact on available financial headroom and

–

Assessing the appropriateness of the disclosures within the Financial Statements

Based on the work we performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group’s and Company’s ability to continue as a going concern for

a period of at least 12 months from when the Financial Statements are authorised for issue.

In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add

or draw attention to in relation to the Directors’ Statement in the Financial Statements about whether the Directors considered

it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections

of this report.

128

Convatec Annual Report and Accounts 2025

Financial statements

Independent auditor’s report

continued

5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial

Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due

to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy; the allocation

of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

5.1. Revenue recognition in key markets

Key audit matter description

The Group recorded revenue of $2,439m for the year ended 31 December 2025 (31 December 2024: $2,289m)

under IFRS 15:

Revenue from contracts with customer

As disclosed in Note 2.1 to the Group Financial Statements, the Group’s policy is to recognise revenue when

control over a product has transferred, generally on delivery, to a customer, distributor or wholesaler. The

Group measures revenue for goods sold based on the consideration specified in a contract with a customer,

net of discounts, rebates, chargeback allowances and sales-related taxes. Further information is included in

the geographic segment information in Note 2.2.

For certain sales of new and recently launched products to individual doctors, medical centres and hospitals,

there is judgement in estimating the transaction price due to uncertainties over the payment and timing of the

customers’ insurance reimbursements, and the limited established market practice and customer payment

history.

As the audit of revenue is one of the key determinants of our overall audit strategy requiring significant

allocation of audit resources, revenue recognition has been included as a key audit matter. The Audit and Risk

Committee includes its assessment of this matter on page 97

How the scope of our audit

responded to the key audit

matter

We performed the following procedures:

–

We completed walkthroughs to gain an understanding of the end-to-end revenue processes and tested

relevant controls across the Group

–

We tested the general IT controls and relevant automated business controls in the main financial

reporting system used by the Group

–

We evaluated the accounting treatment for revenue relating to sales of new and recently launched

products against the requirements of IFRS 15, taking into account customer payment practices and the

reimbursement environment

–

We held direct enquiries with category and geographic market leaders, assessing changes in customer

demand and new product introductions that might impact sales patterns

–

We performed detailed transaction testing on a sample basis, agreeing sales through to invoice, final

sales contracts and delivery notes

–

We assessed any relevant updates to contracts to assess the terms of sale and to support recalculation of

rebates and chargebacks associated with the revenue and

–

We assessed whether the disclosures within the Annual Report and Accounts are in compliance with the

requirements of IFRS 15

Key observations

We are satisfied that revenue recognised across key markets and the disclosures made are appropriate.

129

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

5.2. Valuation of InnovaMatrix

intangible asset

Key audit matter description

At 31 December 2025, the Group held $219m of product-related intangible assets (31 December 2024: $398m).

This includes $40m relating to the platform asset for the InnovaMatrix wound care product, net of an

impairment of $72m recognised in the year.

When the carrying amount of an individual intangible asset exceeds its recoverable amount, an impairment is

recognised. Recoverability of an intangible asset is derived from certain assumptions and estimates of future

trading performance which create significant estimation uncertainty.

An impairment indicator was identified in the year in relation to the platform asset for the InnovaMatrix

wound care product as a result of the Centers for Medicare and Medicaid Services’ (CMS) pricing decision for

wound biologics products, following a period of uncertainty relating to Local Coverage Determinations (LCDs).

Accordingly, an impairment test was performed to determine the recoverable amount of the asset.

The underlying assumptions made in the impairment test include forecast sales pricing, volume, growth rates

and operating margins. This includes assumptions on the timing of cash flows, particularly in new and recently

launched markets.

We identified the valuation of the InnovaMatrix

intangible asset as a key audit matter due to the inherent

judgements involved in estimating future cash flows. Auditing such assumptions and estimates required

extensive audit effort to evaluate the reasonableness of forecasts and judgements.

A key source of estimation uncertainty is disclosed in Note 1.4 of the Group Financial Statements with further

disclosures related to the impairment included in Note 8. The matter is also discussed in the Audit and Risk

Committee report on page 97

How the scope of our audit

responded to the key audit

matter

We performed the following audit procedures, in the assessment of the valuation of InnovaMatrix

intangible asset:

–

We obtained an understanding of the Group’s relevant controls over the review of key inputs and

assumptions used in the valuation of the InnovaMatrix

intangible asset

–

We monitored developments through the year in relation to reimbursement in the US, specifically

in relation to the CMS pricing decision and the proposed LCDs, noting the latter were cancelled on

24 December 2025

–

With the assistance of our valuation specialists, we evaluated the methodology used to perform the

impairment test, with reference to the modelling that had been used to determine the fair value of the

asset upon its initial recognition in 2022, and assessed mechanical accuracy of the forecast model and

discount rate applied

–

We made inquiries of key individuals within the Advanced Wound Care category. These inquiries assisted

our evaluation of the Group’s evidence to support key forecast assumptions in relation to sales volumes,

pricing and operating margins

–

We evaluated the key inputs and assumptions applied in estimating sales and operating margin

forecasts, including consideration of external market data. This included evaluating the risk-adjusted

cash flows in relation to entry to new markets outside the US

–

We assessed the historical accuracy of sales and margin forecasts and

–

Evaluated management’s Annual Report disclosures, including IAS 1 critical accounting judgements and/

or key sources of estimation uncertainty and IAS 36 sensitivity disclosures

Key observations

We concluded the judgements made by management were reasonable and in accordance with IAS 36:

Impairment of Assets. We consider the disclosures in Note 1.4 in relation to key sources of estimations

uncertainty to be appropriate.

130

Convatec Annual Report and Accounts 2025

Financial statements

Independent auditor’s report

continued

6. Our application of materiality

6.1 Materiality

We define materiality as the magnitude of misstatement in the Financial Statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of

our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the Financial Statements as a whole as follows:

Group Financial Statements

Company Financial Statements

Materiality

$14.5m (2024: $11.8m)

$7.3m (2024: $5.9m)

Basis for determining

materiality

4.3% (2024: 4.3%) of profit before tax after

amortisation of acquired intangibles but before

$107m of other adjusting items disclosed on page 29.

The Company materiality equates to 0.1% (2024: 0.1%)

of net assets.

Rationale for the

benchmark applied

In determining our materiality benchmark, we

considered the focus of the users of the Financial

Statements. Profit before tax is the base from which

key performance measures are calculated as well

as key metrics used in providing trading updates.

We have adjusted profit before tax for certain items

as summarised above.

In determining our materiality, we considered

net assets as the appropriate benchmark given

the Company is primarily a holding company for

the Group.

Group materiality $14.5m

Component performance

materiality range $5.1m

to $7.1m

Audit and Risk Committee

reporting threshold $0.7m

PBT adjusted for certain items

Group materiality

PBT adjusted

for certain

items $337m

6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the Financial Statements as a whole.

Group Financial Statements

Company Financial Statements

Performance materiality

70% (2024: 70%) of Group materiality

70% (2024: 70%) of Company materiality

Basis and rationale for

determining performance

materiality

We set performance materiality at a level that we consider normal for the audit of public companies.

In determining performance materiality, we considered the following factors:

a. our risk assessment, including our understanding of the entity and its overall control environment

b. the quality of the control environment and control reliance adopted over certain business processes and

IT systems

c. the disaggregated nature of the Group and the likelihood of an individually material error and

d. our cumulative experience from prior year audits and low level of corrected and uncorrected misstatements

identified

Component performance

materiality

For components other than the Company, where our work on a component included an audit of the entire financial

information or an audit on one or more classes of transactions, account balances and disclosures, this work was

completed to component performance materiality levels between $5.1m and $7.1m (2024: $4.1m and $5.8m).

6.3. Error reporting threshold

We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of $0.7m (2024:

$0.6m), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to

the Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of the Financial

Statements.

131

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

7. Audit scope and execution

The design of our audit approach reflects

the group structure, utilising data

extracted from the Group’s ERP system

to effectively address risks of material

misstatement, as well as fulfil our

responsibilities around the direction,

supervision and review of the audit work

performed by component teams. Our

audit approach can be summarised into

the following areas that enabled us to

obtain the evidence required to form

an opinion on the Group and Company

Financial Statements:

–

Use of audit technology:

The central

control and common systems

throughout the Group enables us to

deploy and utilise process and data

analytics across the breadth of the

Group, providing a more detailed

understanding of the flow of

transactions, enabling us to focus our

risk assessment and design targeted

audit testing procedures.

–

We embed technology throughout

our audit to improve quality and

effectiveness, including in the areas

of planning and scoping, project

management, risks and controls

assessment, substantive testing and

reporting insights to management and

the Audit and Risk Committee.

–

Audit planning and risk assessment

at a Group level:

Our risk assessment

procedures considered, amongst other

factors, the impact of climate change

and the wider macroeconomic

environment on the account balances,

disclosures and company practices.

–

The Group operates primarily on one

ERP system, with automated controls

supporting the IT infrastructure. We

have tested these automated controls,

including segregation of duties and

controls configurations. This testing is

integrated into our audit risk assessment

to ensure only relevant controls are

tested, and direct testing on exceptions

identified. For components of the Group

which do not operate on the main ERP

system, we obtained an understanding

of the relevant systems and IT controls.

–

Audit work performed at global

shared service centres:

A significant

amount of the Group’s operational

processes that cover financial reporting

is undertaken in Convatec Business

Services (“CBS”). Our Group audit team

coordinated our audit work in the CBS

utilising a global project management

platform. This structure enabled us to

develop our understanding of the

end-to-end processes that supported

material account balances, classes of

transactions and disclosures within the

Group Financial Statements. We then

evaluated the effectiveness of internal

controls over financial reporting for

these processes and considered the

implications for the remainder of our

audit work. As part of supervising the

work of the CBS audit, senior Group

audit team members visited Portugal

throughout the audit period.

–

Audit work executed at component

level:

We focused our work on 22 (2024:

23) components covering 12 (2024: 13)

countries, 77% (2024: 78%) of revenue,

83% (2024: 81%) of profit before tax and

77% (2024: 90%) of net assets. The 22

(2024: 23) components are in the US, UK,

Australia, Brazil, Dominican Republic,

Denmark, France, Canada, Italy, Slovakia

and Spain, which include the principal

operating units of the Group.

–

Audit procedures undertaken at the

Group level and on the Company:

addition to the above, we also performed

audit work on the Group and Company

Financial Statements, including: the

consolidation of the Group’s results, the

preparation of the Financial Statements,

certain disclosures within the Directors’

Remuneration report, litigation

provisions and exposures, and entity

level and oversight controls relevant

to financial reporting. The component

account balances not covered by our

audit scope were subject to analytical

procedures confirming that there were

no significant risks of material

misstatement in the aggregated

financial information.

–

Internal controls testing approach:

We obtained an understanding of the

relevant internal controls over the

financial reporting process for our

audit risk assessment. We have

continued to place greater reliance on

financial controls, as a higher proportion

of the Group’s financial controls have

been transferred to the Group’s CBS,

which has a standardised controls and

processing environment. We have tested

and placed reliance on relevant financial

controls within the revenue and

expenditure business cycles processed

within the Group’s CBS, including

automated controls. Within other

components, we have obtained an

understanding of relevant controls.

We identified IT systems relevant to

the audit of the Group and obtained an

understanding of relevant IT controls.

For some operating companies,

including the main financial reporting

IT environment in the CBS centre, we

tested the general IT controls with the

involvement of our IT specialists and

placed reliance on general IT controls

–

Impact of climate change on our audit:

In planning our audit, we have

considered the potential impact of

climate change on the Group’s business

and its Financial Statements. The Group

has reassessed the risks and opportunities

relevant to climate change and

maintained the Environment and

Communities risk as a principal risk

across the Group.

As a part of our audit procedures, we

have reviewed the Group’s environment-

related risk assessment and held

discussions with the Audit and Risk

Committee to understand the process

of identifying climate-related risks, the

determination of mitigating actions and

the impact on the Group’s Financial

Statements. While management has

acknowledged that the transition and

physical risks posed by climate change

have the potential to impact the

medium- to long-term success of the

business, they have assessed that there

is no material impact arising from

climate change on the judgements and

estimates made in the Group Financial

Statements as at 31 December 2025 as

explained in Note 1.3 on page 139.

We performed our own qualitative risk

assessment of the potential impact of

climate change on the Group’s account

balances and classes of transactions and

did not identify any additional risks of

material misstatement. Our procedures

include reviewing disclosures included in

the Strategic Report to consider whether

they are materially consistent with the

Financial Statements and our knowledge

obtained in the audit.

8. Other information

The other information comprises the

information included in the Annual Report,

other than the Financial Statements and

our auditor’s report thereon. The Directors

are responsible for the other information

contained within the Annual Report.

Our opinion on the Financial Statements

does not cover the other information and,

except to the extent otherwise explicitly

stated in our report, we do not express

any form of assurance conclusion thereon.

Our responsibility is to read the other

information and, in doing so, consider

whether the other information is

materially inconsistent with the Financial

Statements or our knowledge obtained

in the course of the audit, or otherwise

appears to be materially misstated.

If we identify such material inconsistencies

or apparent material misstatements, we

are required to determine whether this

gives rise to a material misstatement in the

Financial Statements themselves. If, based

on the work we have performed, we

conclude that there is a material

misstatement of this other information,

we are required to report that fact.

We have nothing to report

in this regard.

9. Responsibilities of Directors

As explained more fully in the Directors’

responsibilities statement, the Directors

are responsible for the preparation of the

Financial Statements and for being

satisfied that they give a true and fair view,

and for such internal control as the

Directors determine is necessary to enable

the preparation of Financial Statements

that are free from material misstatement,

whether due to fraud or error.

In preparing the Financial Statements, the

Directors are responsible for assessing

the Group’s and the Company’s ability to

132

Convatec Annual Report and Accounts 2025

Financial statements

Independent auditor’s report

continued

continue as a going concern, disclosing as

applicable, matters related to going

concern and using the going concern

basis of accounting unless the Directors

either intend to liquidate the Group or the

Company or to cease operations, or have

no realistic alternative but to do so.

10. Auditor’s responsibilities for the

audit of the Financial Statements

Our objectives are to obtain reasonable

assurance about whether the Financial

Statements as a whole are free from

material misstatement, whether due to

fraud or error, and to issue an auditor’s

report that includes our opinion.

Reasonable assurance is a high level

of assurance, but is not a guarantee that

an audit conducted in accordance with

ISAs (UK) will always detect a material

misstatement when it exists.

Misstatements can arise from fraud

or error and are considered material

if, individually or in the aggregate,

they could reasonably be expected

to influence the economic decisions

of users taken on the basis of these

Financial Statements.

A further description of our

responsibilities for the audit of the

Financial Statements is located on the

FRC’s website at: www.frc.org.uk/

auditorsresponsibilities. This description

forms part of our auditor’s report.

11. Extent to which the audit was

considered capable of detecting

irregularities, including fraud

Irregularities, including fraud, are

instances of non-compliance with laws

and regulations. We design procedures

in line with our responsibilities, outlined

above, to detect material misstatements

in respect of irregularities, including

fraud. The extent to which our procedures

are capable of detecting irregularities,

including fraud is detailed below.

11.1. Identifying and assessing

potential risks related to irregularities

In identifying and assessing risks of

material misstatement in respect of

irregularities, including fraud and

non-compliance with laws and

regulations, we considered the following:

–

the nature of the industry and sector,

control environment and business

performance including the design of

the Group’s remuneration policies, key

drivers for Directors’ remuneration,

bonus levels and performance targets

–

the Group’s own assessment of the

risks that irregularities may occur

either as a result of fraud or error

that was approved by the Board

–

results of our enquiries of

management, internal audit, the

Directors and the Audit and Risk

Committee about their own

identification and assessment of the

risks of irregularities, including those

that are specific to the Group’s sector

– any matters we identified having

obtained and reviewed the Group’s

documentation of their policies and

procedures relating to:

–

identifying, evaluating and

complying with laws and regulations

and whether they were aware of any

instances of non-compliance

–

detecting and responding to the

risks of fraud and whether they have

knowledge of any actual, suspected

or alleged fraud

–

the internal controls established to

mitigate risks of fraud or non-

compliance with laws and regulations

–

the matters discussed among the

audit engagement team including

significant component audit teams

and relevant internal specialists,

including tax, valuations, IT and

financial instrument specialists

regarding how and where fraud

might occur in the Financial

Statements and any potential

indicators of fraud

As a result of these procedures, we

considered the opportunities and

incentives that may exist within the

organisation for fraud and identified

the greatest potential for fraud in certain

elements of revenue recognition and

expected credit loss provisioning. In

common with all audits under ISAs (UK),

we are also required to perform specific

procedures to respond to the risk of

management override. We also obtained

an understanding of the legal and

regulatory frameworks that the Group

operates in, focusing on provisions of

those laws and regulations that had a

direct effect on the determination of

material amounts and disclosures in the

Financial Statements. The key laws and

regulations we considered in this context

included the UK Companies Act, Listing

Rules, pensions legislation and tax

legislation. In addition, we considered

provisions of other laws and regulations

that do not have a direct effect on the

Financial Statements but compliance

with which may be fundamental to the

Group’s ability to operate or to avoid a

material penalty. These included the

Food and Drug Administration (“FDA”)

regulations and the Medical Devices

Regulations (“MDR”).

11.2. Audit response to risks identified

As a result of performing the above, we

identified revenue recognition in key

markets as a key audit matter and this

included the potential risk of fraud. The key

audit matters section of our report describes

the specific procedures we performed in

response to the key audit matters.

In addition to the above, our procedures

to respond to risks identified included

the following:

–

reviewing the Financial Statement

disclosures and testing to supporting

documentation to assess compliance

with provisions of relevant laws and

regulations described as having a direct

effect on the Financial Statements

–

enquiring of management, the Audit

and Risk Committee and both in-house

and external legal counsel concerning

actual and potential litigation and claims

–

performing analytical procedures to

identify any unusual or unexpected

relationships that may indicate risks

of material misstatement due to fraud

–

reading minutes of meetings of those

charged with governance, reviewing

internal audit reports and reviewing

correspondence with tax authorities in

jurisdictions in which the Group operates

–

in addressing the risk of fraud in

expected credit loss provisioning,

evaluating the level of historical

write-offs and the level of uncollected

sales from prior periods and

–

in addressing the risk of fraud through

management override of controls,

testing the appropriateness of journal

entries and other adjustments; assessing

whether the judgements made in making

accounting estimates are indicative of a

potential bias; and evaluating the

business rationale of any significant

transactions that are unusual or outside

the normal course of business

We also communicated relevant

identified laws and regulations and

potential fraud risks to all engagement

team members including internal

specialists and component audit teams,

and remained alert to any indications of

fraud or non-compliance with laws and

regulations throughout the audit.

Report on other legal and

regulatory requirements

12. Opinions on other matters

prescribed by the Companies Act 2006

In our opinion the part of the

Directors’ Remuneration report

to be audited has been properly

prepared in accordance with the

Companies Act 2006.

In our opinion, based on the work

undertaken in the course of the audit:

–

the information given in the

strategic report and the

Directors’ report for the financial

year for which the Financial

Statements are prepared is

consistent with the Financial

Statements; and

–

the strategic report and the

Directors’ report have been

prepared in accordance with

applicable legal requirements

In the light of the knowledge

and understanding of the Group

and the Company and their

environment obtained in the

course of the audit, we have

not identified any material

misstatements in the strategic

report or the Directors’ report.

133

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

13. Corporate Governance Statement

The UK Listing Rules require us to review

the Directors’ Statement in relation to

going concern, longer-term viability and

that part of the Corporate Governance

Statement relating to the Group’s

compliance with the provisions of the UK

Corporate Governance Code specified for

our review.

Based on the work undertaken as

part of our audit, we have concluded

that each of the following elements

of the Corporate Governance

Statement is materially consistent

with the Financial Statements and

our knowledge obtained during

the audit:

–

the Directors’ statement with

regards to the appropriateness

of adopting the going concern

basis of accounting and any

material uncertainties identified

set out on page 138

–

the Directors’ explanation as to

its assessment of the Group’s

prospects, the period this

assessment covers and why the

period is appropriate set out on

page 76

–

the Directors’ statement on fair,

balanced and understandable

set out on page 95

–

the Board’s confirmation that it

has carried out a robust

assessment of the emerging and

principal risks set out on page 66

–

the section of the annual report

that describes the review of

effectiveness of risk

management and internal

control systems set out on page

67 and

–

the section describing the work

of the Audit and Risk Committee

set out on pages 94-103

14. Matters on which we are required

to report by exception

14.1. Adequacy of explanations

received and accounting records

Under the Companies Act 2006 we are

required to report to you if, in our

opinion:

–

we have not received all the

information and explanations we

require for our audit or

–

adequate accounting records have not

been kept by the Company, or returns

adequate for our audit have not been

received from branches not visited by

us or

–

the Company Financial Statements are

not in agreement with the accounting

records and returns

We have nothing to report in

respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are

also required to report if in our opinion

certain disclosures of Directors’

remuneration have not been made or the

part of the Directors’ Remuneration

report to be audited is not in agreement

with the accounting records and returns.

We have nothing to report in

respect of these matters.

15. Other matters which we are

required to address

15.1. Auditor tenure

Following the recommendation of

the Audit and Risk Committee, we

were appointed by the Directors on

12 December 2016 to audit the

Financial Statements for the year ending

31 December 2016 and subsequent

financial periods. The period of total

uninterrupted engagement including

previous renewals and reappointments

of the firm is ten years, covering the

years ending 31 December 2016 to

31 December 2025. As set out in the

Audit and Risk Committee report on

page 95-96, 2025 is the final year of our

audit tenure.

15.2. Consistency of the audit report

with the additional report to the Audit

and Risk Committee

Our audit opinion is consistent with the

additional report to the Audit and Risk

Committee we are required to provide in

accordance with ISAs (UK).

16. Use of our report

This report is made solely to the

Company’s members, as a body, in

accordance with Chapter 3 of Part 16 of

the Companies Act 2006. Our audit work

has been undertaken so that we might

state to the Company’s members those

matters we are required to state to them

in an auditor’s report and for no other

purpose. To the fullest extent permitted

by law, we do not accept or assume

responsibility to anyone other than the

Company and the Company’s members as

a body, for our audit work, for this report,

or for the opinions we have formed.

As required by the Financial Conduct

Authority (FCA) Disclosure Guidance and

Transparency Rule (DTR) 4.1.15R – DTR

4.1.18R, these Financial Statements form

part of the Electronic Format Annual

Financial Report filed on the National

Storage Mechanism of the FCA in

accordance with DTR 4.1.15R – DTR

4.1.18R. This auditor’s report provides

no assurance over whether the Electronic

Format Annual Financial Report has been

prepared in compliance with DTR 4.1.15R

– DTR 4.1.18R.

Claire Faulkner, FCA

(Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

23 February 2026

Consolidated income statement

For the year ended 31 December 2025

2025

2024

Notes

Revenue

2,439

2,289

Cost of sales

(1,068)

(1,005)

Gross profit

1,371

1,284

Selling and distribution expenses

(668)

(645)

General and administrative expenses

(206)

(195)

Research and development expenses

(111)

(112)

Other operating expenses

(70)

(7)

Operating profit

316

325

Finance income

Finance expense

(71)

(83)

Fair value movement of contingent consideration

(10)

(5)

Non-operating (expense)/income, net

(8)

Profit before income taxes

230

246

Income tax expense

(55)

Net profit

175

191

Earnings per share

Basic earnings per share (cents per share)

8.6¢

9.3¢

Diluted earnings per share (cents per share)

8.6¢

9.3¢

The accounting policies and notes on pages 138 to 175 form an integral part of the Consolidated Financial Statements. All amounts

are attributable to shareholders of the Group and wholly derived from continuing operations.

Consolidated statement of comprehensive income

For the year ended 31 December 2025

2025

2024

Notes

Net profit

175

191

Items that will not be reclassified subsequently to the Consolidated Income Statement

Remeasurement of defined benefit pension plans, net of tax

–

Changes in fair value of equity investments

(15)

(6)

Items that may be reclassified subsequently to the Consolidated Income Statement

Foreign currency translation

100

(48)

Effective portion of changes in fair value of cash flow hedges

(11)

Changes in fair value of cash flow hedges reclassified to the Consolidated Income Statement

(10)

Costs of hedging

(1)

Other comprehensive income/(expense)

(62)

Total comprehensive income

265

129

All amounts are attributable to shareholders of the Group and wholly derived from continuing operations.

134

Convatec Annual Report and Accounts 2025

Financial statements

Consolidated financial statements

Consolidated statement of financial position

As at 31 December 2025

2025

2024

Notes

Assets

Non-current assets

Property, plant and equipment

673

503

Right-o

-use assets

Intangible assets

646

806

Goodwill

1,350

1,290

Investment in financial assets

Deferred tax assets

Restricted cash

Other non-current receivables

2,841

2,722

Current assets

Inventories

416

349

Trade and other receivables

419

335

Current tax receivable

Derivative financial assets

Restricted cash

Cash and cash equivalents

940

793

Total assets

3,781

3,515

Equity and liabilities

Current liabilities

Trade and other payables

493

382

Lease liabilities

Current tax payable

Derivative financial liabilities

Contingent consideration

Provisions

616

511

Non-current liabilities

Borrowings

1,398

1,123

Lease liabilities

Deferred tax liabilities

Contingent consideration

Provisions

Other non-current liabilities

1,647

1,315

Total liabilities

2,263

1,826

Net assets

1,518

1,689

Equity

Share capital

251

Share premium

181

Own shares

(303)

(16)

Retained deficit

(793)

(828)

Merger reserve

2,099

Cumulative translation reserve

(70)

(170)

Other reserves

153

172

Total equity

1,518

1,689

Total equity and liabilities

3,781

3,515

The Consolidated Financial Statements of Convatec Group Plc, company number 10361298, were approved by the Board of Directors

and authorised for issue on 23 February 2026 and signed on its behalf by:

onn

Mason

Fiona R

der

Chief Executive Officer

Chief Financial Officer

135

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

Consolidated statement of changes in equity

For the year ended 31 December 2025

capital

premium

Own

Retained

deficit

Merger

reserve

Cumulative

translation

reserve

Other

reserves

Total

Notes

At 1 January 2024

251

181

–

(889)

2,099

(122)

173

1,693

Net profit

–

191

–

191

Other comprehensive expense:

Foreign currency translation

adjustment

–

(48)

–

(48)

Changes in fair value of cash flow

hedges, net of tax

–

(8)

Changes in fair value of equity

investments

–

(6)

Other comprehensive expense

–

(48)

(14)

(62)

Total comprehensive

income/(expense)

–

191

–

(48)

(14)

129

Dividends paid

–

(130)

–

(130)

Purchase of shares by

Employee Benefit Trust

–

(23)

–

(23)

Share-based payments

–

Share awards vested

–

(6)

Excess deferred tax benefit from

share-based payments

–

(2)

Changes in fair value of cash flow

hedges transferred to inventory

–

At 31 December 2024

251

181

(16)

(828)

2,099

(170)

172

1,689

Net profit

–

175

–

175

Other comprehensive

income/(expense):

Foreign currency translation

adjustment

–

100

–

100

Remeasurement of defined benefit

pension plans, net of tax

–

Changes in fair value of cash flow

hedges, net of tax

–

Changes in fair value of equity

investments

–

(15)

Other comprehensive income

–

100

(10)

Total comprehensive income

–

175

–

100

(10)

265

Dividends paid

–

(140)

–

(140)

Purchase of shares by

Employee Benefit Trust

–

(25)

–

(25)

Purchase of treasury shares

–

(301)

–

(301)

Share-based payments

–

Share awards vested

–

(38)

Changes in fair value of cash flow

hedges transferred to inventory

–

At 31 December 2025

251

181

(303)

(793)

2,099

(70)

153

1,518

136

Convatec Annual Report and Accounts 2025

Financial statements

Consolidated financial statements

continued

Consolidated statement of cash flows

For the year ended 31 December 2025

2025

2024

Notes

Cash flows from operating activities

Net profit

175

191

Adjustments for:

Depreciation of property, plant and equipment

Depreciation of right-o

-use assets

Amortisation of intangible assets

155

157

Income tax

Non-operating expense, net

Fair value movement of contingent consideration

Finance costs, net

Share-based payments

Impairment of intangible assets

Impairment of property, plant and equipment

–

Change in assets and liabilities:

Inventories

(38)

Trade and other receivables

(58)

(27)

Trade and other payables

Provisions

(2)

(10)

Other non-current payables

Net cash generated from operations

605

576

Interest received

Interest paid

(82)

(84)

Payment of contingent consideration arising from acquisitions

(2)

(48)

Income taxes paid

(54)

(52)

Net cash generated from operating activities

470

397

Cash flows from investing activities

Acquisition of property, plant and equipment

(135)

(92)

Acquisition of intangible assets

(50)

(30)

Proceeds from sale of property, plant and equipment

–

Acquisitions, net of cash acquired

(14)

Payment of contingent consideration arising from acquisitions

(25)

(23)

Net cash inflow arising from divestitures

–

Investment in other financial assets

–

(5)

Net cash used in investing activities

(208)

(161)

Cash flows from financing activities

Repayment of borrowings

(250)

(98)

Proceeds from borrowings

504

–

Realised loss on settlement of FX derivatives

(32)

–

Payment of lease liabilities

(27)

(25)

Net cash inflow arising from lease incentives

–

Dividends paid

(140)

(130)

Purchase of own shares

(326)

(11)

Net cash used in financing activities

(258)

(264)

Net change in cash and cash equivalents

(28)

Cash and cash equivalents at beginning of the year

Effect of exchange rate changes on cash and cash equivalents

(1)

(5)

Cash and cash equivalents at end of the year

The comparatives have been re-presented as outlined in Note 1.6 to the Consolidated Financial Statements.

137

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

Convatec Annual Report and Accounts 2025

138

1. Basis of preparation

This section describes the Group’s material accounting policies that relate to the Consolidated Financial Statements and explains

critical accounting judgements and estimates that management has identified as having a potentially material impact to the

Group. Specific accounting policies relating to the Notes to the Consolidated Financial Statements are described within that note.

1.1 General information

Convatec Group Plc (the Company) is a public limited company incorporated in the United Kingdom under the Companies Act of 2006.

The Company's registered office is 7th Floor, 20 Eastbourne Terrace, London, W2 6LG, United Kingdom.

The Consolidated Financial Statements have been prepared in accordance with United Kingdom adopted international accounting

standards and IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

The Consolidated Financial Statements are presented in US dollars (USD), as the revenue and operating profits of the Company and

its subsidiaries (collectively, the Group) are primarily generated in US dollars and US dollar-linked currencies. All values are rounded

to the nearest million (previously $0.1m) except where otherwise indicated. Comparatives have been adjusted accordingly. Financial

ratios are calculated using unrounded numbers.

Pages 7 and 8 in the Strategic report and 22 to 27 in the Financial Review provide further detail of the Group's principal activities and

nature of its operations.

1.2 Material accounting policies

The following material accounting policies apply to the Consolidated Financial Statements as a whole:

Basis of accounting and presentation

The consolidated financial information has been prepared on a historical cost basis, except for certain financial instruments where

fair value has been applied. Historical cost is generally based on the value of the consideration given in exchange for goods.

Basis of consolidation

The Consolidated Financial Statements include the results of the Company and all of its subsidiary undertakings. Subsidiaries are

entities controlled ultimately by the Company. Control exists when the Company ultimately: (i) has power over the investee; (ii) is

exposed, or has rights, to variable returns from its involvement in the investee; and (iii) has the ability to use its power to affect its

returns. The Company reassesses whether or not it ultimately controls an entity if facts and circumstances indicate that there are

changes to one or more of the three elements of control listed above.

The consolidated financial information of the Company's subsidiaries is included within the Group's Consolidated Financial

Statements from the date that control commences until the date that control ceases and is prepared for the same year end date

using consistent accounting policies.

Going concern

As discussed in the Financial review on pages 22 to 27 the overall financial performance of the business remains very strong with a

robust liquidity position.

In preparing their assessment of going concern, management and the Board have considered available cash resources, actual

financial performance, forecast performance from the Board-approved 2026 budget and longer-term strategic plan and exposure

to the Group’s principal and emerging risks.

As at 31 December 2025, the Group had total liquidity of $607m (2024: $631m), comprising cash and cash equivalents of $68m

(2024: $65m) and $539m (2024: $566m) undrawn of the multi-currency revolving credit facility maturing in 2028. The Group also

had borrowings of $1,398m (2024: $1,123m) which, net of unamortised financing fees of $13m (2024: $11m), comprised of the

drawn element of the multi-currency revolving credit facilities of $411m maturing in 2028, senior unsecured notes of $500m

maturing in 2029 and senior unsecured notes of $500m maturing in 2035 (see Note 19 – Borrowings).

Management and the Board considered severe but plausible downside scenarios linked to the Group’s principal risks and also

performed a reverse stress test against the base forecast to determine the performance levels that would result in a breach of

covenants. The outcome of this test was considered implausible given the Group’s strong global market position.

As a result, management and the Board have a reasonable expectation that the Group and Company will have adequate liquid

resources to meet their respective liabilities as they become due for a period of at least 12 months from the date that the Financial

Statements have been authorised and therefore believe that it is appropriate to adopt the going concern basis of accounting in

preparing the Group’s Consolidated Financial Statements.

Foreign currency translation and transactions

Assets and liabilities of subsidiaries whose functional currency is not US dollars are translated into US dollars at the rate of exchange

at the period end. Equity is translated into US dollars at historic rate. Income and expenses are translated into US dollars at

the average rates of exchange prevailing during the year. Foreign currency gains and losses resulting from the translation of

subsidiaries into US dollars are recognised in the Consolidated Statement of Comprehensive Income. Exchange differences arising

from the translation of the net investment in foreign operations are taken to the cumulative translation reserve within equity. They

are recycled and recognised in the Consolidated Income Statement upon disposal of the operation.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional

currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting

date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date.

Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the

date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency

are not retranslated. Any gain or loss arising from subsequent exchange rate movements is included as an exchange gain or loss

in the Consolidated Income Statement.

Notes to the consolidated financial statements

Strategic report

Governance

Financial statements

Additional information

1. Basis of preparation

continued

Convatec Annual Report and Accounts 2025

139

1.3 Climate change

In preparing the Consolidated Financial Statements, the Board recognised the risk of climate change on the business and

acknowledge that the Group must take appropriate action to mitigate and, where feasible, prevent further climate change impact.

Further details are provided within the ‘Responsible Business Review’ and the ‘Task Force on Climate-related Financial Disclosure’

sections of the Annual Report and Accounts on pages 32 to 65. In addition, climate related risks have been considered within the

‘Environment and Communities’ principal risk and discussed in greater detail in the ‘Principal risks’ section within the Annual Report

and Accounts.

The Group does not believe that there is currently a material impact to financial reporting judgements and estimates in relation to

climate-related risks and, as a result, the valuation of assets and liabilities have not been significantly impacted as at 31 December 2025.

Consideration was given to the financial reporting judgements and estimates in respect of the following areas:

–

Estimates of future cash flows used in the impairment assessment of goodwill

–

Valuation of the Group’s assets and liabilities (including the useful economic life of property, plant and equipment and other

intangible assets)

–

Going concern and viability of the Group over the next three years (see Viability assessment on pages 76 to 77 of the Annual

Report and Accounts)

Whilst there are currently no material changes or impact, management is aware of the variable risks that arise from climate change

and will regularly assess these risks against judgement and estimates made in the preparation of the Group’s Consolidated Financial

Statements, including their impacts on cash flows and the valuation of assets and liabilities.

1.4 Critical accounting judgements and key sources of estimation uncertainty

The preparation of financial statements, in conformity with United Kingdom adopted international accounting standards and

International Financial Reporting Standards (IFRS), requires management to make judgements, estimates and assumptions that

affect the application of accounting policies and the reported value of assets and liabilities, income and expense. Actual results

may differ from these estimates or judgements of likely outcome. Management regularly reviews, and revises as necessary, the

accounting judgements that significantly impact the amounts recognised in the Consolidated Financial Statements and the sources

of estimation uncertainty that are considered to be key estimates due to their potential to give rise to material adjustments in the

Group’s Consolidated Financial Statements within the next financial year.

In preparing the Consolidated Financial Statements, no critical accounting judgements have been identified.

Management have identified one key source of estimation uncertainty in respect of the InnovaMatrix

platform. During the year,

an impairment of $72m has been recognised (see Note 8 – Intangible assets and goodwill for further information). Following the

impairment, the carrying amount for the intangible asset was $40m at 31 December 2025. On 31 October 2025, the Centers for

Medicare & Medicaid Services (CMS) published a decision outlining their revised payment rate of $127.28 per sq cm for skin

substitutes with effect from 1 January 2026. As the implementation takes effect, with a resultant change to the shape of the US

market share for skin substitutes and given the uncertainties inherent in forecasting the entry to new markets outside the US, this

could result in further impairments (or reversals of the existing impairment charge) of the intangible asset.

The underlying drivers of the recoverable amount are cash flows derived from financial forecasts up to 2036 and discounted to

present value. Actual performance may differ from these forecasts depending on the amounts or timing of product revenues.

The following reasonably possible changes in assumptions upon which the recoverable amount was estimated, would lead to the

following changes in the recoverable amount of this asset:

| | |
| --- | --- |
| | |
| | (Decrease)/ |
| | Increase in |
| | recoverable |
| | amount |
| | $m |
| Increase in operating profit of 25% | 17 |
| Decrease in operating profit of 25% | (17) |
| Increase in revenue of 20% | 15 |
| Decrease in revenue of 20% | (11) |

The range of reasonably possible outcomes within the next financial year would result in the carrying value of the intangible asset

being $24m to $57m.

1.5 Accounting standards

New standards, interpretations and amendments applied for the first time

On 1 January 2025, the Group adopted the following amendments which are mandatorily effective for the period beginning

1 January 2025:

–

Lack of exchangeability – Amendment to IAS 21

The adoption during the year of the amendment to IAS 21 has not had a material impact on the Consolidated Financial Statements.

Apart from this change, the accounting policies set out in the notes have been applied consistently to both years presented in these

Consolidated Financial Statements.

Convatec Annual Report and Accounts 2025

140

1. Basis of preparation

continued

Notes to the consolidated financial statements

continued

Financial statements

New standards, interpretations and amendments not yet effective

At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Accounting

Standards that have been issued but are not yet effective:

–

Amendments to the Classification and Measurement of Financial Instruments – Amendment to IFRS 9 and IFRS 7 (effective for the

period beginning 1 January 2026)

–

IFRS 18 – Presentation and Disclosures in Financial Statements (effective for the period beginning 1 January 2027)

–

IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective for the period beginning 1 January 2027)

The amendments to IFRS 9 and IFRS 7 are not expected to have a material impact on the Group’s financial statements.

The Group is currently finalising the expected impact of IFRS 18 on the Group’s Consolidated Financial Statements, which is effective

for annual periods beginning on or after 1 January 2027. Retrospective application is required, so the comparative information for

the financial year ending 31 December 2026 will be restated in accordance with IFRS 18.

Whilst the recognition and measurement of items in the Consolidated Financial Statements will not be impacted, the presentation

and disclosure of certain items within the Consolidated Income Statement will be affected. To date, the following potential impacts

have been identified:

–

Foreign exchange gains and losses currently aggregated within non-operating expenses will be disaggregated into operating,

financing and investing in accordance with the underlying nature of the transaction. Any foreign exchange gains and losses not

designated as financing or investing, will be classified as operating

–

Fair value movement of contingent consideration will be reclassified to be shown within operating

–

A new subtotal called ‘Profit or loss before financing and income taxes’ to be included in the Consolidated Income Statement

Potential impacts identified to date on the Consolidated Statement of Cash Flows include:

–

Operating profit will become the starting point for calculating cash flows from operating activities

–

Interest paid will be reclassified from operating cash flows to financing cash flows

–

Interest received will be reclassified from operating cash flows to investing cash flows

A new disclosure will be required to disaggregate functional expenses by nature (depreciation of property, plant and equipment and

right-of-use assets, amortisation of intangible assets, employee benefits, impairment losses/reversals and inventory write-downs).

As the Group’s equity instruments are publicly traded, it is not eligible to elect to apply IFRS 19 for the purposes of the Consolidated

Financial Statements of the Group.

Other interpretations and amendments

In addition to these issued standards, there are a number of other interpretations, amendments and annual improvement project

recommendations that have been issued but not yet effective that have not been adopted by the Group because application is not

yet mandatory, or they are not relevant for the Group.

1.6 Prior year re-presentations

Within the Consolidated Statement of Cash Flows, cash flows associated with the acquisition of property, plant and equipment and

acquisition of intangible assets have been disaggregated to provide greater clarity, and accordingly, the corresponding 2024 comparative

amounts have been re-presented for consistency and comparability between periods. Acquisition of property, plant and equipment of

$92m and acquisition of intangible assets of $30m for the year ended 31 December 2024 have been presented separately. There is no

impact on cash flows, or any other subtotals presented previously.

Results of operations

This section includes disclosures explaining the Group’s performance for the year, including segmental information, operating

costs, other expenses, taxation and earnings per share.

2. Revenue and segmental information

2.1 Revenue recognition

The Group sells a broad range of products to a wide range of customers, including healthcare providers, patients and manufacturers.

This note provides further information about how the Group generates revenue and when it is recognised in the Consolidated

Income Statement.

Accounting policy

Revenue recognition

The Group measures revenue for goods sold based on the consideration specified in a contract with a customer, net of discounts,

chargeback allowances and sales-related taxes. Revenue is recognised when control over a product is transferred to a customer,

distributor or wholesaler, which is generally when goods have been delivered. Due to the short-term nature of the receivables

from sale of goods, the Group measures them at the original transaction price without discounting.

Nature of goods

Advanced Wound Care, Ostomy Care, and Continence Care products are sold to pharmacies, hospitals and other acute and post-

acute healthcare service providers directly or through distributors and wholesalers. Products are also sold directly to end

customers (patients) through the Group's home services entities and a small number of clinical and retail outlets.

Accounting policy

continued

Strategic report

Governance

Financial statements

Additional information

2. Revenue and segmental information

continued

Convatec Annual Report and Accounts 2025

141

Infusion Care primarily serves business-to-business customers, consisting principally of the leading manufacturers for pumps for

insulin and other medications.

In 2025 and 2024, no single customer generated more than 10% of the Group's revenue.

Nature, timing of satisfaction of performance obligations

Principally the Group's contracts with customers contain a single performance obligation, that is the delivery of products to

customers. Revenue is typically recognised when the customer receives the product but is subject to the shipping terms in each

individual contract. Where non-standard shipping arrangements exist, revenue is recognised when control of the goods has

transferred. Allowances for returns, where the contract specifies these terms, are made at the point of sale.

For sales to distributors, revenue is recognised when title is transferred to the distributor and the distributor has assumed

control, the timing of which depends on the contractual terms with each distributor. Chargeback allowances or contractual

deductions relating to end-customer agreements, which may differ from distributor contracts, are made at the point of title

transfer to the distributor. In certain European countries, rebates are provided to governments and are often mandated by laws

or government regulations. These rebates are estimated based on government regulations and unbudgeted spending, laws and

terms of individual rebate agreements, and are recorded as a deduction from revenue at the time the related revenue is

recorded. The estimates are adjusted periodically to reflect actual experience.

When distributors buy products from the Group at a contract price and sell these products to end-customers at a price agreed

with the Group that is lower than the distributors’ list price, a chargeback may arise and a claim may be submitted to the Group

by the distributor. The provision for chargebacks is based on expected sell-through levels by the Group’s distributors to

contracted customers, as well as estimated distributor inventory levels. Retrospective claims are reviewed against estimations

to ensure provisions are regularly updated.

Volume discounts

The Group offers certain prospective volume discounts to customers who achieve a specified volume amount or value of

purchases in any given year. Volume discounts that meet the definition of a material right are recognised as a separate

performance obligation. Material rights are the option to purchase additional products at a discount which would not have been

given had the contract not been entered into and are incremental to the range of discounts typically given for those goods to that

class of customer.

The stand-alone selling price of these volume discounts is based on the discount that the customer would obtain when exercising

the option, adjusted for any discount the customer could receive without exercising the option and the likelihood that the option

will be exercised. The revenue allocated to volume discounts is short-term in nature and recognised proportionally to the pattern

of options exercised by the customer or when the option expires.

Variable consideration

The transaction price for revenue recognised is the amount the Group expects to receive at the date of revenue recognition.

In certain Group businesses, the transaction price is estimated based on the levels of rebates, discounts, allowances, product

returns and consideration expected to be received. In estimating the amounts to be recognised, the Group assesses historical

performance and collection patterns. The arrangements in different countries and with individual customers vary, but broadly

they are all dependent upon interactions with the customer, including the submission of claims that can extend to up to

24 months after the initial point of revenue recognition. This can include factors outside the direct trading relationship with

the customer such as reimbursement, retrospective rebate or other claims by an insurer, healthcare provider or governmental

agency which are not the Group’s direct customers and may also be impacted by the timing of when a product is used by a

customer. Where there is variability in relation to the consideration that will ultimately be received from a customer, the Group

estimates the amount of consideration to be recognised as revenue during the period using the expected value method, taking

into account the nature of the customer, the contractual arrangements, and other circumstances where known and relevant.

Revenue is not recognised in full until it is highly probable that a significant reversal in the amount of cumulative revenue

recognised will not occur.

Accruals and allocations against gross accounts receivables balances are recorded at the time of sales for the estimated rebates,

chargebacks, retrospective discounts, other allowances and returns based on contractual obligations, historical experience and

other information available at that point in time. Given the large number of variables involved in calculating these accruals it is

not practicable to provide meaningful sensitivity analysis for the resultant accruals.

The nature of the estimations means that there is considerable variability in the ultimate outcomes when considered on an

individual customer basis. As a result, the Group applies a limit on variable revenue consideration, in order to ensure that

revenue is recognised at an appropriate level. The objective of the limit is to ensure that there is a low probability of a significant

reversal of revenue when the uncertainties behind the estimations are resolved for the transactions of individual customers.

The limit is applied by making prudent estimates of the inputs and assumptions used in estimating the variable consideration.

These estimates are driven by historical information but also take into account the nature of customer and the specific contractual

arrangements the Group has with them. The limit means that the risk of a material downward adjustment to revenue in future

years as a result of the estimates made in the current year is very low.

Convatec Annual Report and Accounts 2025

142

2. Revenue and segmental information

continued

Notes to the consolidated financial statements

continued

Financial statements

2.2 Segment information

The Board considers the Group’s business to be a single segment entity engaged in the development, manufacture and sale

of medical products and technologies. R&D, manufacturing and central support functions are managed globally for the Group,

supporting all categories of sales. Revenues are managed both on a category and regional basis. This note presents the

performance and activities of the Group as a single segment. Pages 14 to 21 of the Strategic report provide further detail of

category revenue.

Convatec’s Executive Leadership Team (CELT) is the Group's Chief Operating Decision Maker (CODM). The CODM is the function

that allocates resources and evaluates the Group's global product portfolios on a revenue basis and evaluates profitability and

associated investment on an enterprise-wide basis due to shared infrastructures and support functions between the categories.

Group financial information is provided to CELT for decision-making purposes with revenue included by category as disclosed below.

Resources are allocated on a Group-wide basis, with a focus on both category and the key markets but primarily based on the merits

of individual proposals.

Revenue by category

The Group generates revenue across four major product categories. The following table sets out the Group's revenue for the year

ended 31 December by category:



	2025	2024
	$m	$m
Advanced Wound Care 1	753	743
Ostomy Care	676	634
Continence Care	537	501
Infusion Care	473	411
Total	2,439	2,289

Advanced Wound Care includes InnovaMatrix® revenue of $69m (2024: $99m).

Geographic information

Geographic markets

The following table sets out the Group's revenue by geographic market in which third party customers are located:



	2025	2024
	$m	$m
North America	1,358	1,296
Europe	723	661
Rest of World (RoW) 2	358	332
Total	2,439	2,289

Rest of World (RoW) comprises all countries in Asia Pacific, Latin America (including Mexico and the Caribbean), the Middle East (including Türkiye) and Africa.

Geographic regions

The following table sets out the Group's revenue on the basis of where the legal entity generating the revenue resides, including

countries representing over 10% of Group revenue and the UK, where the Group is domiciled:



	2025	2024
	$m	$m
Geographic regions
US	909	896
Denmark	456	400
UK	169	129
Other 3	905	864
Total	2,439	2,289

Other consists primarily of other countries in Europe, Asia-Pacific, Latin America and Canada.

The following table sets out the Group's long-lived assets by country in which the legal entity resides:



	2025	2024
	$m	$m
Long-lived assets 4
US	1,044	1,190
UK	911	838
Denmark	376	281
Other	434	358
Total long-lived assets	2,765	2,667

Long-lived assets consist of property, plant and equipment, right-of-use assets, intangible assets and goodwill.

Strategic report

Governance

Financial statements

Additional information

Convatec Annual Report and Accounts 2025

143

3. Operating costs

The Group incurs operating costs associated with the day-to-day operation of the business. These operating costs are deducted

from revenue to calculate operating profit.

3.1 Operating profit

Operating profit is stated after deducting from revenue:



		2025	2024
	Notes	$m	$m
Depreciation:
Property, plant and equipment	7	43	41
Right-o f -use assets	22	26	23
Amortisation of intangible assets	8	155	157
Impairment of intangible assets	8	72	1
Impairment of property, plant and equipment	7	–	7
Amounts in respect of inventories included in cost of sales 1		915	856
Lease expenses 2	22	2	2
Staff costs:
Wages and salaries		646	618
Share-based payment expense	17	28	20
Social security costs		108	95
Defined contribution plans post-employment costs		30	28
Defined benefit plans pension costs	14	1	1
Recruitment and other employment-related fees		5	5
Total staff costs		818	767

Amounts in respect of inventories included in cost of sales also includes write down of inventories of $13m (2024: $16m).

Lease expense comprises the costs in respect of low-value leases and short-term leases. Refer to accounting policy in Note 22 – Leases.

The remuneration of the Executive Directors, which is set out on pages 104 to 121, has been audited and is included within staff

costs and forms part of these Consolidated Financial Statements.

3.2 Employee numbers

The average number of the Group's employees by function:

The average number of the Group's employees by location

3,467

5,895

Operations

Sales and

marketing

General and

administrative

R&D

826 553

2025

10,741

3,311

5,704

Operations

Sales and

marketing

General and

administrative

R&D

857 538

2024

10,410

2025

1,479

3,655

5,276

10,410

Europe

3,882

Europe

North

America

RoW

North

America

RoW

1,402

5,457

2025

2024

10,741

North America comprises the United States and Canada, and Rest of World (RoW) comprises all countries in Asia Pacific, Latin America (including Mexico and the

Caribbean), the Middle East (including Türkiye) and Africa.

The total number of employees as at 31 December 2025 was 10,903 (2024: 10,483).

3.3 Auditor's remuneration

The total remuneration of the Group's auditor, Deloitte LLP, for services provided to the Group during the year ended 31 December

is analysed below:



	2025	2024
	$m	$m
Fees for audit services
The audit of the Company and Group financial statements	1.9	1.8
The audit of the accounts of the Company’s subsidiaries	3.0	3.1
Total fees for audit services	4.9	4.9
Fees for non-audit services
Audit-related assurance services	0.2	0.2
Other non-audit services	0.4	0.1
Total fees for non-audit services	0.6	0.3
Total auditor remuneration	5.5	5.2

A description of the work performed by the Audit and Risk Committee to safeguard auditor independence when non-audit services

are provided is set out in the Audit and Risk Committee report on page 103.

Convatec Annual Report and Accounts 2025

144

3. Operating costs

continued

Notes to the consolidated financial statements

continued

Financial statements

3.4 Other operating expenses

Other operating expenses were as follows:



	2025	2024
	$m	$m
Impairment of intangible assets	72	1
Impairment (reversal)/charge of property, plant and equipment and right-o f -use assets	(2)	6
Other operating expenses	70	7

Other operating expenses in the year of $70m consisted of impairment charge of $72m in respect of the InnovaMatrix

product-

related intangible asset (refer to Note 8 – Intangible assets and goodwill) offset by an impairment reversal of $2m in respect of

property, plant and equipment.

4. Non-operating (expense)/income, net

Non-operating (expense)/income, net was as follows:



		2025	2024
	Notes	$m	$m
Net foreign exchange gain/(loss) 1		32	(18)
(Loss)/gain on foreign exchange forward contracts	21	(41)	26
Gain/(loss) on foreign exchange cash flow hedges	21	4	(4)
Write-off of receivables associated with divestiture activity		(3)	–
Non-operating (expense)/income, net 2		(8)	4

The foreign exchange gain in 2025 primarily relates to the foreign exchange impact on intercompany transactions, including loans transacted in non-functional

currencies. The Group uses foreign exchange forward contracts to manage these exposures in accordance with the Group’s Foreign Exchange Risk Management policy.

Of the total non-operating expense of $8m (2024: $4m income), $2m relates to the realised loss arising from the settlement of FX derivatives held to manage foreign

exchange risk in working capital (2024: $9m realised gain), which has not been reflected in the adjustments to derive net cash generated from operations on the

Consolidated Statement of Cash Flows.

5. Income taxes

The note below sets out the current and deferred tax charges, which together comprise the total tax expense in the Consolidated

Income Statement. The deferred tax section of the note also provides information on expected future tax charges or benefits and

sets out the deferred tax assets and liabilities held across the Group.

Accounting policy

The tax expense represents the sum of current and deferred tax.

Current tax

Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or

substantively enacted at the reporting date, and any adjustment to tax payable in respect of prior years. Taxable profit differs

from profit before income taxes because taxable profit excludes items that are either never taxable or tax deductible or items

that are taxable or tax deductible in a different period.

Deferred tax

Deferred tax is recognised using the balance sheet liability method for temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised

for temporary differences:

–

On the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither

accounting nor taxable profit or loss;

–

Arising on the initial recognition of goodwill; and

–

On investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the

foreseeable future.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to temporary differences when the asset

is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it

is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed

at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and

they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they

intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Current tax and deferred tax for the year

Current tax and deferred tax are recognised in the Consolidated Income Statement, except when they relate to items that

are recognised in other comprehensive income or directly in equity, in which case, the current tax and deferred tax are also

recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from

the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Strategic report

Governance

Financial statements

Additional information

Accounting policy

continued

Convatec Annual Report and Accounts 2025

145

Tax provisions

The Group is subject to income taxes in numerous tax jurisdictions. Judgement is sometimes required in determining the

worldwide provision for income taxes. There may be transactions for which the ultimate tax determination is uncertain and may

be challenged by the tax authorities. The Group recognises liabilities for anticipated or actual tax audit issues based on estimates

of whether additional taxes will be due. Where an outflow of funds to a tax authority is considered probable and the Group can

make a reliable estimate of the outcome of the issue, management calculates the provision for the best estimate of the liability.

In assessing its uncertain tax provisions, management takes into account the specific facts of each issue, the likelihood of

settlement and the input of professional advice where required. The Group assumes that where a tax authority has a right to

examine amounts reported to it, they will do so and will have full knowledge of all relevant information. Where the ultimate

liability as a result of an issue varies from the amounts provided, such differences could impact the current and deferred tax

assets and liabilities in the period in which the matter is concluded.

5.1 Taxation

The Group's income tax expense is the sum of the total current and deferred tax expense.



	2025	2024
	$m	$m
Current tax
UK corporation tax	3	2
Overseas taxation	81	66
Adjustment to prior years	2	(4)
Total current tax expense	86	64
Deferred tax
Origination and reversal of temporary differences	(23)	(5)
Change in tax rates	–	3
Adjustment to prior years	(8)	(7)
Total deferred tax benefit	(31)	(9)
Income tax expense	55	55

5.2 Reconciliation of effective tax rate

The effective tax rate for the year ended 31 December 2025 was 24.0% (2024: 22.5%).

Tax reconciliation to UK statutory rate

The table below reconciles the Group’s profit before income taxes at the UK statutory rate to the Group's total income tax expense:



	2025		2024
	$m		$m
Profit before income taxes	230		246
Profit before income taxes multiplied by rate of corporation tax in the UK of 25.0%
(2024: 25.0%)	58		62
Non-deductible/non-taxable items	(9)		5
Movement in provision for uncertain tax positions	13		4
Other 1	(7)		(16)
Income tax expense and effective tax rate	55	24.0%	55	22.5%

2025 included a $6m impact in respect of prior year filings. In 2024, this included the release of a $3m tax liability relating to restructuring activities in Switzerland and the

$11m impact of prior year corporate income tax filings.

The Group has worldwide operations and therefore is subject to several factors that may affect future tax charges, principally the

levels and mix of profitability in different tax jurisdictions, transfer pricing regulations, tax rates imposed and tax regime reforms.

The calculation of the Group’s tax expense involves a degree of estimation and judgements in respect of certain items for which the

tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority, specifically in relation

to open tax and transfer pricing matters. Due to the high volume of intercompany transactions, the Group’s evolving business model

and the increasing complexity in interaction between multiple tax laws and regulations, transfer pricing requires judgement in

determining the appropriate allocation of profits between jurisdictions. The Group assessed the impact of ongoing changes to the

Group’s operating model, the supporting documentation for the tax and transfer pricing positions, existing tax authority challenges,

and the likelihood of new challenges by tax authorities.

The Group continues to believe it has made adequate provision for uncertain tax positions on open issues in accordance with

IFRIC 23 Uncertainty over Income Tax Treatments. The ultimate liability for such matters may vary from the amounts provided

and is dependent upon the outcome of discussions with relevant tax authorities or, where applicable, appeal proceedings.

The movement includes resolutions of uncertain tax positions in the year.

The Group has applied the temporary exception as detailed in the IASB announcement “International Tax Reform – Pillar Two Model

Rules”, which amended IAS 12 Income Taxes, and therefore has not recognised nor disclosed information about deferred tax assets

and liabilities related to Pillar Two income taxes.

Convatec Annual Report and Accounts 2025

146

5. Income taxes

continued

Notes to the consolidated financial statements

continued

Financial statements

5.3 Deferred tax

The components of deferred tax assets and liabilities at 31 December were as follows:



	2025	2024
	$m	$m
Deferred tax assets	59	23
Deferred tax liabilities	(89)	(83)
	(30)	(60)

5.4 Movement in deferred tax assets and liabilities

Deferred tax is measured on the basis of the tax rates enacted or substantively enacted at the reporting date. The movements in the

deferred tax assets and liabilities were as follows:



	Inventor y	Tax losses	PP&E	Intangibles	Interest	Other	Total
	$m	$m	$m	$m	$m	$m	$m
At 1 January 2024	10	78	(5)	(223)	37	38	(65)
Recognised in income statement	4	(34)	1	31	1	6	9
Recognised in other comprehensive
income	–	–	–	–	–	(2)	(2)
Foreign exchange	(1)	(1)	–	1	(1)	–	(2)
At 31 December 2024	13	43	(4)	(191)	37	42	(60)
Recognised in income statement	1	(11)	(1)	44	(1)	(1)	31
Foreign exchange	–	–	–	(1)	–	–	(1)
At 31 December 2025	14	32	(5)	(148)	36	41	(30)

Net deferred tax liabilities provided in relation to intangible assets are predominantly in respect of temporary differences arising on

assets and liabilities acquired as part of business combinations. An amount relating to deductible tax amortisation of intangible assets

of $306m (2024: $135m) that is not expected to reverse due to anticipated restructuring of the Group’s activities is not recognised.

Net deferred tax assets recognised in relation to tax losses are predominantly in respect of the US and UK.

Deferred tax on inventory predominantly relates to a deferred tax asset recognised on intra-Group profits arising on intercompany

inventory that are eliminated in the Consolidated Financial Statements. As intra-Group profits are not eliminated from the individual

entities’ tax returns, a temporary difference arises and will reverse when the inventory is sold externally.

Other net temporary differences include accrued expenses, employee costs and pensions, for which a tax deduction is only available

on a paid basis, research and development expenses, unremitted earnings and share-based payments.

To the extent that dividends remitted from overseas subsidiaries and branches are expected to result in additional taxes, appropriate

amounts have been provided for. Deferred tax is not provided on temporary differences of $425m in the year to 31 December 2025

(2024: $417m) arising on unremitted earnings as management has the ability to control any future reversal and does not consider

such a reversal in the foreseeable future to be probable.

5.5 Unrecognised tax losses carried forward

Deferred tax assets are only recognised where it is probable that future taxable profits will be available to utilise the tax losses.

The following table shows the unrecognised tax losses carried forward, including anticipated period of expiration:



	2025	2024
	Losses	Losses
	$m	$m
Trading and capital losses expiring:
Within five years	1	1
Unlimited	1,021	926
Total	1,022	927

The Group has Luxembourg tax losses of $1,005m (2024: $911m) which are not recognised and will not expire. The movement in

Luxembourg tax losses not recognised is mainly attributable to foreign exchange differences.

Strategic report

Governance

Financial statements

Additional information

Convatec Annual Report and Accounts 2025

147

6. Earnings per share

Basic earnings per share is calculated based on the Group’s net profit for the year attributable to shareholders divided by the

weighted average number of ordinary shares in issue during the year. The weighted average number of shares is net of shares

purchased by the Group and held as own shares.

Diluted earnings per share take into account the dilutive effect of all outstanding share options priced below the market price

in arriving at the number of shares used in its calculation.


	2025	2024
Net profit attributable to the shareholders of the Group ($m)	175	191
Basic weighted average ordinary shares in issue (number)	2,024,809,094	2,047,643,498
Dilutive impact of share awards (number)	9,477,296	9,153,919
Diluted weighted average ordinary shares in issue (number)	2,034,286,390	2,056,797,417
Basic earnings per share (cents per share)	8.6¢ per share	9.3¢ per share
Diluted earnings per share (cents per share)	8.6¢ per share	9.3¢ per share

The calculation of diluted earnings per share for 2025 and 2024 did not contain any share options that were non-dilutive for the year,

because the average market price of the Group’s ordinary shares exceeded the exercise price.

Operating assets and liabilities

This section set outs the assets and liabilities that the Group holds in order to operate the business on a day-to-day basis,

including long-term assets which generate future revenues and profits for the Group.

Liabilities relating to the Group’s financing activities are addressed in "Capital structure and financial costs".

7. Property, plant and equipment

The Group invests in buildings, equipment and manufacturing machinery to operate the business and to generate revenue

and profits. Assets are depreciated over their estimated useful economic life reflecting the reduction in value of the asset due,

in particular, to wear and tear.

Accounting policy

Property, plant and equipment (PP&E) is stated at cost less accumulated depreciation and impairment losses. Cost includes

expenditures that are directly attributable to the acquisition of an asset including subsequent additions and improvements when

it is probable that future economic benefit associated with the item will flow to the Group and the cost can be reliably measured.

Depreciation is provided using a straight-line method from the point an asset becomes available for use. Depreciation is calculated

to reduce the asset’s cost to its residual value over the asset’s estimated useful economic life. Assets are depreciated as follows:


Asset category	Useful life
Land	not depreciated
Land improvements	15 to 40 years
Leasehold improvements	shorter of useful life or lease tenure
Buildings	15 to 50 years
Machinery, equipment and fixtures	2 to 20 years

During the year, the useful life of machinery, equipment and fixtures has been changed from 3 to 20 years to 2 to 20 years.

This has changed to more accurately reflect the existing profile of our equipment – the impact of the change is not material.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale proceeds, less

any selling expenses, and the carrying amount of the asset. This difference is recognised in the Consolidated Income Statement.

Assets under construction reflects the cost of construction or improvement of items of PP&E that are not yet available for use.

Assets under construction are not depreciated whilst under construction and depreciation commences once the asset is

completed and ready for use. Finance costs incurred in the construction of assets that take more than one year to complete are

capitalised using the Group’s weighted average borrowing cost during the period in which the asset is under construction.

Capitalisation of finance costs ceases when the asset becomes available for use.

Consideration of useful economic lives

The assets’ residual values, depreciation methods and useful economic lives are reviewed annually and adjusted if appropriate.

Impairment of assets

The carrying values of PP&E are reviewed for indicators of impairment annually or when events or changes in circumstances indicate

the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is estimated, being the higher

of an asset’s fair value less costs to sell and the net present value of its expected pre-tax future cash flows (value in use).

When an asset’s recoverable amount falls below its carrying value, an impairment is charged to the Consolidated Income Statement.

Convatec Annual Report and Accounts 2025

148

7. Property, plant and equipment

continued

Notes to the consolidated financial statements

continued

Financial statements

The movement in the carrying value of each major category of PP&E is as follows:

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | | Building, | | | |
| | | building equipment | Machinery, | | |
| | Land and land | and leasehold | equipment and | Assets under | |
| | improvements | improvements | fixtures | construction | Total |
| | $m | $m | $m | $m | $m |
| Cost | | | | | |
| 1 January 2024 | 16 | 174 | 538 | 145 | 873 |
| Additions | – | 2 | 3 | 97 | 102 |
| Disposals | (1) | (5) | (10) | – | (16) |
| Transfers | – | 17 | 49 | (66) | – |
| Foreign exchange | – | (11) | (22) | (7) | (40) |
| 31 December 2024 | 15 | 177 | 558 | 169 | 919 |
| Additions | – | 5 | 20 | 139 | 164 |
| Disposals

1 | – | (1) | (35) | – | (36) |
| Transfers | – | 9 | 31 | (40) | – |
| Foreign exchange | 1 | 15 | 52 | 17 | 85 |
| 31 December 2025 | 16 | 205 | 626 | 285 | 1,132 |
| Accumulated depreciation | | | | | |
| 1 January 2024 | 1 | 64 | 334 | – | 399 |
| Depreciation | – | 9 | 32 | – | 41 |
| Disposals | – | (4) | (10) | – | (14) |
| Impairment | – | 2 | 5 | – | 7 |
| Foreign exchange | – | (4) | (13) | – | (17) |
| 31 December 2024 | 1 | 67 | 348 | – | 416 |
| Depreciation | – | 10 | 33 | – | 43 |
| Disposals

1 | – | (1) | (33) | – | (34) |
| Foreign exchange | – | 4 | 30 | – | 34 |
| 31 December 2025 | 1 | 80 | 378 | – | 459 |
| Net carrying amount | | | | | |
| 31 December 2024 | 14 | 110 | 210 | 169 | 503 |
| 31 December 2025 | 15 | 125 | 248 | 285 | 673 |

Assets with a net book value of $2m were sold during the year at nil profit or loss, with sale proceeds of $2m reflected within Trade and other receivables at 31 December 2025.

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Additional information

Convatec Annual Report and Accounts 2025

149

8. Intangible assets and goodwill

8.1 Intangible assets

The Group’s intangible assets are those that have been recognised at fair value as part of business combinations, investment in

product development and software purchased to support business operations. These are assets that are not physical in nature

but can be sold separately or arise from legal rights.

Accounting policy

Recognition

Measurement on initial recognition of intangible assets is determined at cost for assets acquired by the Group and at fair value

at the date of acquisition if acquired in business combinations. Following initial recognition of the intangible asset, the asset is

carried at cost less any subsequent accumulated amortisation and accumulated impairment losses.

Purchased computer software and certain costs of information technology are capitalised as intangible assets. Software that is

integral to purchased computer hardware is capitalised as PP&E.

The Group’s software-as-a-service (SaaS) arrangements are arrangements in which the Group does not control the underlying

software The costs associated with the implementation and ongoing receipt of these services are expensed as incurred.

Customisation costs which are distinct, identifiable, create a resource controlled by the Group and which are expected to

generate future economic benefits are recognised as intangible assets on the basis of the costs incurred to acquire and bring

to use the specific software.

R&D

R&D expenses are comprised of all activities involving investigative, technical and regulatory processes related to obtaining

appropriate approvals to market our products. It also includes new product development aimed at developing more sustainable

product portfolios for the longer term, as mentioned within the Responsible Business review section (refer to page 36). Costs

include payroll, clinical manufacturing and pre-launch clinical trial costs, manufacturing development and scale-up costs, product

development, regulatory costs including costs incurred to comply with legislative changes, contract services and other external

contractors costs, research licence fees, depreciation and amortisation of laboratory facilities, and laboratory supplies.

Research costs are expensed as incurred. Development costs are capitalised only if the expenditure can be measured reliably, the

product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and

has sufficient resources to complete development and use or sell the asset. Subsequent to initial recognition, development costs

are measured at cost less accumulated amortisation and any accumulated impairment losses. Upgrades and enhancements are

capitalised to the extent they will result in added functionality and probable future economic benefits.

Amortisation

Intangible assets with an indefinite life are not amortised. Amortisation of intangible assets with a finite life is calculated using

the straight-line method based on the following estimated useful lives:



Asset category	Useful life
Product-related	3 to 20 years
Capitalised software	3 to 10 years
Customer relationships and non-compete agreements	2 to 20 years
Trade names – finite	2 to 10 years
Trade names – indefinite	Indefinite

Assets under construction reflects the cost of development or improvement of intangible assets that are not yet available for use.

Impairment of assets

Intangible assets with finite life are reviewed for indicators of impairment at each reporting period or when events or changes in

circumstances indicate the carrying value may be impaired. If any such indication exists, the recoverable amount of the asset is

estimated, being the higher of an asset’s fair value less costs to sell and value in use (the net present value of its expected pre-tax

future cash flows).

When an asset’s recoverable amount falls below its carrying value, an impairment is charged to the Consolidated Income Statement.

Refer to Note 8.3 – Cash Generating Unit (CGU) impairment review for consideration of impairment of indefinite-lived intangible assets.

Convatec Annual Report and Accounts 2025

150

8. Intangible assets and goodwill

continued

Notes to the consolidated financial statements

continued

Financial statements

The movement in the carrying value of each major category of intangible assets is as follows:

| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | |
| | | | Customer | | | |
| | | | relationships | | | |
| | | | and non- | | | |
| | | Capitalised | compete | | Assets under | |
| | Product-related

1 | software

2 | agreements | Trade names | construction | Total |
| | $m | $m | $m | $m | $m | $m |
| Cost | | | | | | |
| 1 January 2024 | 2,281 | 174 | 332 | 263 | 31 | 3,081 |
| Additions | 1 | 4 | – | – | 27 | 32 |
| Arising from acquisitions | – | – | 1 | – | – | 1 |
| Write-offs | (13) | – | – | – | – | (13) |
| Transfers | 11 | 25 | – | – | (36) | – |
| Foreign exchange | (14) | (2) | (6) | – | (1) | (23) |
| 31 December 2024 | 2,266 | 201 | 327 | 263 | 21 | 3,078 |
| Additions | 1 | 2 | – | – | 48 | 51 |
| Transfers | 1 | 10 | – | – | (11) | – |
| Foreign exchange | 57 | 6 | 12 | 2 | 2 | 79 |
| 31 December 2025 | 2,325 | 219 | 339 | 265 | 60 | 3,208 |
| Accumulated amortisation | | | | | | |
| 1 January 2024 | 1,776 | 109 | 249 | 12 | – | 2,146 |
| Amortisation | 118 | 20 | 19 | – | – | 157 |
| Write-offs | (13) | – | – | – | – | (13) |
| Impairment | – | – | 1 | – | – | 1 |
| Foreign exchange | (13) | – | (6) | – | – | (19) |
| 31 December 2024 | 1,868 | 129 | 263 | 12 | – | 2,272 |
| Amortisation | 118 | 21 | 16 | – | – | 155 |
| Impairment | 72 | – | – | – | – | 72 |
| Foreign exchange | 48 | 3 | 12 | – | – | 63 |
| 31 December 2025 | 2,106 | 153 | 291 | 12 | – | 2,562 |
| Net carrying amount | | | | | | |
| 31 December 2024 | 398 | 72 | 64 | 251 | 21 | 806 |
| 31 December 2025 | 219 | 66 | 48 | 253 | 60 | 646 |

The comparatives and policy for product related and development costs have been combined and re-presented as one category labelled product related. This is due to

the similar nature of the assets within each category.

Capitalised software is in respect of purchased and internally generated software.

On 31 October 2025, the Centers for Medicare & Medicaid Services (CMS) published a decision outlining their revised payment rate

of $127.28 per sq cm for skin substitutes with effect from 1 January 2026. This payment rate impacted Convatec’s InnovaMatrix®

product, which is a leading porcine placental-derived extra-cellular matrix for treatment of chronic, surgical and trauma wounds.

Management deemed that this announcement constituted an indicator of impairment in respect to the InnovaMatrix® platform

intangible asset held on the balance sheet and calculated the recoverable amount of the asset.

As a result, an impairment loss of $72m was recognised in the year. Prior to the impairment, the asset had a carrying amount of $112m.

Following the recognition of the impairment loss, the asset’s recoverable amount at 31 December 2025 was $40m. The asset continues

to have a remaining useful life of ten years.

The recoverable amount of the asset was determined to be its fair value less costs of disposal (being the higher of its value in use

and fair value less cost of disposal). The excess earnings method has been used to measure fair value less costs of disposal.

In line with IFRS 13, Fair Value Measurement, the fair value measurement of the asset has been classified as Level 3 in the fair value

hierarchy as its measurement is derived from significant unobservable inputs requiring significant management judgement.

Key assumptions used in determining the fair value less costs of disposal include:

–

discounted cash flows derived from financial forecasts up to 2036, which represents the end of the asset’s remaining useful

economic life. Cash flow projections reflect management’s best estimates based on historical performance and future conditions

and have been appropriately risk adjusted.

–

A post-tax discount rate of 9.0% was used and reflects the current market assessment of the time value of money and risks

specific to the Advanced Wound Care CGU.

A key source of estimation uncertainty has been recognised in respect of the carrying amount of this intangible asset – refer to

Note 1 – Basis of Preparation. This includes sensitivity to reasonably possible changes in key assumptions.

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Financial statements

Additional information

8. Intangible assets and goodwill

continued

Convatec Annual Report and Accounts 2025

151

Amortisation expenses in respect of finite-lived intangible assets for the year ended 31 December were as follows:



	2025	2024
	$m	$m
Cost of sales	111	112
Selling and distribution expenses	5	5
General and administrative expenses	30	32
Research and development expenses	9	8
Total amortisation expense	155	157

The carrying amount of trade names with indefinite life at 31 December 2025 was $250m (2024: $248m). Each of these trade names

is considered to have an indefinite life, given the strength and durability of the current trade name and the level of marketing

support. The trade names are in relatively similar stable and profitable market sectors, with similar risk profiles, and their size,

diversification and market shares of the products to which the trade names relate mean that the risk of market-related factors

causing a reduction in the lives of the trade names is considered to be relatively low. The Group is not aware of any material legal,

regulatory, contractual, competitive, economic or other factor which could limit their useful lives.

8.2 Goodwill

The Group recognises goodwill resulting from business combinations where there are future economic benefits from assets

which cannot be individually separated and recognised. Goodwill represents the amount paid in excess of the fair value of the

net assets of the acquired business.

Accounting policy

Refer to Note 1 – Basis of preparation for the Group accounting policy in relation to the initial valuation and recognition of

goodwill arising from acquisitions.

Goodwill is not subject to amortisation but is tested for impairment annually or when events or changes in circumstances indicate

the carrying value may be impaired. Impairment losses recognised in respect of goodwill cannot be reversed. Refer to Note 8.3 –

Cash Generating Unit (CGU) impairment review for consideration of impairment of goodwill.

Goodwill is denominated in the functional currency of the acquired entity and revalued to the closing exchange rate at each

reporting period date.

The changes in the carrying value of goodwill as at 31 December were as follows:



	Total
	$m
1 January 2024	1,299
Arising from acquisitions	11
Foreign exchange	(20)
31 December 2024	1,290
Arising from acquisitions (Note 24)	1
Foreign exchange	59
31 December 2025	1,350

8.3 Cash-generating unit (CGU) impairment review

An impairment assessment is required to be performed annually for goodwill and indefinite-lived intangibles or when events or

changes in circumstances indicate the carrying value may be impaired. An impairment is a reduction in the recoverable amount

of an asset compared to the carrying value of the asset. The recoverable amount is the higher of value in use and fair value less

costs to sell. This note provides details of the annual impairment policy and the assessment that has been performed.

Accounting policy

For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing

use that are largely independent of the cash inflows of other assets or CGUs. Additionally, goodwill arising from a business

combination is allocated to a CGU or groups of CGUs that are expected to benefit from the synergies of the combination.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

The recoverable amounts of the CGUs are determined based on value in use calculations, which reflect the estimated future cash

flows of each CGU discounted by an estimated weighted average cost of capital that represents the rate of return an outside

investor would expect to earn. This discount rate is based on the weighted average cost of capital for comparable public

companies and is adjusted for risks specific to the CGU including differences in risk due to its size, geographic concentration

and trading history.

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152

8. Intangible assets and goodwill

continued

Accounting policy

continued

Notes to the consolidated financial statements

continued

Financial statements

Future cash flows are determined using the latest available Board-approved forecasts and strategic plans. These forecasts and

strategic plans are based on specific assumptions for each CGU during the five-year planning period with respect to revenue,

results of operations, working capital, capital investments and other general assumptions for the projected period. The forecast

assumptions that derive the future cash flows are based on the historical results of each CGU combined with external market

information and defined strategic initiatives.

If identified, impairment losses are recognised in the Consolidated Income Statement. They are allocated first to reduce the

carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the remaining assets in

the CGU, on a pro-rated basis.

An impairment in respect of goodwill is not reversed. For other assets, an impairment is reversed only to the extent that the asset’s

carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no

impairment loss had been recognised. The Group has not recognised any reversal of previous impairments in either 2025 or 2024.

The CGUs identified by management are consistent with the four categories within the Group that generate cash inflows which are

largely independent of each other. These are Advanced Wound Care, Ostomy Care, Continence Care and Infusion Care. The Group

continues to operate under the same operating model as prior year and determined that there has not been any triggers for a

change in CGU groups. Profitability continues to be assessed on a consolidated basis, and management’s focus is predominantly

category revenue and key market focus. Goodwill is allocated to these CGUs, which represent the lowest level within the Group at

which the goodwill is monitored for internal management purposes.

Goodwill and intangible assets with an indefinite life (trade names) are allocated to the Group's CGU groups as at 31 December as follows:



	Goodwill		Indefinite-lived intangible assets
	2025	2024	2025	2024
	$m	$m	$m	$m
CGU groups
Advanced Wound Care	537	518	105	105
Ostomy Care	158	153	91	91
Continence Care	562	541	41	41
Infusion Care	93	78	13	11
Total	1,350	1,290	250	248

The key input used in the estimation of value in use as at 31 December 2025 is the Group’s five-year Board-approved strategic plan,

with key assumptions including forecast sales growth rates, terminal value growth rate and discount rates. Forecast sales growth

rates are based on past experience adjusted for macroeconomic activity, sector market growth forecasts, competitor activity and

strategic decisions made in respect of each CGU group. In calculating the value in use, pre-tax discount rates have been applied to

projected risk-adjusted pre-tax cash flows.

The terminal value growth rate and discount rates used were as follows:



	2025	2024
Discount rate (pre-tax) 1	%	%
CGU groups
Advanced Wound Care	11.0	10.6
Ostomy Care	10.4	10.6
Continence Care	10.0	10.0
Infusion Care	10.6	10.2
Terminal value growth rate 2	2.0	2.0

The discount rate is based on the weighted average cost of capital for comparable public companies and is adjusted for risks specific to the CGU group including

differences in risk due to its size, geographic concentration and trading history.

The estimated terminal value growth rate for the CGU groups is a prudent estimate based on expectations concerning the growth trends of the CGU groups and taking

into account global gross domestic product growth, general long-term inflation and population expectations.

No impairments have been recognised in respect of the Group’s current CGU groups for the year ended 31 December 2025.

Taking into consideration the Board-approved 2026 budget and longer-term strategic plan as foundations, sensitivity analysis was

performed considering changes in key assumptions including discount rates and terminal value growth rate and consideration of

risk-based severe but plausible downside scenarios consistent with those identified as part of the Viability assessment (refer to

page 77 for full details of scenarios). As part of the assessment, an external benchmarking assessment was also carried out on

the forecast sales growth rates.

Under all severe but plausible scenarios, changes to the key assumptions would not reduce the recoverable amount to its carrying value.

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Convatec Annual Report and Accounts 2025

153

9. Investment in financial assets

Accounting policy

Investment in financial assets comprise of non-current equity investments which are initially recorded at fair value plus any

directly attributable transaction costs and subsequently recognised at fair value at each balance sheet date.

Unrealised gains and losses are recognised in other comprehensive income.

On disposal of the equity investment any gains and losses that have been deferred in other comprehensive income are

transferred directly to retained earnings.

Dividends on equity investments are recognised in the income statement when the Group’s right to receive payment is

established, it is probable the economic benefits will flow to the entity, and the amount can be measured reliably.

Investment in financial assets comprise non-current equity investments which are initially recorded at fair value plus any directly

attributable transaction costs and subsequently recognised at fair value at each balance sheet date.

The Group has an investment in BlueWind Medical Limited, which it considers to be strategic in nature and not held for trading.

The Group has made an irrevocable election on initial recognition to designate the investment at Fair Value Through Other

Comprehensive Income (FVOCI). The fair value of the investment at 31 December 2025 was $2m (31 December 2024: $17m),

with the movement of $15m taken to the Consolidated Statement of Other Comprehensive Income.

In line with IFRS 13, Fair Value Measurement, this investment has been classified as Level 3 in the fair value hierarchy as its

measurement is derived from significant unobservable inputs by reference to available information, including the current market

value of similar instruments, recent financing rounds and discounted cash flows of the underlying net assets.

The fair value of the investment has been determined by a third party, and confirmed by management, primarily based on the

Income Approach Method (discounted cash flows) and supported by a Market Approach using multiples derived from listed peers

and past transactions. The Precedent Transaction Method (or Price of Recent Investment approach) has been discontinued this year

given the time elapsed since the investment in BlueWind. The table below summarises the various methodologies used by the

Group to fair value the investment, the key inputs and the sensitivities applied.



		Sensitivity applied to input
Methodology	Inputs	Low range	High range
Income Approach Method	Internal cash flow projections
(Discounted cash flow analysis)
Provides an estimation of the value of an	Discount rate (WACC) appropriate for the	+0.5% on	-0.5% on
asset based on expectations about the	risk of achieving the project cash flows of	discount rate	discount rate
cash flows that an asset would generate	26.4%
over time, discounted at the appropriate
rate of return.
	The final year of projections has been	-0.5% on the long-	+0.5% on the long-
	extrapolated using a reasonable long	term growth rate	term growth rate
	growth rate of 2%
Market Approach	Revenue multiples ranging between 2.0x	+1% on each of the	-1% on each of the
	and 6.0x	concluded multiple	concluded multiple
The Guideline Public Company Method was		ranges	ranges
adopted, which estimates a company’s fair
value by referencing valuation multiples
from publicly traded companies that are
comparable in industry focus, growth
profile and operational characteristics.
Fair value measurement		nil	$6m

The impact of applying these sensitivities across the methodologies used would result in a fair value measurement range of nil to

$6m, with a mid-point range of $3m, which is within reasonable range of the fair value recognised at year end.

Convatec Annual Report and Accounts 2025

154

Notes to the consolidated financial statements

continued

Financial statements

10. Inventories

Inventories are the materials used in manufacturing, products manufactured or purchased to be sold by the Group in the

ordinary course of business. Inventories include finished goods, goods which are in the process of being manufactured (work in

progress) and raw and packaging materials awaiting use in production.

Accounting policy

Inventories are valued at the lower of cost or net realisable value, with the cost determined using an average cost method to

calculate a standard cost. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct

costs and indirect production overheads. Production overheads comprises indirect material and labour costs, maintenance and

depreciation of the machinery and production buildings used in the manufacturing process, as well as costs of production

administration and management. Any manufacturing or purchasing variances between actual costs and standard costs are

deferred over the appropriate inventory holding period, which may vary based on the specific nature of the inventory.

Net realisable value is defined as anticipated selling price or anticipated revenue less cost to completion. Estimates of net

realisable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling

expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realisable values

are below inventory costs, a provision corresponding to this difference is recognised.

Provisions are also made for obsolescence of inventories that (i) do not meet the Group's specifications, (ii) have exceeded their

expiration date, or (iii) are considered slow-moving. The Group evaluates the carrying value of inventories on a regular basis, taking

into account such factors as historical and anticipated future sales compared with quantities on hand, the price the Group expects to

obtain for products in their respective markets compared with historical cost and the remaining shelf life of goods on hand.

The components of inventories at 31 December were as follows:



	2025	2024
	$m	$m
Raw and packaging materials	105	93
Work in progress	51	32
Finished goods	260	224
Inventories	416	349

Inventories are stated net of provision for obsolescence of $11m (2024: $11m). Adjustments to write-down inventory to its net

realisable value are provided in Note 3.1 – Operating profit.

11. Trade and other receivables

Trade receivables consist of amounts billed and currently due from customers. Gross trade receivables are presented before

allowances for expected credit losses, sales discounts and chargeback allowances. Credit risk with respect to trade receivables

is generally diversified due to the large dispersion and type of customers across many different geographies.

Other receivables include amounts due from third parties not related to revenue and prepaid expenses.

Accounting policy

Credit is extended to customers based on the evaluation of the customer’s financial condition. Creditworthiness of customers

is evaluated on a regular basis. Exposure to credit risk is managed through credit approvals, credit limits and monitoring

procedures. The Group considers a default event to be one where the customer does not have sufficient funds to make their

required payments and/or is in the process of being liquidated.

An allowance is maintained for expected lifetime credit losses that result from the failure or inability of customers to make

required payments. It is not necessary for a credit event to have occurred before credit losses are recognised. Instead, the Group

accounts for expected lifetime credit losses and changes in those expected lifetime credit losses. In determining the allowance,

consideration includes the probability of recoverability based on past experience and general economic factors, incorporating

forward-looking information and adjustments for customers who represent a lower risk of default, which includes public or

private medical insurance customers and customers guaranteed by local government. The amount of expected credit losses,

if any, is required to be updated at each reporting date.

Certain trade and other receivables may be fully reserved when specific collection issues are known to exist, such as pending

bankruptcy. The Group writes off uncollectable receivables at the time it is determined the receivable is no longer collectable.

Trade and other receivables are not collateralised. Where the Group has entered into a receivables financing arrangement,

these receivables are derecognised at the point of sale in accordance with IFRS 9 if we have substantially transferred all risks

and rewards of ownership and there is no option to return the receivables to the Group.

Refer to Note 2.1 – Revenue recognition for details on the accounting policy in respect of chargeback allowances.

Strategic report

Governance

Financial statements

Additional information

11. Trade and other receivables

continued

Convatec Annual Report and Accounts 2025

155

Trade and other receivables at 31 December were as follows:

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| I

ncluded within current assets: | | |
| Trade receivables | 384 | 311 |
| Less: allowances for expected credit losses | (23) | (16) |
| Less: sales discounts and chargebacks | (35) | (28) |
| Other receivables

1 | 55 | 34 |
| Prepayments | 38 | 34 |
| Trade and other receivables | 419 | 335 |

The most significant component of other receivables comprises receivables for taxes other than corporate income tax of $26m (2024: $17m).

The aged analysis of trade receivables at 31 December was as follows:



	2025	2024
	$m	$m
Current	302	248
Past due 1 to 30 days	16	18
Past due 31 to 90 days	18	22
Past due 91 to 180 days	15	7
Past due by more than 180 days	33	16
	384	311

The unimpaired amounts at 31 December that are past due were aged as follows:



	2025	2024
	$m	$m
Past due 1 to 30 days	11	18
Past due 31 to 90 days	17	21
Past due 91 to 180 days	14	6
Past due by more than 180 days	17	2
	59	47

The Group believes that the unimpaired amounts that are past due are still collectable in full, based on historic payment behaviour

and extensive analysis of customer credit risk.

Movements in the allowance for expected credit losses for the years ended 31 December were as follows:

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | $m | $m |
| At 1 January | (16) | (27) |
| Charged to the income statement | (15) | (10) |
| Released to the income statement | 1 | 9 |
| Utilisation of provision | 9 | 12 |
| Foreign exchange | (2) | – |
| At 31 December | (23) | (16) |

Other non-current receivables

Other non-current receivables of $11m (2024: $12m) are principally in respect of deposits held with lessors, prepaid expenses and

other receivables.

Receivables financing

The Group has a Limited Recourse Financing Arrangement at a beneficial financing cost with a financial institution for certain customers

who have a stronger credit profile than the Group and longer than normal payment terms. It has been assessed that the Group has

substantially transferred all the risks and rewards of ownership to the financial institution and accordingly, these receivables have

been derecognised at the point of sale in accordance with IFRS 9.

As at 31 December 2025, $53m (2024: $42m) remained unpaid.

Convatec Annual Report and Accounts 2025

156

Notes to the consolidated financial statements

continued

Financial statements

12. Trade and other payables

Trade payables consist of amounts owed to third-party suppliers and represent a contractual obligation to deliver cash in the future.

Other payables include taxes and social security, accruals and liabilities for other employee-related benefits.

Accounting policy

Trade payables are recognised at the value of the invoice received from the supplier and are not interest bearing. The carrying

amount of trade and other payables is considered to approximate fair value, due to their short-term maturities.

The components of trade and other payables at 31 December were as follows:


	2025	2024
	$m	$m
Included within current liabilities:
Trade payables	217	125
Taxes and social security	43	32
Other employee-related liabilities	115	114
Accruals and other payables 1	118	111
Trade and other payables	493	382

Included within accruals and other payables was customer rebates of $17m (2024: $18m) and amounts held in escrow of $7m (2024: $9m).


	2025	2024
	$m	$m
Included within non-current liabilities:
Defined benefit obligations (Note 14)	11	12
Other employee-related liabilities	5	4
Accruals and other payables	20	15
Other non-current liabilities	36	31

13. Provisions

A provision is an obligation recognised when there is uncertainty over the timing or amount that will be paid. Provisions

recognised by the Group are primarily in respect of restructuring, dilapidations and legal liabilities.

Accounting policy

In line with IAS 37 – Provisions, Contingent Liabilities and Contingent Assets, a provision is recognised when there is a present

legal or constructive obligation as a result of a past event, it is probable that the Group will be required to settle the obligation

and that obligation can be measured reliably. Restructuring provisions are only recognised when a constructive obligation exists,

which requires both a detailed formal plan and a valid expectation being raised in those affected by starting to implement that

plan or announcing the main features. Provisions are measured at the best estimate of the expenditure required to settle the

obligation and are discounted to present value if the effect is material. Provisions are reviewed on a regular basis and adjusted

to reflect management’s best current estimates. Due to the judgemental nature of these items, future settlements may differ

from amounts recognised.

When the timing of a settlement is uncertain or expected to be more than 12 months from the reporting date, amounts are

classified as non-current.

The movements in provisions were as follows:


	Dilapidations Restructuring		Legal	Total
	$m	$m	$m	$m
1 January 2025	3.1	4.3	0.4	7.8
Charged to income statement	–	3.9	0.1	4.0
Released to income statement	–	(0.4)	–	(0.4)
Utilised	(0.4)	(5.1)	(0.1)	(5.6)
Foreign exchange	0.1	0.3	–	0.4
31 December 2025	2.8	3.0	0.4	6.2
Current	–	3.0	–	3.0
Non-current	2.8	–	0.4	3.2

Strategic report

Governance

Financial statements

Additional information

13. Provisions

continued

Convatec Annual Report and Accounts 2025

157

The expected payment profile of the discounted provisions at 31 December was as follows:


	2025	2024
	$m	$m
Within 1 year	3.0	4.3
2 to 5 years	3.2	3.5
Total	6.2	7.8

Dilapidation provisions

Dilapidation provisions are in respect of contractual obligations, on the expiry of a lease, to return leased properties in the condition

which is specified in the individual leases.

Restructuring provisions

Restructuring provisions are in respect of the Group’s strategic transformation activities. All restructuring provisions are supported

by detailed plans, and a valid expectation has been raised to those affected as required by the Group’s accounting policy.

Legal provision

The legal provisions are in respect of ongoing cases. Legal issues are often subject to uncertainties over the timing and the final

amounts of any settlement.

14. Post-employment benefits

The Group has over 10,000 employees globally and operates a number of defined benefit and defined contribution pension plans

for its employees. Each individual plan is subject to the applicable laws and regulations of the country in which the plan operates.

Defined contribution arrangements are where the Group pays fixed payments as they fall due into a separate fund on behalf of

employees participating in the plan and has no further legal or constructive obligations. The cost of Group contributions to

defined contribution arrangements during the year is provided in Note 3 – Operating costs.

A defined benefit plan is a pension or other post-employment benefit plan under which the Group has an obligation to provide

agreed benefits to current and former employees. The Group bears the risk that its obligation may increase or that the value of

the assets in the pension fund may decline. The benefit payable in the future by the Group is discounted to the present value and

the fair value of plan assets is deducted to measure the defined benefit pension position.

The Group has defined benefit plans in a number of European countries. The most significant plans are Switzerland, two state

mandated plans that remain open to all Swiss employees; and Germany, with one unfunded plan, that remains open to German

employees but closed to new entrants, and a funded plan put in place from April 2019. The Group's other defined benefit plans

are located in Austria, France and Italy (referred to as "Other" in the tables below).

For plans in Switzerland, Germany and Austria, asset funds for each country are being accumulated to meet the accruing

liabilities. The assets of each of these funds are either held under trusts or managed by insurance companies and are entirely

separate from the Group’s assets.

Accounting policy

Defined contribution pension plans

Payments to defined contribution pension plans are recognised as an expense when employees have rendered service entitling

them to the contributions. Payments made to state-managed retirement benefit plans are treated as payments to defined

contribution pension plans where the Group’s obligations under the plans are equivalent to those arising in a defined

contribution pension plan.

Defined benefit pension plans

The Group records an asset or liability related to its defined benefit pension plans as the difference between the fair value of the

plan assets and the present value of the plan liabilities. The obligations of the plans are calculated using the Projected Unit Credit

Method, with actuarial valuations being performed by an independent actuary at the end of each reporting period. The valuation

requires estimates and judgements to be made to calculate the Group’s liabilities, and results in actuarial gains and losses

being recorded.

Actuarial gains and losses, movements in the return on plan assets (excluding interest) and the impact of the asset ceiling

(if applicable) are recognised immediately in the Consolidated Statement of Financial Position with a charge or credit to the

Consolidated Statement of Comprehensive Income. Remeasurements recorded in the Consolidated Statement of Comprehensive

Income are not subsequently reclassified to the Consolidated Income Statement.

Past service cost is recognised in the Consolidated Income Statement in the period of plan amendment, where relevant.

Net interest is calculated by applying a discount rate to the net defined benefit liability or asset.

The assets of the plans are held at fair value, which is equal to market value, and are held in separate trustee-administered funds

or similar structures in the countries concerned. Surplus assets within the plan are only recognised to the extent that they are

recoverable in accordance with IFRIC Interpretation 14,

IAS 19, The Limit on a Defined Benefit Asset, Minimum Funding Requirements

and their Interaction

(IFRIC 14).

Convatec Annual Report and Accounts 2025

158

14. Post-employment benefits

continued

Notes to the consolidated financial statements

continued

Financial statements

Risks

The defined benefit plans typically expose the Group to risks. The most significant risks impacting the Group as a result of these

plans are as follows:


Investment risk	The present value of the defined benefit plan liability is calculated using a discount rate determined by
	reference to high-quality corporate bond yields; if the return on plan assets is below this rate, it will create
	a plan deficit.
Interest risk	A decrease in the interest rate will increase the plan liability, but this will be partially offset by an increase
	in the return on the plan’s fixed rate debt instruments.
Longevity risk	The present value of the defined benefit plan liability is calculated by reference to the best estimate of the
	mortality of plan participants both during and after their employment. An increase in the life expectancy of
	the plan participants will increase the plan’s liability.
Salary risk	The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan
	participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

Amounts recorded in the Consolidated Financial Statements

Consolidated Income Statement

The aggregate expense for all post-employment defined benefit plans recognised in the Consolidated Income Statement for the

year ended 31 December was as follows:


	2025	2024
	$m	$m
Defined benefit plans:
Current service cost	1.3	1.0
Past service (income)	(1.2)	(0.1)
Interest (income) on plan assets	(0.1)	–
Interest expense on defined benefit obligations	0.5	0.3
Total expense (Note 3)	0.5	1.2

Consolidated Statement of Comprehensive Income

Aggregate actuarial gains and losses for all defined benefit plans recognised in the Consolidated Statement of Comprehensive

Income for the year ended 31 December were as follows:


	2025	2024
	$m	$m
Remeasurement effect recognised in other comprehensive income:
Actuarial (loss)/gain on liabilities due to experience	(0.7)	0.1
Actuarial gain/(loss) arising from changes in financial assumptions	2.1	(0.5)
Actuarial (loss)/gain on plan assets	(0.2)	0.1
Remeasurement gain/(loss) recognised in other comprehensive income	1.2	(0.3)
Total amount recognised in other comprehensive income	1.2	(0.3)

Consolidated Statement of Financial Position

The amount recognised for each defined benefit arrangement in the Consolidated Statement of Financial Position at 31 December

was as follows:


	German y		Switzerland		Other		Total
	2025	2024	2025	2024	2025	2024	2025	2024
	$m	$m	$m	$m	$m	$m	$m	$m
Fair value of schemes' assets	1.0	0.7	11.1	12.9	0.8	0.7	12.9	14.3
Present value of funded schemes'
liabilities	(8.8)	(8.6)	(12.6)	(14.7)	(0.8)	(0.8)	(22.2)	(24.1)
Deficit in the funded schemes	(7.8)	(7.9)	(1.5)	(1.8)	–	(0.1)	(9.3)	(9.8)
Present value of unfunded schemes'
liabilities	–	–	–	–	(1.7)	(1.7)	(1.7)	(1.7)
Net pension liability	(7.8)	(7.9)	(1.5)	(1.8)	(1.7)	(1.8)	(11.0)	(11.5)
Recognised within Consolidated Statement of Financial Position:
Defined benefit obligations (Note 12)							(11.0)	(11.5)

The weighted average duration of the Group's defined benefit obligations at the end of the year is 18.5 years (2024: 17.3 years).

Strategic report

Governance

Financial statements

Additional information

14. Post-employment benefits

Convatec Annual Report and Accounts 2025

159

continued

Fair value of assets and present value of the liabilities of the plan

The amount included in the Consolidated Statement of Financial Position arising from its obligations in respect of its defined benefit

plans was as follows:


	Assets	Liabilities	Total
	$m	$m	$m
At 1 January 2024	12.6	(24.7)	(12.1)
Current service cost	–	(1.0)	(1.0)
Past service income	–	0.1	0.1
Interest expense	–	(0.3)	(0.3)
Remeasurement gain/(loss)	0.7	(0.5)	0.2
Contributions by employer	1.3	–	1.3
Contributions by members	0.4	(0.4)	–
Benefits paid	(3.3)	3.3	–
Experience gain	–	0.1	0.1
Transfer from multi-employer scheme	3.5	(4.1)	(0.6)
Foreign exchange	(0.9)	1.7	0.8
At 31 December 2024	14.3	(25.8)	(11.5)
Current service cost	–	(1.3)	(1.3)
Past service income	–	1.2	1.2
Interest income/(expense)	0.1	(0.5)	(0.4)
Remeasurement (loss)/gain	(0.1)	2.1	2.0
Contributions by employer	1.1	–	1.1
Contributions by members	0.4	(0.4)	–
Benefits paid	(5.0)	5.0	–
Experience loss	–	(0.6)	(0.6)
Foreign exchange	2.1	(3.6)	(1.5)
At 31 December 2025	12.9	(23.9)	(11.0)

Plan assets

The fair value of defined benefit plan assets at 31 December, which has been determined in accordance with IFRS 13,

Fair Value

Measurements

, is analysed below. All assets, either directly or as held in a fund, have a quoted market price and are categorised

as a Level 1 measurement in the fair value hierarchy.


	German y		Switzerland		Other		Total
	2025	2024	2025	2024	2025	2024	2025	2024
	$m	$m	$m	$m	$m	$m	$m	$m
Equity instruments	1.0	0.7	4.1	4.3	–	–	5.1	5.0
Debt instruments	–	–	3.4	4.5	–	–	3.4	4.5
Property	–	–	2.2	2.6	–	–	2.2	2.6
Qualifying insurance policies	–	–	–	–	0.8	0.7	0.8	0.7
Other	–	–	1.4	1.5	–	–	1.4	1.5
Plan assets	1.0	0.7	11.1	12.9	0.8	0.7	12.9	14.3

Actuarial assumptions

The Group makes certain key assumptions in order to value the plan obligations, and the approach to how these were set was

as follows:


	Approach taken
Discount rate	Calculated by reference to the yields on high-quality corporate bonds which match expected cash
	flows in each territory in which a defined benefit plan is present.
Inflation	Calculated using the difference on yields between fixed and index-linked government bonds.
Future salary increases	Based on historical expectations and known future increases, including expected inflation rates.
Mortality	Based on mortality tables derived from assessments performed by national governments and based
	upon recommendations by plan actuaries.

The principal actuarial assumptions for each defined benefit arrangement used at 31 December were as follows:


	German y		Switzerland		Other
	2025	2024	2025	2024	2025	2024
Discount rate	4.53%	3.32%	1.20%	1.10%	3.18% to 4.35%	3.18% to 3.61%
Rate of price inflation	N/A	N/A	1.50%	1.00%	2.00% to 2.20%	2.00% to 2.20%
Future salary increases	2.50%	2.50%	1.75%	1.75%	0.00% to 2.50%	0.00% to 2.50%

Convatec Annual Report and Accounts 2025

160

14. Post-employment benefits

continued

Notes to the consolidated financial statements

continued

Financial statements

The current mortality assumptions underlying the values of the obligations in the defined benefit plans were as follows:


	German y		Switzerland		Other
	2025	2024	2025	2024	2025	2024
Life expectancy at age 65
Male	21.0 years	18.9 years	21.9 years	22.8 years	18.8 years	18.8 years
Female	24.4 years	22.3 years	23.7 years	24.5 years	23.9 years	24.0 years
Life expectancy at age 65 in 20 years' time
Male	23.8 years	21.6 years	21.9 years	24.8 years	18.8 years	18.8 years
Female	26.6 years	24.5 years	23.7 years	26.4 years	23.9 years	24.0 years

Sensitivity analysis

The effect of movements in the key actuarial assumptions in respect of the Germany and Switzerland plans at 31 December 2025

would be an (increase)/decrease to the defined benefit asset/liabilities as follows:


	German y		Switzerland
	Increase	Decrease	Increase	Decrease
	0.5%	0.5%	0.5%	0.5%
Discount rate	0.7	(0.6)	0.8	(0.9)
Future salary increases	N/A	N/A	(0.2)	0.2
	1 year increase	1 year decrease	1 year increase	1 year decrease
Life expectancy	(0.1)	0.3	N/A	N/A

Future funding

Payments expected to be made by the Group to its defined benefit pension plans in the year ending 31 December 2026 are as follows:


	German y	Switzerland	Other	Total
	$m	$m	$m	$m
Expected payments	0.2	0.4	–	0.6

Capital structure and financial costs

The Group ensures that all entities within the Group have sufficient funding to deliver the Group’s strategy while maximising the

return to shareholders through the debt and equity balance. The capital structure of the Group consists of net debt (which includes

borrowings less cash and cash equivalents and excluding lease liabilities) and equity of the Group, comprising issued capital,

reserves and earnings as disclosed in the Consolidated Statement of Changes in Equity. The Group's capital structure is managed

to provide ongoing returns to shareholders and service debt obligations whilst maintaining maximum operational flexibility.

15. Share capital and reserves

Share capital

Called up share capital is the total number of shares in issue at their par value. The rights attaching to the ordinary shares are

uniform in all respects. They form a single class for all purposes, including with respect to voting and for all dividends and other

distributions thereafter declared, made or paid on the ordinary share capital of the Group. Incremental costs directly attributable

to the issue of new ordinary shares are shown in equity as a deduction from the proceeds, net of tax.

Repurchased shares are classified as own shares and are disclosed in the own shares reserve.

Share premium

The share premium represents amounts received in excess of the nominal value of the ordinary shares.

Own shares

Own shares are ordinary shares in the Group purchased and held by the Company or an Employee Benefit Trust, either to satisfy

obligations under the Group's employee share ownership programmes or to be cancelled. The Employee Benefit Trust is

consolidated as an extension of the Group and the Company.

When any Group company purchases the Company’s equity share capital (own shares), the consideration paid, including any

directly attributable incremental costs (net of tax), is deducted from equity until the shares are cancelled, reissued or disposed of.

Upon cancellation, the nominal value of the shares cancelled is transferred to a capital redemption reserve.

Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable costs and the

related tax effects, is recognised in equity and the resulting surplus or deficit on the transaction is presented within share premium.

Strategic report

Governance

Financial statements

Additional information

15. Share capital and reserves

continued

Convatec Annual Report and Accounts 2025

161

Merger reserve

In 2016, the Consolidated Financial Statements were prepared under merger accounting principles. Under these principles, no

acquirer was required to be identified, and all entities were included at their pre-combination carrying amounts. This accounting

treatment led to differences on consolidation between issued share capital and the book value of the underlying net assets. This

difference is included within equity as a merger reserve.

Cumulative translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial

statements of foreign subsidiaries.

Other reserves

Other reserves comprises of the cumulative changes in the effective portion of cash flow hedges, remeasurement of defined

benefit plans, remeasurement of the equity investment, and the share-based payment reserve.

Share capital

Share capital, share premium and the number ordinary shares of 10 pence each were as follows:



	2025	2024
Issued and fully paid or credited as fully paid
Share capital ($m)	251	251
Share premium ($m)	181	181
Ordinary shares (number)	2,049,789,559	2,049,789,559

Own shares

During the year, the Company repurchased a total of 94,937,530 ordinary shares (2024: nil) under its share buyback programme,

authorised by the Board on 20 August 2025. The shares were repurchased in the open market at a total cost of £226m ($301m)

(inclusive of transaction costs), representing an average price of £2.38 ($3.17) per share. As at 31 December 2025, these were all

held as treasury shares. These shares carry no voting rights and are not entitled to dividends.

The buyback was funded from available cash reserves and is part of the Company’s long standing capital allocation strategy aimed

at enhancing shareholder returns. The programme was completed in December 2025.

As at 31 December 2025, 397,450 shares (2024: 5,444,666 shares) were held in the Employee Benefit Trust.

The shares held in treasury and by the Employee Benefit Trust are presented as a deduction from equity. There is a waiver in place

in respect of all or any future right to dividend payments on shares held in the Convatec Employee Benefit Trust.

The movement in own shares is summarised below:



	Held by Employee		Held in treasury by
	Benefit Trust		Convatec Group Plc		Total own shares
		Amount		Amount		Amount
	Number	($m)	Number	($m)	Number	($m)
As at 1 January 2025	5,444,666	16	–	–	5,444,666	16
Shares repurchased	7,789,018	25	94,937,530	301	102,726,548	326
Shares vested to employees	(12,836,234)	(39)	–	–	(12,836,234)	(39)
As at 31 December 2025	397,450	2	94,937,530	301	95,334,980	303

The market value of own shares at 31 December 2025 was $312m (2024: $15m).

Distributable reserves

At 31 December 2025, the retained surplus of the Company was $3,425m (2024: $3,089m) of which $1,811m (2024: $1,475m) was

realised and distributable – refer to Note 8 – Distributable Reserves in the Company’s Financial Statements for further details. The

capacity of the Company to make dividend payments is primarily determined by the availability of these retained and realised

distributable reserves and the Group's cash resources including available borrowing facilities.

Other reserves

Other reserves include the share-based payment reserve of $174m (2024: $184m) and remeasurement of defined benefit obligations

of $6m (2024: $5m) and the effective portion of cash flow hedges of $1m (2024: $3m) offset by the remeasurement of equity

investments of $29m (2024: $14m). A reconciliation of movements in all reserves is provided in the Consolidated Statement of

Changes in Equity.

Convatec Annual Report and Accounts 2025

162

Notes to the consolidated financial statements

continued

Financial statements

16. Dividends

The Group ensures that adequate realised distributable reserves are available in the Company in order to meet proposed

shareholder dividends and the purchase of shares for employee share scheme incentives. The Company principally derives

distributable reserves from dividends received from subsidiary companies.

In determining the level of dividend for the year, the Board considers the following factors and risks that may influence the

proposed dividend:

–

Availability of realised distributable reserves

–

Available cash resources and commitments

–

Strategic opportunities and investments, in line with the Group’s strategic plan and

–

Principal risks of the Group (as disclosed on pages 70 to 74)

The Board paid the 2024 final dividend in May 2025 and the 2025 interim dividend in October 2025. The Board has taken into

consideration balancing the return to shareholders and the additional investment in transformation in the period. The decision

to increase the dividend for 2025 reflects the Board’s confidence in the future performance of the Group, this includes its

underlying financial strength and cash generation when assessing cash flow forecasts for the next two years from the date of the

dividend payment. Further details of the Group’s considerations and rationale for its policy in respect of the dividend distribution

are given in the Directors’ report on page 122.

Accounting policy

Dividends paid are included in the Group Consolidated Financial Statements at the earlier of payment of the dividends or, in respect

of the Company’s final dividend for the year, on approval by shareholders.

Dividends paid and proposed were as follows:



	Pence	Cents	Total
	per share	per share	$m
Final dividend 2023	3.517	4.460	91
Interim dividend 2024	1.422	1.822	39
Paid in 2024	4.939	6.282	130
Final dividend 2024	3.639	4.594	101
Interim dividend 2025	1.399	1.877	39
Paid in 2025	5.038	6.471	140
Final dividend 2025 proposed	3.973	5.367	105

The final dividend proposed for 2025 is to be distributed on 28 May 2026 to shareholders on the register at the close of business on

17 April 2026 and is subject to shareholder approval at the Annual General Meeting on 21 May 2026. The dividend will be declared in

US dollars and will be paid in Sterling at the chosen exchange rate of $1.351/£1.00 determined on 23 February 2026.

The interim and final dividends for 2025 give a total dividend for the year of 7.244 cents per share (2024: 6.416 cents per share).

17. Share-based payments

The Group operates a number of plans used to award shares to Executive Directors and other senior employees as part of their

remuneration package. A charge is recognised over the vesting period in the Consolidated Income Statement to record the cost

of these, based on the fair value of the award at the grant date.

The Group’s share-based payment schemes in place are as follows:

Long Term Incentive Plan (LTIP) (Equity settled)

Provides Performance Share Plan (PSP) awards subject to Group performance and market conditions and Restricted Stock Units

(RSU) subject only to remaining employed up to the vesting date. Details on share-based payments in relation to Executive

Directors is set out on pages 104 to 121.

Deferred Bonus Plan (DBP) (Equity settled)

Provides for the grant of share awards to defer a portion of the participant’s bonus as determined by the Remuneration

Committee. The awards vest subject only to remaining employed up to the vesting date.

Share Plan/Matching Share Plan (SP/MSP) (Equity settled & cash settled)

Provides for the grant of discretionary share awards. Awards granted in 2025 will vest to employees still employed on the vesting date.

Employee Plans (Equity settled & cash settled)

The Group also operates Employee Plans which provide eligible employees the opportunity to save up to £500 per month (or local

currency equivalent) with an option to acquire shares using these savings at a 15% discount to the market price at date of grant.

The Employee Plans are available to employees under the following schemes:

–

Save-As-You-Earn (SAYE)

– Available to all employees in the UK employed by participating Group companies.

–

Employee Stock Purchase Plan (ESPP)

– Available to all employees in the US.

–

International Share Save Plan

– Available to all employees in the rest of the world.

Strategic report

Governance

Financial statements

Additional information

17. Share-based payments

continued

Convatec Annual Report and Accounts 2025

163

Accounting policy

Equity-settled share-based payment awards are measured at the fair value of the award on the grant date, excluding the effect

of non-market-based vesting conditions. The fair value of the awards at the date of the grant is expensed to the Consolidated

Income Statement over the vesting period on a straight-line basis.

Appropriate adjustments are made to reflect expected and actual forfeitures during the vesting period due to uncertainties

in satisfying service conditions or non-market performance conditions. The corresponding credit is to other reserves in the

Consolidated Statement of Financial Position.

For certain jurisdictions, the share-based payment awards are cash-settled. Cash-settled share-based payment awards are

remeasured at the fair value of the award at each reporting date and expensed to the Consolidated Income Statement over

the vesting period on a straight-line basis.

Share-based payment expenses recognised in the Consolidated Income Statement were as follows:



	2025	2024
	$m	$m
LTIP	18	12
SP/MSP	7	6
DBP	2	1
Employee Plans	1	1
	28	20

During the year to 31 December 2025, $28m (2024: $20m) of share-based payments were equity-settled. All amounts that were

equity-settled were recognised in other reserves, with immaterial amounts that were cash-settled recognised through other

non-current liabilities.

Awards outstanding

The movements in the number of share and share option awards and the weighted average exercise price of share options are

detailed below:



	2025		2024
		Weighted		Weighted
		average		average
	Number of	exercise price	Number of	exercise price
	shares/options	of options	shares/options	of options
	000s	£ per share	000s	£ per share
Outstanding at 1 January	30,890	0.28	31,439	0.29
Granted	12,607	0.37	10,667	0.27
Forfeited	(5,450)	0.25	(5,207)	0.25
Exercised	(12,202)	0.18	(6,009)	0.24
Outstanding at 31 December	25,845	0.37	30,890	0.28
Exercisable at 31 December	657	1.74	670	1.74
Weighted average fair value of awards granted (£ per share)	–	1.79	–	1.97

The average share price during 2025 was £2.49 (2024: £2.45). The share price of the Company at 31 December 2025 was £2.43

(2024: £2.21).

The range of exercise prices and the weighted average remaining contractual life of options outstanding at 31 December were as follows:



	2025	2024
	Number of	Number of
	shares/options	shares/options
Range of prices	000s	000s
Nil	20,752	26,240
1.74	526	1,546
1.76	990	1,101
1.96	3,577	1,444
2.08	–	559
	25,845	30,890
Weighted average remaining contractual life of options outstanding	2.2 years	1.9 years

Convatec Annual Report and Accounts 2025

164

17. Share-based payments

continued

Notes to the consolidated financial statements

continued

Financial statements

Valuation assumptions

All share awards granted are valued directly by reference to the share price at date of grant except:

–

PSP shares awarded under the LTIP and MSP plans are subject to both market-based measures and non-market-based measures.

Values under the market-based element are based on relative Total Shareholder Return (TSR) performance conditions and are

valued using a Monte Carlo simulation.

–

Options granted under the Employee Plans are valued using the Black-Scholes model.

The principal assumptions used in these valuations were:



	2025			2024
		SAYE and			SAYE and
		International			International
	LTIP	Share Save Plan	ESPP	LTIP	Share Save Plan	ESPP
Share price at date of grant	£2.64	£2.31	£2.31	£2.81	£2.31	£2.31
Exercise price	nil	£1.96	£1.96	nil	£1.96	£1.96
Expected life	3 years	3.6 years	2.0 years	3 years	3.6 years	2.0 years
Expected volatility 1	27.5%	27.5%	27.5%	28.1%	28.1%	28.1%
Risk free rate	4.2%	3.7%	3.8%	4.3%	4.3%	4.5%
Dividend yield	n/a	2.2%	2.2%	n/a	1.9%	1.9%
Fair value	£1.96	£0.45	£0.41	£2.02 & £2.19	£0.48	£0.43

The expected volatility was determined by calculating the observed historical volatility of share prices of peer group companies (including the Company) over the

expected life of the share award.

18. Financial risk management

The Group’s treasury policy seeks to minimise the Group's principal financial risks. No trading or speculative transactions in

financial instruments are undertaken. This note presents information about the Group’s exposure to financial risks and the

Group’s objectives, policies and processes for measuring and managing risks.

Financial risk management objectives

Based on the global operations of the Group, management consider the key financial risks to be liquidity, foreign exchange, interest

rate and counterparty credit. The management of counterparty credit risk is discussed in Note 11 – Trade and other receivables.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group

manages and minimises liquidity risk by using global cash management solutions and actively monitoring both actual and projected

cash outflows to ensure that it will have sufficient liquidity to meet its liabilities when due and have headroom to provide against

unforeseen obligations. As at 31 December 2025, the Group held cash and cash equivalents of $68m (2024: $65m), of which 27.3%

(2024: 32.3%) was held centrally.

Medium and long-term borrowing requirements are met through committed bank facilities and capital market funding as detailed in

Note 19 – Borrowings. Short-term borrowing requirements, if necessary, may be met from drawings under the multicurrency facility.

Longer term, the Group has assessed its liquidity forecast as part of the viability assessment and its ability to continue trading as

a going concern. For further detail on the Group's assessment of liquidity risk, refer to the Viability statement on pages 76 to 77.

Foreign exchange risk

As a result of the global nature of operations, the Group is exposed to market risk arising from changes in foreign currency

exchange rates.

Where possible, the Group manages foreign exchange risk by matching same currency revenues and expenses. It will also denominate

debt in certain currencies and use foreign exchange forward contracts and swap contracts to further minimise transactional foreign

exchange risk, with certain currency contracts designated as cash flow hedges; refer to Note 21 – Financial Instruments for details.

As a result, the impacts of the fluctuations in the market values of assets and liabilities and the settlement of foreign currency

transactions are reduced.

Strategic report

Governance

Financial statements

Additional information

18. Financial risk management

continued

Convatec Annual Report and Accounts 2025

165

The following table summarises the exchange rates used for the translation of currencies into US dollars that have the most

significant impact on the Group results:



	Average rate/
Currenc y	Closing rate	2025	2024
USD/EUR	Average	1.13	1.08
	Closing	1.17	1.04
USD/GBP	Average	1.32	1.28
	Closing	1.35	1.25
USD/DKK	Average	0.15	0.15
	Closing	0.16	0.14

During 2025, revenue was mostly USD denominated (55%) (2024: 56%). Other significant currencies were EUR (20%) (2024: 19%)

and GBP (5%) (2024: 5%). The balance comprises a basket of other currencies which, on an individual basis, were each no more than

3% of revenue.

Sensitivity analysis on foreign exchange risk

The sensitivity analysis below assumes a 10% strengthening of the US dollar against the principal currencies to highlight the

sensitivity of profit before income taxes and total equity to translation foreign exchange risk as at 31 December, with all other

variables held constant.



		2025	2024
Currenc y	Sensitivity	$m	$m
I ncrease/(decrease) in profit before income taxes
USD/GBP	+10%	(6)	4
USD/EUR	+10%	–	(8)
USD/DKK	+10%	(15)	(12)
(Increase) / decrease in total equit y
USD/GBP	+10%	(103)	(85)
USD/EUR	+10%	(45)	3
USD/DKK	+10%	(44)	(31)

Interest rate risk

The Group’s principal exposure to interest rate risk is in relation to interest expense on borrowings made under the Group's credit

facilities which attract interest at floating rates plus a fixed margin as well as any cash or investments that result in interest income

at floating rates. Floating rate instruments expose the Group to interest rate cash flow and expense risk. The Group manages this

exposure on a net basis within Board-approved policy parameters, including the use of interest rate swaps designated as cash flow

hedges to maintain an appropriate mix between fixed and floating rate borrowings.

As at 31 December 2025, the Group’s borrowings were principally denominated in USD, GBP and EUR. The Group’s credit facilities

expose the Group to SOFR, SONIA and EURIBOR. The Group’s interest rate swaps of $75m, are referenced to the SOFR benchmark

(see Note 21 – Financial instruments).

Sensitivity analysis on interest rate risk

Based on the composition and the terms of the Group's borrowings as at 31 December 2025, and including the 0% interest rate floor

and after the effect of the interest rate swaps and cash, if interest rates were to increase or decrease by 100 basis points, the interest

expense on borrowings would increase by $2m (2024: $4m) or decrease by $2m (2024: $4m) assuming that all other variables remain

constant and excluding any effect of tax.

Convatec Annual Report and Accounts 2025

166

Notes to the consolidated financial statements

continued

Financial statements

19. Borrowings

The Group’s sources of borrowing for funding and liquidity purposes derive from senior notes and credit facilities including

a committed revolving credit facility.

Accounting policy

Borrowings are recognised at fair value less directly attributable costs on the date that they are entered into and subsequently

measured at amortised cost using the effective interest rate method. Borrowing costs directly attributable to the facility are

capitalised and amortised over the period of the loan.

The effective interest rate method is a method of calculating the amortised cost of a financial liability and allocating the interest

expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments

through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on

initial recognition.

Borrowings are classified as non-current when the repayment date is more than 12 months from the period-end date or where

they are drawn on a facility with more than 12 months to expiry.

The Group derecognises borrowings when its contractual obligations are discharged, terminated or expired.

Fair value measurement

Borrowings are classified as Level 1 or Level 2 in the fair value hierarchy in accordance with IFRS 13,

Fair Value Measurements

based upon the degree to which the fair value movements are observable.

The Group's borrowings as at 31 December were as follows:



			2025	2024
		Year of	Face value	Face value
	Currenc y	maturit y	$m	$m
Revolving Credit Facility 1	USD/Euro	2028	411	384
Term Loan	USD	2027	–	250
Senior Notes	USD	2029	500	500
Senior Notes	USD	2035	500	–
Interest-bearing borrowings			1,411	1,134
Financing fees 2			(13)	(11)
Total carrying value of borrowings			1,398	1,123
Current portion of borrowings			–	–
Non-current portion of borrowings			1,398	1,123

Included within the Revolving Credit Facility was €106m ($125m) and £128m ($173m) at 31 December 2025, representing 30.2% of RCF debt denominated in Euros,

41.9% of RCF debt denominated in GBP and 27.9% denominated in US dollars. As at 31 December 2024, this was €106m ($110m) and £7m ($9m), representing

28.6% of RCF debt denominated in Euros, 2.3% of RCF debt denominated in GBP and 69.1% denominated in US dollars.

Financing fees of $13m (2024: $11m) related to the remaining unamortised fees incurred on the credit facilities and on the senior notes.

In September 2025, the Group issued senior unsecured notes of $500m – diversifying its debt structure, lengthening its debt

maturity and reducing its refinancing risk. The Group continuously reviews its debt structure, seeking opportunities to optimise

profile and pricing. The notes have a tenor of 10 years and priced at a coupon of 5.3%, demonstrating the attractiveness of the

sector and confidence in Convatec’s credit profile. The proceeds were partially used to prepay existing bank debt (with $7m of

discount and issuance costs incurred and to be amortised over the life of the senior notes).

As at 31 December 2025, the Group had $411m, of unsecured bank debt maturing in 2028, senior unsecured notes of $500m maturing

in October 2029 and $500m maturing in 2035. This new debt profile will support the Group’s continued investment and growth.

As at 31 December 2025, $539m (2024: $566m) of the multicurrency revolving credit facility remained undrawn.

The Group ended the period with total borrowings, net of financing fees, of $1,398m (2024: $1,123m).

Financial covenants

The principal financial covenants are based on a permitted net debt to covenant-adjusted EBITDA

ratio and interest cover test

as defined in the credit facilities agreement. Testing is required on a semi-annual basis, at June and December, based on the last

12 months’ financial performance. At 31 December 2025, the permitted net debt to covenant-adjusted EBITDA

ratio was a

maximum of 3.5 times and the interest cover a minimum of 3.5 times, terms as defined by the credit facilities agreement.

In accordance with the credit facilities agreement, the net debt to covenant-adjusted EBITDA

ratio can increase to a maximum

4.0 times for permitted acquisitions or investments.

The Group was in compliance with all financial and non-financial covenants at 31 December 2025, with significant available

headroom on the financial covenants (in excess of $830m debt headroom (2024: $888m) on net debt to covenant-adjusted EBITDA

and $408m covenant-adjusted EBITDA

headroom (2024: $303m) on interest cover).

Excluding the impact of interest rate swaps, the weighted average interest rate on borrowings for the year ended 31 December 2025

was 5.2% (2024: 6.0%).

Covenant-adjusted EBITDA is calculated based on terms as defined in the credit facilities agreement. This is different to adjusted EBITDA, which is an alternative

performance measure (“APM”) as disclosed on pages 28 to 31.

Strategic report

Governance

Financial statements

Additional information

19. Borrowings

continued

Convatec Annual Report and Accounts 2025

167

Senior notes

The senior unsecured notes maturing in 2029 are subject to an interest cover financial covenant as defined in the indentures which

is a minimum of 2.0 times, with testing required annually at 31 December on the last 12 calendar months’ financial performance.

There are no financial covenants attached to the senior notes maturing in 2035.

Borrowings measured at fair value

The senior notes are listed and their fair value at 31 December 2025 of $986m (2024: $457m) has been obtained from quoted

market data and therefore categorised as a Level 1 measurement in the fair value hierarchy under IFRS 13,

Fair Value Measurements

For the Group’s other borrowings, the fair value is based on discounted cash flows using a current borrowing rate and is categorised

as a Level 2 measurement. At 31 December 2025, the estimated fair value of the Group's other borrowings was $375m (2024: $679m).

Maturity of financial liabilities

The contractual undiscounted future cash flows, including contractual interest payments, related to the Group's financial liabilities

were as follows:


			Contractual cash flows
	Within 1 year or	1 to 2	2 to 3	3 to 4	4 to 5 More than			Carrying
	on demand	years	years	years	years	5 years	Total	amount
	$m	$m	$m	$m	$m	$m	$m	$m
At 31 December 2024
Borrowings	59	50	48	298	533	518	1,506	1,123
Lease liabilities (Note 22)	26	20	15	10	8	18	97	79
Trade and other payables 1 (Note 12)	350	–	–	–	–	–	350	350
Derivative financial instruments (Note 21)
Derivative financial instruments payable	1,487	7	–	–	–	–	1,494	18
Derivative financial instruments receivable	1,483	5	–	–	–	–	1,488	18
At 31 December 2025
Borrowings	66	65	415	546	659	–	1,751	1,398
Lease liabilities (Note 22)	31	26	20	16	12	38	143	120
Trade and other payables 1 (Note 12)	450	–	–	–	–	–	450	450
Derivative financial instruments (Note 21)
Derivative financial instruments payable	1,775	–	–	–	–	–	1,775	7
Derivative financial instruments receivable	1,774	–	–	–	–	–	1,774	10

Trade and other payables excludes taxes and social security of $43m (2024: $32m) as per Note 12 – Trade and other payables, as these are statutory rather than

contractual requirements and therefore are not classified as financial liabilities in the above table.

Reconciliation of movement in borrowings



	2025	2024
	$m	$m
Borrowings at 1 January	1,123	1,227
Repayment of borrowings	(250)	(98)
Proceeds of new borrowings, net of financing fees	504	–
Foreign exchange	18	(9)
Non-cash movements 2	3	3
Borrowings at 31 December	1,398	1,123

Non-cash movements were in respect of the amortisation of deferred financing fees associated with the borrowings.

Convatec Annual Report and Accounts 2025

168

Notes to the consolidated financial statements

continued

Financial statements

20. Cash, cash equivalents and restricted cash

Cash held at bank is used for the Group's day-to-day operations. The Group utilises bank deposits or money market funds

which have a maturity of three months or less as liquid investments that enable short-term liquidity requirements to be met.

Accounting policy

Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions. All liquid investments,

including term deposits and money market funds, have original maturities of three months or less, are subject to insignificant

risk of changes in value and are repayable within one business day with no significant loss of interest, resulting in classification

as cash equivalents.

Cash at bank earns interest based on daily bank deposit rates. Term deposits and money market funds earn interest at the

respective short-term deposit rate.

Cash and cash equivalents at 31 December 2025 included $21m (2024: $19m) of cash held in territories where there are

restrictions related to timely repatriation. The amounts meet the definition of cash and cash equivalents but are not deemed

to be readily available for general use by the wider Group.

Consolidated Statement of Cash Flows

Under certain circumstances, the Group utilises bank overdrafts to manage temporary fluctuations in cash positions. The bank

overdrafts are repayable on demand, used as part of the Group’s overall cash management strategy and form part of cash

and cash equivalents for the purpose of the Consolidated Statement of Cash Flows. The Group had no bank overdrafts as at

31 December 2025 or 31 December 2024.

The Group reports cash flows from operating activities using the indirect method in accordance with IAS 7, Statement of Cash Flows.

The Group has elected to classify net interest paid (including interest on lease liabilities) as cash flows from operating activities.

Short-term lease payments and payments for leases of low-value assets are included in cash flows from operating activities.

Changes in working capital assets and liabilities as reported in cash flows from operating activities reflect the changes in the

Consolidated Statement of Financial Position between the current and previous financial year end, including adjustments for

amounts relating to acquisitions and disposals (when necessary), as well as currency translation adjustments.

Cash payments for the principal portion of lease liabilities are included within cash flows from financing activities.

Acquisition of property, plant and equipment, and intangible assets reflects additions to the related assets, including adjustments

for changes in capital accruals. Acquisition of intangible assets relates to capitalised software, development and product-related

licences. Refer to Note 8 – Intangible assets and goodwill for further details.

The adjustment for non-operating expense, net in the Consolidated Statement of Cash Flows excludes the gains and losses

realised on cash-settled derivative financial instruments. Refer to Note 4 – Non-operating income, net.

Restricted cash

In certain instances, there are requirements to set aside cash to support payment guarantees and obligations, including the

payment of value-added taxes, custom duties on imports, tender programmes and lease arrangements. Such amounts are

classified by the Group as restricted cash, which do not form part of cash and cash equivalents. Cash paid into escrow, arising

from a business combination, is also classified as restricted cash.



	2025	2024
	$m	$m
Cash at bank and in hand	61	57
Money market funds	7	8
Cash and cash equivalents	68	65



	2025	2024
	$m	$m
Restricted cash – current	7	9
Restricted cash – non-current	4	3
Total restricted cash	11	12

Current restricted cash of $7m (2024: $9m) relates to cash held in escrow in respect of the Group’s acquisitions.

Non-current restricted cash of $4m (2024: $3m) relates primarily to amounts held in respect of guarantees and the Group’s Share

Save scheme for employees. None of these amounts are accessible on demand.

Strategic report

Governance

Financial statements

Additional information

Convatec Annual Report and Accounts 2025

169

21. Financial instruments

A derivative financial instrument is a contract that derives its value from the performance of an underlying variable, such as

foreign exchange rates or interest rates. The Group uses derivative financial instruments to manage foreign exchange and

interest rate risk arising from its operations and financing. Derivative financial instruments used by the Group are foreign

exchange forwards and interest rate swaps.

The Group utilises interest rate swap agreements, designated as cash flow hedges, to manage its exposure to variability in

expected future cash outflows attributable to the changes in interest rates on the Group’s committed borrowing facilities.

Accounting policy

Derivative financial instruments are initially recognised at fair value on the derivative contract date and are remeasured at their

fair value at subsequent reporting dates. Derivative financial instruments are classified at fair value through profit or loss (FVTPL)

unless they are designated and qualify as an effective cash flow hedge. The fair value of forward foreign exchange contracts is

determined by using the difference between the contract exchange rate and the quoted forward exchange rate from third parties

at the reporting date.

Hedge accounting

The Group has elected to apply the IFRS 9,

Financial Instruments

hedge accounting requirements. Changes in the fair values of

derivatives designated as cash flow hedges are recognised in other comprehensive income to the extent the hedges are effective.

The fair value is the estimated amount that the Group would receive or pay to terminate the forward or swap at the reporting

date, taking into account current market rates, the Group’s current creditworthiness, as well as that of the financial

instrument counterparties.

The cumulative gain or loss is then reclassified to the Consolidated Income Statement in the same period when the relevant

hedged transaction is realised. Any ineffectiveness on hedging instruments is recognised in the Consolidated Income Statement

as they arise. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no

longer qualifies for hedge accounting. The discontinuation is accounted for prospectively. Any gain or loss recognised in other

comprehensive income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit

or loss when the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss

accumulated in the cash flow hedge reserve is immediately reclassified to profit or loss.

The Group held interest rate swaps of $75m at 31 December 2025 (2024: $265m), with exposure to SOFR as a reference rate

and maturing at various points in the next two years. These have been designated as cash flow hedges through other

comprehensive income.

Right to offset

Financial assets and liabilities are offset and the net amount presented in the Consolidated Statement of Financial Position when

the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset and settle

the liability simultaneously.

Fair value measurement

Financial instruments are classified as Level 1, Level 2 or Level 3 in the fair value hierarchy in accordance with IFRS 13,

Fair Value

Measurements

, based upon the degree to which the fair value movements are observable. Level 1 fair value measures are defined

as those with quoted (unadjusted) market prices in active markets for identical assets or liabilities. Level 2 fair value

measurements are defined as those derived from inputs other than quoted prices that are observable for the asset or liability,

either directly (prices from third parties) or indirectly (derived from third-party prices). Level 3 fair value measurements are

defined as those derived from significant unobservable inputs.

The only instrument classified as Level 1 are the senior notes, given the availability of quoted market price (Note 19 – Borrowings).

The Group’s derivative financial instruments, discussed below, are classified as Level 2. The Group’s equity investment in

preference shares (Note 9 – Investment in financial assets) and contingent consideration arising on business combinations

are classified within Level 3 of the fair value hierarchy.

The Group holds interest rate swap agreements to fix a proportion of variable interest on the Group’s US dollar debt, in accordance with

the Group's risk management policy. The interest rate swaps are designated as hedging instruments in a cash flow hedging relationship.

In accordance with Group policy, the Group uses forward foreign exchange contracts, designated as cash flow hedges, to hedge

certain forecast third-party foreign currency transactions. When a commitment is entered into a layered approach is taken when

hedging the currency exposure, ensuring that no more than 100% of the transaction exposure is covered. The currencies hedged

by forward foreign exchange contracts are US dollars, Swiss francs, Pound sterling, Danish krone and Japanese yen.

The Group further utilises foreign exchange contracts and swaps classified as FVTPL to manage short-term foreign exchange exposure.

Convatec Annual Report and Accounts 2025

170

21. Financial instruments

continued

Notes to the consolidated financial statements

continued

Financial statements

Cash flow hedges

The fair values are based on market values of equivalent instruments at 31 December. The following table presents the Group's

outstanding interest rate swaps, which were designated as cash flow hedges at 31 December:


				2025		2024
					Fair value 1		Fair value 1
				Notional	assets/	Notional	assets/
				amount	(liabilities)	amount	(liabilities)
	Currenc y	Effective date	Maturity date	$m	$m	$m	$m
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	23 Jan 2023	23 Jan 2025	–	–	50	–
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	3 Aug 2023	3 Feb 2025	–	–	50	–
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	3 Aug 2023	4 Aug 2025	–	–	50	–
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	29 Sep 2023	29 Sep 2025	–	–	40	–
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	23 Jan 2024	23 Jan 2026	25	–	25	–
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	23 Jan 2024	23 Jan 2026	25	–	25	–
6 Month term SOFR Float to Fixed
Interest Rate Swap	USD	28 May 2024	28 May 2026	25	–	25	–

The fair values of the interest rate swaps were disclosed in current derivative financial liabilities in the Consolidated Statement of Financial Position. There was

no ineffectiveness recognised in the Consolidated Income Statement.

Foreign exchange forward contracts

The following table presents the Group's outstanding foreign exchange forward contracts valued at FVTPL and foreign currency

forward contracts designated as cash flow hedges, disclosed in current derivative financial assets and liabilities, at 31 December:


		2025		2024
			Fair value		Fair value
		Notional	assets/	Notional	assets/
		amount	(liabilities)	amount	(liabilities)
	Term	$m	$m	$m	$m
Foreign exchange contracts	≤ 3 months	944	7	784	17
Foreign currency forward exchange contracts designated as
cash flow hedges	≤ 12 months	114	3	36	1
Derivative financial assets		1,058	10	820	18
Foreign exchange contracts	≤ 3 months	581	(5)	515	(9)
Foreign currency forward exchange contracts designated as
cash flow hedges	≤ 12 months	137	(2)	194	(9)
Derivative financial liabilities		718	(7)	709	(18)

During the year ended 31 December 2025, the Group realised a net loss of $41m (2024: $26m gain) on foreign exchange forward

contracts designated as FVTPL in Note 4 – Non-operating (expense)/income, net in the Consolidated Income Statement.

Impact of hedging on other comprehensive income

The following table presents the impact of hedging on other comprehensive income:


	2025	2024
	$m	$m
Recognised in other comprehensive income:
Effective portion of changes in fair value of cash flow hedges:
Interest rate hedging	(1)	1
Foreign currency forward exchange contracts designated as cash flow hedges	16	(12)
Changes in fair value of cash flow hedges reclassified to the Consolidated Income Statement	(10)	2
Cost of hedging	(1)	1
Total	4	(8)

Offsetting financial assets and liabilities

Financial assets and liabilities are offset and the net amount reported in the balance sheet where there is a legally enforceable right to

offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Amounts which do not meet all of the criteria for offsetting on the balance sheet but could be settled net in certain circumstances

primarily relate to derivative transactions entered under International Swaps and Derivatives Association (ISDA) master netting

arrangements or other similar agreements. In general, under such agreements, each party has the option to settle on a net basis

in the event of default of the other party. As there is presently not a legally enforceable right of offset, these amounts have not been

offset in the balance sheet and have been presented separately in the table below.

Strategic report

Governance

Financial statements

Additional information

21. Financial instruments

continued

Convatec Annual Report and Accounts 2025

171

The financial assets and financial liabilities presented below are subject to offsetting, enforceable master netting or similar

agreements. The column 'Net amount' shows the impact on the Group's balance sheet if all set-off rights were exercised.

Financial liabilities offset against trade and other receivables mainly relate to accrued customer rebates/discounts and chargebacks,

as the offsetting criteria for these are met under IAS 32.



		Gross financial	Net financial	Related amounts
	Gross financial	(liabilities)/assets	assets/(liabilities)	not set off in the
	assets/(liabilities)	set off	per balance sheet	balance sheet	Net amount
	$m	$m	$m	$m	$m
As at 31 December 2024
Financial assets
Trade and other receivables	363	(28)	335	–	335
Derivative financial assets	18	–	18	(10)	8
Financial liabilities
Trade and other payables 1	(378)	28	(350)	–	(350)
Derivative financial liabilities	(18)	–	(18)	10	(8)



		Gross financial	Net financial	Related amounts
	Gross financial	(liabilities)/assets	assets/(liabilities)	not set off in the
	assets/(liabilities)	set off	per balance sheet	balance sheet	Net amount
	$m	$m	$m	$m	$m
As at 31 December 2025
Financial assets
Trade and other receivables	454	(35)	419	–	419
Derivative financial assets	10	–	10	(6)	4
Financial liabilities
Trade and other payables 1	(485)	35	(450)	–	(450)
Derivative financial liabilities	(7)	–	(7)	6	(1)

Trade and other payables excludes taxes and social security of $43m (2024: $32m) as per Note 13 – Trade and other payables, as these are statutory rather than

contractual requirements and therefore are not classified as financial liabilities in the above table.

22. Leases

The Group principally leases real estate and vehicles. Leases are recognised as a right-of-use asset with a corresponding liability

recorded at the date at which the leased asset is available for use by the Group.

Accounting policy

The lease liability is measured at the present value of future lease payments discounted using the rate implicit in the lease.

If this rate is not readily determinable, the Group uses its incremental borrowing rate. Generally, the Group uses its incremental

borrowing rate as the discount rate.

Options such as lease extensions or terminations on lease contracts are considered on a case-by-case basis by regular

management assessment.

Each lease payment is allocated between amounts paid for principal and interest. The interest cost is charged to the Consolidated

Income Statement over the lease term to produce a constant periodic rate of interest on the remaining balance of the liability for

each period. The right-of-use asset is depreciated on a straight-line basis over the lease term.

Payments associated with short-term leases and low-value leases are recognised on a straight-line basis as an expense in the

Consolidated Income Statement. Short-term leases are leases with a lease term of 12 months or less and low-value leases

comprise of leases with an underlying asset value of less than $5,000. Expenses recognised for these short-term and low-value

leases for the year ended 31 December 2025 were $2m (2024: $2m).

Convatec Annual Report and Accounts 2025

172

22. Leases

continued

Notes to the consolidated financial statements

continued

Financial statements

The movements in right-of-use assets were as follows:



	Real estate
	and other	Vehicles	Total
	$m	$m	$m
As at 1 January 2024	58	16	74
Lease additions	10	12	22
Arising from acquisitions	–	1	1
Leases terminated	–	(1)	(1)
Depreciation of right-o f -use assets	(15)	(8)	(23)
Sublease of right-o f -use assets	(2)	–	(2)
Foreign exchange	(2)	(1)	(3)
As at 31 December 2024	49	19	68
Lease additions	52	11	63
Leases terminated	–	(1)	(1)
Depreciation of right-o f -use assets	(16)	(10)	(26)
Net cash inflow from lease incentives	(13)	–	(13)
Foreign exchange	3	2	5
As at 31 December 2025	75	21	96

Movements in lease liabilities were as follows:



	2025	2024
	$m	$m
Lease liabilities as at 1 January	79	86
Lease additions	63	22
Arising from acquisitions	–	1
Payment of lease liabilities	(27)	(25)
Leases terminated	(1)	(2)
Interest expense on lease liabilities (Note 23)	5	4
Interest paid on lease liabilities	(5)	(4)
Foreign exchange	6	(3)
Lease liabilities as at 31 December	120	79

The total cash outflow of lease liabilities including interest for the year ended 31 December 2025 was $32m (2024: $29m). Interest

paid during the year was $5m (2024: $4m).

Lease liabilities by category at 31 December were as follows:



	2025			2024
	Real estate			Real estate
	and other	Vehicles	Total	and other	Vehicles	Total
	$m	$m	$m	$m	$m	$m
Current	16	10	26	15	7	22
Non-current	82	12	94	45	12	57
Total	98	22	120	60	19	79

The maturity of lease liabilities at 31 December was as follows:



	2025			2024
	Real estate			Real estate
	and other	Vehicles	Total	and other	Vehicles	Total
	$m	$m	$m	$m	$m	$m
Within 1 year	16	10	26	15	7	22
1 to 2 years	15	7	22	11	6	17
2 to 3 years	14	4	18	8	4	12
3 to 4 years	12	1	13	8	2	10
4 to 5 years	9	–	9	7	–	7
More than 5 years	32	–	32	11	–	11
Total	98	22	120	60	19	79

The undiscounted contractual cash flows in relation to the maturity of leases liabilities have been disclosed in Note 19 – Borrowings.

Strategic report

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Additional information

Convatec Annual Report and Accounts 2025

173

23. Finance income and expense

Finance expenses arise from interest on the Group’s borrowings and lease liabilities. Finance income arises from interest earned

on investment of surplus cash.

Accounting policy

Finance expenses, including the transaction costs for borrowings and any discount or premium on issue, are recognised in the

Consolidated Income Statement using the effective interest rate method.

When existing debt is derecognised in the financial statements any transaction costs not amortised are recognised immediately

in the Consolidated Income Statement.

Upon derecognition of financial liabilities, any unamortised financing fees are recognised immediately in the Consolidated

Income Statement.

Interest related to qualifying assets under construction included within PP&E is capitalised (refer to Note 7 – Property, plant

and equipment).

Refer to Note 22 – Leases for accounting policy on interest expense on lease liabilities.

Interest arising from interest rate swaps is recorded as either interest income or expense over the term of the agreement.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies

for hedge accounting. The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive

income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when

the forecast transaction occurs. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in the

cash flow hedge reserve is reclassified immediately to profit or loss.

Finance costs, net for the year ended 31 December were as follows:



	2025	2024
	$m	$m
Finance income
Interest income on cash and cash equivalents	3	5
Total finance income	3	5
Finance expense
Interest expense on borrowings	(66)	(76)
Other financing-related fees 1	(9)	(9)
Interest expense on interest rate derivatives	(1)	–
Interest expense on lease liabilities	(5)	(4)
Capitalised interest 2	10	6
Total finance expense	(71)	(83)
Finance costs, net	(68)	(78)

Other financing-related fees include the amortisation of deferred financing fees associated with the multicurrency revolving credit facilities, term loan facilities and senior notes.

Capitalised interest was calculated using the Group’s weighted average interest rate over the year of 5.2% (2024: 6.0%) and will be treated as tax deductible.

24. Acquisitions

During the year to 31 December 2025, the Group finalised the working capital adjustment in respect of the acquisition of Livramedom.

The contingent consideration liabilities recognised by the Group are in respect of acquisitions and include amounts contingent on

future events such as development milestones and sales performance.

Accounting policy

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method of accounting. Consideration

transferred in respect of an acquisition is measured at the fair value of the assets acquired, equity instruments issued and

liabilities incurred or assumed on the date of the acquisition. Identified assets acquired and liabilities assumed are measured

at their respective acquisition-date fair values.

The excess of the fair value of the consideration given over the fair value of the identifiable net assets acquired is recorded

as goodwill. If the fair value of the identifiable net assets acquired is greater than the fair value of the consideration given,

the excess is recognised immediately in the Consolidated Income Statement as a bargain purchase gain. Acquisition-related

costs are expensed as incurred.

The operating results of the acquired business are reflected in the Group’s Consolidated Financial Statements from the date

of acquisition.

Convatec Annual Report and Accounts 2025

174

24. Acquisitions

continued

Accounting policy

continued

Notes to the consolidated financial statements

continued

Financial statements

Contingent consideration arising from a business combination is recognised at fair value on acquisition. Contingent

consideration classified as a liability is a financial instrument and within the scope of IFRS 9 – Financial Instruments and is

subsequently measured at fair value, with the changes in fair value recognised in the Consolidated Income Statement, in

accordance with IFRS 9. This is classified within Level 3 of the fair value hierarchy (Note 23 – Financial Instruments).

The classification of cash payments associated with contingent consideration within the Consolidated Statement of Cash Flows is

dependent on the nature of the arrangement. The settlement of the amount initially recognised upon acquisition is reflected in

cash flows from investing activities, with the element of the payment relating to any subsequent remeasurement included within

cash flows from operating activities.

Livramedom

In April 2025 (within the measurement period), the Group finalised the working capital and gross indebtedness adjustments relating

to the 2024 acquisition of Livramedom. The final adjustment was $1m, resulting in the total consideration increasing to $14m, with a

$1m increase to Goodwill. The $1m has been received from the sellers and has been shown within cash flows from investing

activities in the Condensed Consolidated Statement of Cash Flows.

Contingent consideration

As at 31 December 2025, the discounted fair value of the contingent consideration payable in respect of the Group’s acquisitions

was $59m. During the year, earn-out payments totalling $27m were made in respect past acquisitions ($25m recognised within

cash flows from investing activities and $2m recognised within cash flows from operating activities in the Consolidated Statement

of Cash Flows). The net charge to the income statement in respect of changes in the fair value of contingent consideration (based

on the best estimates of the amounts payable as at 31 December 2025) was $10m. In addition, there was a foreign exchange

movement of $6m from the re-translation of non-USD denominated balances.

The movement in contingent consideration to 31 December was as follows:



	2025	2024
	$m	$m
1 January	70	138
Fair value movement of contingent consideration	10	5
Payments made	(27)	(71)
Foreign exchange	6	(2)
31 December	59	70
Current	32	53
Non-current	27	17

The expected payment profile of the contingent consideration at 31 December was as follows:



	2025	2024
	$m	$m
Within 1 year	32	53
2 to 5 years	1	–
More than 5 years	26	17
Total	59	70

Fair value of contingent consideration at reporting date

Contingent consideration arising on business combinations is classified as a recurring fair value measurement within Level 3 of the

fair value hierarchy, in line with IFRS 13 Fair Value Measurements. Key unobservable inputs in respect of the Group’s acquisitions

include actual results, management forecasts and an appropriate discount rate.

Management has determined that the potential range of undiscounted outcomes at 31 December 2025 is between $36m and

$150m (2024: $59m and $164m), from a maximum undiscounted amount of $150m (2024: $164m). The change in the potential

range of undiscounted outcomes as at 31 December 2025 was due to milestone payments made in the year and changes in foreign

exchange rates.

The table below shows an indicative basis of the sensitivity to the income statement and balance sheet at 31 December 2025.



	Sales forecast				Discount rate
	5%	10%	-5%	-10%	1%	2%	-1%	-2%
Increase/(decrease) in financial liability and loss/(gain)
in income statement	1	2	(1)	(2)	(2)	(5)	3	6

Strategic report

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Additional information

Convatec Annual Report and Accounts 2025

175

25. Commitments and contingencies

Commitments represent the Group’s future capital expenditure which is not recognised as a liability in the Consolidated Financial

Statements but represents a non-cancellable commitment.

A contingent liability is a possible liability that is not sufficiently certain to qualify for recognition as a provision because the

amount cannot be measured reliably or because settlement is not considered probable.

Capital commitments

At 31 December 2025, the Group had non-cancellable commitments for the purchase of property, plant and equipment, capitalised

software and development of $131m (2024: $43m).

Contingent liabilities

The Company and its subsidiaries are party to various legal claims and disputes which arise in the normal course of business.

Provisions are recognised for outcomes that are deemed probable and can be reliably estimated. Management believe that any

material liability in respect of legal actions and claims not already provided for, is remote.

26. Related party transactions

The Directors have not identified any related parties to the Group, other than the key management personnel. The Group considers

key management personnel as defined in IAS 24,

Related Party Disclosures

to be the members of CELT as set out on pages 82 to 83

and the Non-Executive Directors as set out on pages 80 to 81.

Key management personnel compensation

Key management personnel compensation for the year ended 31 December was as follows:



	2025	2024
	$m	$m
Short-term employee benefits	18	19
Share-based payment expense	16	9
Post-employment benefits	1	1
Total	35	29

Further details of short-term employee benefits, share-based payment expense and post-employment benefits for the two Executive

Directors are shown on page 111. Details of the Non-Executive Directors' fees, included in the table above, are provided on page 114.

The Group has not been a party to any other material transaction, or proposed transactions, in which any member of the key

management personnel had or was to have a direct or indirect material interest.

27. Subsequent events

The Group has evaluated subsequent events through to 23 February 2026, the date the Consolidated Financial Statements were

approved by the Board of Directors.

On 23 February 2026, the Board proposed the final dividend in respect of 2025 subject to shareholder approval at the Annual

General Meeting on 21 May 2026, to be distributed on 28 May 2026. See Note 16 – Dividends to the Consolidated Financial

Statements for further details.

Company Statement of Financial Position

As at 31 December 2025

2025

2024

Notes

Assets

Non-current assets

Investment in subsidiaries

5,946

5,530

Deferred tax assets

5,948

5,532

Current assets

Other receivables

Total assets

5,994

5,563

Equity and liabilities

Current liabilities

Trade and other payables

Total liabilities

Net assets

5,965

5,504

Equity

Share capital

251

Share premium

181

Own shares

(303)

(16)

Retained surplus

3,425

3,089

Merger reserve

1,766

Cumulative translation reserve

534

112

Other reserves

111

121

Total equity

5,965

5,504

Total equity and liabilities

5,994

5,563

The Company reported a net profit for the year ended 31 December 2025 of $476m (2024: $1,679m).

The Financial Statements of Convatec Group Plc (registered number 10361298) were approved by the Board of Directors and

authorised for issue on 23 February 2026. They were signed on its behalf by:

onn

Mason

Fiona R

der

Chief Executive Officer

Chief Financial Officer

176

Convatec Annual Report and Accounts 2025

Financial statements

Company financial statements

Company Statement of Changes in Equity

For the year ended 31 December 2025

Share capital

premium

Own shares

Retained

surplus

Merger

reserve

Cumulative

translation

reserve

Other

reserves

Total equity

At 1 January 2024

251

181

–

1,540

1,766

206

108

4,052

Net profit

–

1,679

–

1,679

Foreign currency translation

adjustment

–

(94)

–

(94)

Total comprehensive

income

–

1,679

–

(94)

–

1,585

Dividends paid

–

(130)

–

(130)

Share-based payments

–

Share awards vested

–

(6)

Excess deferred tax benefit

from share-based payments

–

(1)

Purchase of shares by

Employee Benefit Trust

–

(23)

–

(23)

At 31 December 2024

251

181

(16)

3,089

1,766

112

121

5,504

Net profit

–

476

–

476

Foreign currency translation

adjustment

–

422

–

422

Total comprehensive

income

–

476

–

422

–

898

Dividends paid

–

(140)

–

(140)

Share-based payments

–

Share awards vested

–

(38)

Purchase of shares by

Employee Benefit Trust

–

(25)

–

(25)

Purchase of treasury shares

–

(301)

–

(301)

At 31 December 2025

251

181

(303)

3,425

1,766

534

111

5,965

For further information on share-based payments, refer to Note 17 – Share-based payments, and for dividends refer to Note 16 –

Dividends to the Consolidated Financial Statements.

177

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

1. Basis of preparation

This section describes the Company’s material accounting policies in respect of the Company Financial Statements and explains

the management has not identified any critical accounting judgements and estimates having a potentially material impact to the

Company. Specific accounting policies relating to the Notes to the Company Financial Statements are described within that note.

1.1 General information

The separate Financial Statements of the Company are presented as required by the Companies Act 2006. The Company meets the

definition of a qualifying entity under Financial Reporting Standard 100 (FRS 100) issued by the Financial Reporting Council (FRC).

Accordingly, the Financial Statements have been prepared in accordance with Financial Reporting Standard 101 (FRS 101) Reduced

Disclosure Framework as issued by the FRC.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in respect

of share-based payments, financial instruments, capital management, comparative information, presentation of a cash flow

statement, new but not yet effective IFRSs and certain related party transactions.

As permitted by s408 of the Companies Act 2006 the Company has elected not to present its own Income Statement for the current

or prior year. The profit attributable to the Company is disclosed in the footnote to the Company’s Statement of Financial Position.

Where required, equivalent disclosures are given in the Consolidated Financial Statements.

The auditor’s remuneration for audit and other services is disclosed in Note 3.3 – Auditor’s remuneration to the Consolidated

Financial Statements.

All values have been rounded to the nearest million (previously $0.1m) except where otherwise indicated. Comparatives have been

adjusted accordingly.

1.2 Material accounting policies

Basis of accounting

The Financial Statements have been prepared on the historical cost basis. The material accounting policies adopted are the same as

those set out in the Consolidated Financial Statements except as noted below.

Foreign currencies

The functional currency of the Company is Sterling, being the currency of the primary economic environment in which it operates.

The Company has adopted US dollars as the presentation currency for its Financial Statements, in line with the presentation

currency for the Consolidated Financial Statements. For the purpose of presenting individual Company Financial Statements,

assets and liabilities of the Company are translated into US dollars at exchange rates prevailing on the balance sheet date. Equity

is translated into US dollars at the historic rate. Income and expense items are translated at the average exchange rates for the

period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions

are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate

component of equity, the cumulative translation reserve, in accordance with IAS 21,

The Effects of Changes in Foreign Exchange Rates

Share-based payments

The Company has implemented the generally accepted accounting principle for accounting for share-based payments with

subsidiary undertakings under FRS 101, whereby the Company has granted rights to issue its shares to employees of its subsidiary

undertakings under an equity-settled arrangement and the subsidiaries have not reimbursed the Company for these rights. Under

this arrangement, the Company treats the share-based payment recognised in the subsidiary's financial statements as an increase

in the cost of investment in the subsidiary and credits equity with an equal amount.

Investments

Investments in Group undertakings are stated at cost less any provision for impairment. The Company assesses investments for

impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable.

If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount

of the investment is less than the carrying amount of the investment, the investment is considered to be impaired and is written

down to its recoverable amount.

Any impairment charge is initially taken to retained earnings and subsequently offset against any merger reserve by way of a

reserves transfer.

At the end of each reporting period, the Company assesses whether there is any indication that previously recognised impairment

losses may no longer exist or may have decreased. If such an indication exists, the Company should estimate the recoverable

amount to determine if all or part of the previously recognised impairment loss should be reversed.

1.3 Critical accounting judgements and key sources of estimation uncertainty

The preparation of the Company Financial Statements in accordance with FRS 101 requires management to make judgements,

estimates and assumptions that affect the application of accounting policies and the reported value of assets and liabilities, income

and expense. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an

ongoing basis.

There were no critical accounting judgements that would have a significant effect on the amounts recognised in the Company

Financial Statements or key sources of estimation uncertainty at the balance sheet date that would have a significant risk of causing

a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

178

Convatec Annual Report and Accounts 2025

Financial statements

Notes to the company financial statements

2. Staff costs

The Executive Directors of Convatec Group Plc are the only employees of the Company. The remuneration of the Executive

Directors is set out on pages 104 to 121 within the Remuneration Committee report.

Their aggregate remuneration comprised:

2025

2024

Wages and salaries

3.5

4.2

Share-based payment expense

7.0

5.2

Social security costs

1.4

1.1

Pension-related costs

0.2

0.1

Total

12.1

10.6

Average monthly number of employees (including Executive Directors) was 2 (2024: 2).

3. Investments in subsidiaries

Investments in subsidiaries represent the cost of the Company’s investment in its subsidiary undertakings, net of any impairment

charges. Refer to pages 182 to 184 for details of all the Company’s direct and indirect holdings.

Convatec Group Plc operates Group-wide share plan arrangements, under which it grants equity instruments to the employees

of its subsidiaries. These awards are primarily accounted for as equity-settled share-based payments. For certain jurisdictions,

the share-based payment awards are cash-settled.

The fair value of awards granted to the employees of the subsidiaries, is recognised as an increase in the investment in those

subsidiaries, with a corresponding entry to equity. Where recharge arrangements exist, the amounts received is recognised as

a reduction in the carrying amount of the investment in the subsidiary.

The subsidiaries recognise a share-based payment expense in their income statements, with a corresponding entry to equity,

reflecting the capital contribution received from the Company.

Cost

Impairment

Net book

value

At 1 January 2024

5,633

(1,613)

4,020

Capital contributions in respect of share-based payments to employees of subsidiaries

–

Reduction due to reimbursement upon exercised awards

(23)

–

(23)

Reversal of impairment loss

–

1,614

Foreign exchange

(95)

(1)

(96)

At 31 December 2024

5,530

–

5,530

Capital contributions in respect of share-based payments to employees of subsidiaries

–

Reduction due to reimbursement upon exercised awards

(28)

–

(28)

Foreign exchange

423

–

423

At 31 December 2025

5,946

–

5,946

The Company performed an impairment assessment on the investments in subsidiaries as at 31 December 2025, with no impairment

identified. The share price of Convatec Group Plc at 31 December 2025 was £2.43 (2024: £2.21), resulting in a market valuation of

£4,985m/$6,717m (2024: £4,534m/$5,675m).

The following UK subsidiaries are exempt from the requirement to file audited accounts by virtue of Section 479A of the Companies

Act 2006:

Company

registration

number

Amcare Limited

03191025

Convatec Finance Holdings Limited

12141776

Convatec Group Holdings Limited

12698069

Convatec Holdings UK Limited

06622360

Convatec International U.K. Limited

06622355

Convatec Limited

01309639

Convatec NAP Limited

14769594

Project Dragon SPV Limited

15457808

Starlight Science Limited

14419310

Unomedical Limited

00976940

179

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

4. Deferred tax assets

Deferred tax assets mainly arise in relation to timing differences on the exercise of share-based awards.

At 1 January 2024

Movement in amounts recognised directly in equity

(1)

At 31 December 2024

At 31 December 2025

The deferred tax asset consists of deferred tax on the following items:

2025

2024

Share-based payments

At 31 December

Deferred tax assets are only recognised where it is probable that future profit will be available to utilise the tax losses.

5. Other receivables

Other receivables consist of amounts due from Group undertakings, other receivables and prepaid insurance.

2025

2024

Amounts falling due within one year:

Amounts owed by Group undertakings

Other receivables

–

Prepayments

–

All amounts owed by Group undertakings are unsecured and are expected to be realised within 12 months of the reporting date.

6. Trade and other payables

Trade payables consist of amounts payable to third parties related predominantly to the Company’s corporate responsibilities.

Other payables represent amounts owed to Group undertakings, accruals and other taxation and social security.

2025

2024

Amounts falling due within one year:

Trade payables

–

Amounts owed to Group undertakings

Other taxation and social security

Accruals

Included in the amounts owed to Group undertakings were intercompany loans of $19m (2024: $54m) with a variable interest rate

set at a margin 200 bps above SONIA. All amounts owed to Group undertakings are unsecured and are repayable on demand.

180

Convatec Annual Report and Accounts 2025

Financial statements

Notes to the company financial statements

continued

7. Reserves

All reserve balances included in this note are components of Equity and are non-distributable.

Share capital, share premium and own shares

Details of the Company's share capital, share premium and own shares are detailed in Note 15 – Share capital and reserves to the

Consolidated Financial Statements.

Merger reserve

The merger reserve represents the fair value in excess of the par value of shares issued as part of a share exchange upon

incorporation of the Company.

Currency translation reserve

The currency translation reserve comprises the exchange differences arising on the translation of the assets and liabilities of

the Company into US dollars at the prevailing balance sheet rate and income and expense items being translated at the average

exchange rates for the period.

Capital redemption reserve

The capital redemption reserve represents the nominal value of shares redeemed out of distributable profits on cancellation.

Other reserves

Other reserves are in respect of movements on equity-settled share-based payments.

8. Distributable reserves

As the Company is a holding company with no direct operations, the capacity of the Company to make dividend payments is

primarily derived from dividends received from subsidiary companies.

At 31 December 2025, the retained surplus of the Company was $3,425m (2024: $3,089m) of which $1,811m (2024: $1,475m) was

realised and distributable. In 2024, a previous impairment of $1,614m was reversed and this is treated as non-distributable. Details

of the considerations and rationale for the distribution of dividends are given in the Directors’ report on page 122.

9. Financial guarantees

The Company has guaranteed certain external borrowings of subsidiaries which at 31 December 2025 amounted to $1,411m

(2024: $1,134m). The likelihood of these guarantees being called upon is considered to be remote and therefore the estimated

fair value of these guarantees is considered to be nil at 31 December 2025 (2024: nil).

10. Subsequent events

On 23 February 2026, the Board proposed the final dividend in respect of 2025 subject to shareholder approval at the Annual

General Meeting on 21 May 2026, to be distributed on 28 May 2026. See Note 16 – Dividends to the Consolidated Financial

Statements for further details.

181

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

182

Convatec Annual Report and Accounts 2025

Financial statements

Subsidiary and related undertakings

Details of the Company’s subsidiaries and associated undertakings at 31 December 2025 are as follows:

Name

Place of business and

registered office

Portion of ownership

interest %

Portion of voting power

held %

Convatec Argentina SRL

Argentina

100%

Convatec (Australia) PTY Limited

Australia

100%

Convatec (Austria) GmbH

Austria

100%

Convatec Belgium BVBA

Belgium

100%

Convatec Brasil Ltda.

Brazil

100%

Convatec Medical Care Assistência a Paciente Ltda

Brazil

100%

Convatec Canada Limited

Canada

100%

Convatec Chile S.A.

Chile

100%

Convatec Medical Care S.P.A

Chile

100%

Convatec China Ltd

China

100%

Convatec China Ltd (Beijing Branch)

China

100%

Convatec China Ltd (Guang Zhou Branch)

China

100%

Boston Medical Care S.A.S IPS

Colombia

100%

Convatec Colombia Ltda.

Colombia

100%

Convatec Ceska Republika s.r.o.

Czech Republic

100%

Convatec Denmark A/S

Denmark

100%

Convatec Denmark Holdings ApS

Denmark

100%

Papyro-Tex A/S

Denmark

100%

Unomedical A/S

Denmark

100%

Boston Medical Device Dominicana S.R.L.

Dominican Republic

100%

Convatec Ecuador S.A.

Ecuador

100%

Convatec Middle East & Africa LLC

Egypt

100%

Convatec OY

Finland

100%

Convatec France Holdings SAS

France

100%

Laboratoires Convatec SAS

France

100%

Livramedom SAS

France

100%

Convatec (Germany) GmbH

Germany

100%

EuroTec GmbH

Germany

100%

Convatec Hellas Medical Products S.A.

Greece

100%

Convatec Hong Kong Limited

Hong Kong

100%

Convatec India Private Limited

India

100%

Convatec Healthcare Ireland Limited

Ireland

100%

Convatec Italia S.r.l.

Italy

100%

Convatec Japan KK

Japan

100%

Cidron Healthcare Limited*

Jersey

100%

Convatec Korea Ltd

South Korea

100%

Convatec Healthcare D S.à.r.l.

Luxembourg

100%

Convatec Malaysia Sdn Bhd

Malaysia

100%

Boston Medical Device de México, S. de R.L. de C.V.

Mexico

100%

Convatec Medical Care Mexico S. de R.L. de C.V.

Mexico

100%

Unomedical Devices S.A. de C.V.

Mexico

100%

Unomedical S.A de C.V.

Mexico

100%

Convatec Nederland B.V.

Netherlands

100%

EuroTec Beheer B.V.

Netherlands

100%

EuroTec B.V.

Netherlands

100%

Convatec (New Zealand) Limited

New Zealand

100%

Convatec Norway AS

Norway

100%

Convatec Peru S.A.C.

Peru

100%

Convatec Polska Sp. Z.o.o

Poland

100%

CVT Business Services, Unipessoal Lda.

Portugal

100%

KVTech Portugal Produtos Medicos Unipessoal Ltda

Portugal

100%

183

Convatec Annual Report and Accounts 2025

Additional information

Governance

Strategic report

Financial statements

ZAO Convatec**

Russia

100%

Convatec (Singapore) PTE Limited

Singapore

100%

Unomedical s.r.o.

Slovakia

100%

ConvaCare Medical South Africa (PTY) Ltd

South Africa

100%

Convatec South Africa (PTY) Limited

South Africa

100%

Convatec Spain Holdings, S.L.

Spain

100%

Convatec Spain S.L.

Spain

100%

Convatec (Sweden) AB

Sweden

100%

Convatec International Services GmbH

Switzerland

100%

Convatec (Switzerland) GmbH

Switzerland

100%

Convatec (Singapore) PTE Limited (Taiwan Branch)

Taiwan

100%

Convatec (Thailand) Co. Ltd

Thailand

100%

Convatec Sağlik Ürünleri Limited Şirketi

Türkiye

100%

Convatec Middle East FZ-LLC

United Arab Emirates

100%

Akers & Dickinson Limited

United Kingdom

100%

Allied Medical (UK) Services Limited

United Kingdom

100%

Alpha-Med (Medical & Surgical) Limited

United Kingdom

100%

Amcare Limited

United Kingdom

100%

Arthur Wood Limited

United Kingdom

100%

B.C.A. Direct Limited

United Kingdom

100%

Bradgate-Unitech Limited

United Kingdom

100%

Convatec Limited

United Kingdom

100%

Convatec Accessories Limited

United Kingdom

100%

Convatec Finance Holdings Limited

United Kingdom

100%

Convatec Group Holdings Limited*

United Kingdom

100%

Convatec Holdings U.K. Limited

United Kingdom

100%

Convatec International U.K. Limited

United Kingdom

100%

Convatec Management Holdings Limited*

United Kingdom

100%

Convatec NAP Limited

United Kingdom

100%

Convatec Speciality Fibres Limited

United Kingdom

100%

Farnhurst Medical Limited

United Kingdom

100%

Lance Blades Limited

United Kingdom

100%

M.S.B. Limited

United Kingdom

100%

Needle Industries (Sheffield) Limited

United Kingdom

100%

Nottingham Medical Equipment Limited

United Kingdom

100%

Novacare UK Limited

United Kingdom

100%

Pharma-Plast Limited

United Kingdom

100%

Project Dragon SPV Limited

United Kingdom

100%

Resus Positive Limited

United Kingdom

100%

Rotax Razor Company Limited

United Kingdom

100%

Shrimpton & Fletcher Limited

United Kingdom

100%

Starlight Science Limited

United Kingdom

100%

Steriseal Limited

United Kingdom

100%

SureCalm Healthcare Holdings Limited

United Kingdom

100%

SureCalm Healthcare Ltd

United Kingdom

100%

SureCalm Pharmacy Limited

United Kingdom

100%

Unomedical Developments Limited

United Kingdom

100%

Unomedical Holdings Limited

United Kingdom

100%

Unomedical Limited

United Kingdom

100%

Unoplast (U.K.) Limited

United Kingdom

100%

180 Medical Acquisition Inc.

United States

100%

180 Medical Holdings Inc.

United States

100%

180 Medical Distribution Inc.

United States

100%

180 Medical Inc.

United States

100%

184

Convatec Annual Report and Accounts 2025

Financial statements

A Better Choice Medical Supply, L.L.C

United States

100%

AbViser Medical, LLC

United States

100%

All American Medical Supply Corp.

United States

100%

Boston Med Device International, LLC

United States

100%

Boston Medical Device, Inc.

United States

100%

Cidron Healthcare GP, Inc.

United States

100%

Convatec Dominican Republic Inc.

United States

100%

Convatec Inc.

United States

100%

Convatec NAP Holdings, Inc.

United States

100%

Convatec Technologies Inc.

United States

100%

Convatec Triad Life Sciences, LLC

United States

100%

Cure Medical LLC

United States

100%

J&R Medical, LLC

United States

100%

Personally Delivered, Inc.

United States

100%

PRN Medical Services, LLC

United States

100%

PRNMS Investments LLC

United States

100%

South Shore Medical Supply, Inc.

United States

100%

Symbius Medical Inc.

United States

100%

Unomedical America, Inc.

United States

100%

Unomedical, Inc.

United States

100%

Wilmington Medical Supply, Inc.

United States

100%

Woodbury Holdings, Inc.

United States

100%

WPI Acquisition Corporation

United States

100%

WPI Holdings Corporation

United States

100%

Boston Medical Device de Venezuela, C.A.

Venezuela

100%

53. 9th Floor, M. Thai Tower, All Seasons Place, 87

Wireless Road, Lumphini, Phatum Wan, Bangkok,

10330, Thailand

54. Ayazağa Mah.Mimar Sinan SK. A Blok No:21A İC

Kapi No:9 Sariyer, Istanbul, Türkiye

55. 604N, 6th Floor, Dubai Science Park (DSP) Towers

North, Dubai Science Park, Dubai, United Arab

Emirates

56. GDC First Avenue, Deeside Industrial Park,

Deeside, Flintshire CH5 2NU, UK

57. 20 Eastbourne Terrace, Paddington, London W2

6LG, UK

58. 8516 Northwest Expressway, Oklahoma City, OK

73162-601, US

59. 251 Little Falls Drive, Wilmington, DE 19808, US

60. 3100 Dixie Hwy, Waterford Twp, MI 48328, US

61. 79 W 4500 S, Suite 18, Salt Lake City UT

84107-2647, US

62. 5493 Merrick Road, Massapequa, NY 11758, US

63. 200 Connell Drive, Suite 1000, Berkeley Heights,

NJ 07922, US

64. C/o CSC, 112 North Curry Street, Carson City, NV

89703, US

65. 3471 Via Lido, Suite 211, Newport Beach, CA

92663, US

66. 4625 Southwest Freeway, Suite 800, Houston, TX

77027-7105, US

67. 725 Primera Blvd, Suite 230, Lake Mary, FL

32746-2127, US

68. 16610 N. Black Canyon Highway, Suite 109,

Phoenix, AZ 85053-7551, US

69. 58 Norfolk Avenue, Unit 2, South Easton, MA

02375-1907, US

70. 5815 Oleander Drive, Unit 310, Wilmington, NC

28403-4853, US

71. Av. Sorocaima, Av. Libertador con Venezuela, Edif.

Atrium, Piso 3, Oficina 3G, Urb. El Rosal, Caracas

(Chacao), Miranda State, Postal Zone 1060,

Venezuela

Directly held investment by Convatec Group Plc

Convatec discontinued all activity in Russia in

2022, has no remaining employees in the country

and the liquidation of its dormant entity remains

on track to be completed in 2026. This is reported

for administrative purposes only.

Calle Cerrito No.1070 Tercer Piso, Oficina 71,

Buenos Aires, Argentina

C/o Intertrust Australia Pty Ltd, Suite 2, Level 25,

100 Miller Street, North Sydney, NSW 2060,

Australia

Schubertring 6, 1010 Wien, Austria

Parc d’Alliance, Boulevard de France 9, B-1420

Braine l’Alleud, Belgium

Floor 2, Room 21/22, Av Pres. Juscelino Kubitschek

50, New Conception Village, São Paulo, Brazil

Av. Nove de Julho, 4024, Jardim Paulista, São

Paulo, SP 01406-100, Brazil

600-1741 Lower Water Street, Halifax, Nova Scotia

B3J 0J2, Canada

Av. Andres Bello #2325, Oficina 8, Santiago, Chile

Units 04A,05 & 06, 23rd Floor (Actual Floor 20), No.

18, Lane 666, Haiyang West Road, China

(Shanghai) Pilot Free Trade Zone, Shanghai

200126, China

10. Room 09-12, 15 & 16 Inner 2701, 23F, Building 1,

Yard 38, East Third Ring North Road, Chaoyang

District, Beijing 10020, China

11. Unit 808, Level 8, Fortune plaza, No.116 Ti Yu

Dong Road, Tianhe District, Guangzhou City,

Guangdong, 510620, China

12. Calle 82 # 18-31, Bogotá, Colombia

13. Av. Carrera 45 #108-27 Centro Empresarial

Paralelo 108, Bogotá, DC Codigo Postal 111111,

Colombia

14. Olivova 2096/4, Prague 1, 11000, Czech Republic

15. Transformervej 14, 2860 Søborg, Denmark

16. Åholmvej 1-3, 4320 Lejre, Denmark

17. ConvaTec Harlev Skinderskovvej 32-36, 2730,

Herlev, Denmark

18. Arzobispo Portes No. 659, Ciudad Nueva, Santo

Domingo, Dominican Republic

19. Francisco Robles E4-136 y Av. Amazonas, Edificio

Proinco Calisto, Piso 12, Quito, EC170526, Ecuador

20. Office No. M017, Raya Building, 70 Street, New

Cairo Banks, Cairo, Egypt

21. Karhumäentie 3, 01530 Vantaa, Finland

22. 89, Boulevard National, F-92250 La Garenne-

Colombes, France

23. 111 Avenue de la Roque Forcade, 13420 Gemenos,

France

24. Mühldorfstrasse 8, 81671 Munich, Germany

25. Solingerstrasse 93 40764 Langenfeld, Germany

26. 392A Mesogeion Avenue, Ag. Paraskevi, Athens,

15341, Greece

27. Unit 1901 Yue Xiu Bldg 160–174, Lockhart Road,

Wan Chai, Hong Kong

28. Unit No 206, 2nd Floor Tower B, Digital Greens,

Sector 61, Golf Course Road, Gurgaon 122102,

Haryana, India

29. 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland

30. Via della Sierra Nevada, 60-00144 Rome, Italy

31. 1-1-7 Koraku, Bunkyo-ku, Tokyo 112-0004, Japan

32. 44 Esplanade, St. Helier, Jersey, JE4 9WG, Channel

Islands

33. 4F, American Standard B/D, Yeongdongdaero

112gil 66, Gangnam-Gu, Seoul, 06083, South

Korea

34. 7 rue de Bitbourg, L-1273, Luxembourg

35. 18-12 Menara Q Sentral, 2A Jalan Stesen Sentral 2,

Kuala Lumpur Wilayah Persekutuan 50470

Malaysia

36. Avenida Insurgentes Sur 619, 3° Piso, Nápoles,

Ciudad de Mexico 03810, Mexico

37. Av. Fomento Industrial L9 M3, Parque Industrial

del Norte, Reynosa Tamps, C.P. 88736, Mexico

38. Avenida Industrial Falcón, L7, Parque Industrial

del Norte, Reynosa Tamps, C.P. 88736, Mexico

39. Papendorpseweg 95, 3528 BJ, Utrecht,

Netherlands

40. C/o Intertrust New Zealand, Level 1, 33 Federal

Street, Auckland, 1010, New Zealand

41. Wergelandsveien 7, 0167 Oslo, Norway

42. Avenida Javier Prado Este 488-492, Piso 9, San

Isidro, Lima, Peru

43. Rondo Daszyńskiego 1, 00-843, Warsaw, Poland

44. Av. Duque de Loulé, 106, 2nd Floor, 1050-093,

Lisboa Portugal

45. 3rd Floor, Building 1, 36 Berzarina Street,

Shchukino Municipal District, 123060, Moscow,

Russia

46. 80 Pasir Panjang Road, #26-81A Mapletree

Business City, Singapore 117372, Singapore

47. Priemyselný Park 3, 071 01 Michalovce, Slovakia

48. Workshop 17, 16 Baker Street, Rosebank,

Johannesburg, Gauteng 2196, South Africa

49. C/Constitucion, Num 1, Planta 4, Puerta 4, 08960

Sant Just Desvern, Barcelona, Spain

50. Box 3096, 169 03 Solna, Stockholm, Sweden

51. Herrenacker 15, 8200 Schaffhausen, Switzerland

52. 5F.-4, No. 57, Fuxing N. Rd, Songshan Dist., Taipei

City, 10595, Taiwan

Subsidiary and related undertakings

continued

185

Convatec Annual Report and Accounts 2025

Financial statements

Governance

Strategic report

Additional information

Shareholder information

Share fraud

We would like to warn all of our

shareholders to be very wary of any

unsolicited telephone calls or letters

which offer investment advice, offer to

buy your shares at a discounted price, or

sell them at an inflated price or offers

free company reports. This type of call

should be treated as an investment

scam. Further information about

investment scams and how they should

be reported is available at www.

convatecgroup.com/investors/

shareholder-centre/faqs-and-other-

information/.

Company Secretary

and registered office

James Kerton

Convatec Group Plc

7th Floor

20 Eastbourne Terrace

Paddington

London

W2 6LG

United Kingdom

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS13 8AE

United Kingdom

Telephone: +44 (0) 370 703 6219

Contact:

www.investorcentre.co.uk/contactus

Auditor

Deloitte LLP

Brokers

Morgan Stanley & Co. International plc

UBS AG

Solicitors

Freshfields LLP

Our corporate website:

www.convatecgroup.com

Information about our Stock Exchange

announcements, key dates in our

financial calendar, our share price

information and background

information is available on our corporate

website at www.convatecgroup.com/

investors.

We will release our interim results for

the six months ended 30 June 2026

on 4 August 2026.

Shareholders may also receive

information by email by signing up to

the news alert service available at www.

convatecgroup.com/investors/sign-up-

for-more-information.

Share price information

Our closing share price as at

31 December 2025 was 243.20 pence

per ordinary share.

Managing your shareholding

You can manage your shareholding

online by registering to use Investor

Centre, a free and secure website.

Investor Centre is available 24 hours

a day, 365 days a year. To find out

more about Investor Centre visit

www.investorcentre.co.uk. Registration

is a straightforward process and all you

will need is your shareholder reference

number (SRN) and registered address

details.

Shareholders who prefer not to manage

their shareholding online can contact

our Registrars, Computershare Investor

Services PLC, who manage our share

number is +44 (0) 370 703 6219 and

further information about Computershare

Investor Services PLC is set out below.

Internet share dealing

Please note that, if you wish to purchase

shares in the Company, you may do so

through a bank or stockbroker.

Alternatively, please go to www.

computershare.com/dealing/uk for a

range of dealing services made available

by Computershare; this service is only

available to shareholders in the UK.

This service provides shareholders with

a convenient way to buy or sell the

Company’s ordinary shares on the

London Stock Exchange. The

commission is 1.4%, subject to a

minimum charge of £40. In addition,

stamp duty, currently 0.5%, is payable

on purchases. Real-time dealing is

available during market hours. In

addition, there is a convenient facility

to place your order outside of

market hours.

Up to 90-day limit orders are available

for sales. Before you can trade you will

need to register for the service. To

access go to www.computershare.com/

dealing/uk.

Shareholders should have their SRN

available. The SRN appears on share

certificates as it will be required as part

of the registration process. A bank debit

card will be required for purchases.

Postal share dealing

Please note this service is, at present,

only available to shareholders resident

in the UK. The commission is 1.4% plus a

charge of £40. In addition, stamp duty,

currently 0.5%, is payable on purchases.

The service is available from 8.00am to

4.30pm Monday to Friday, excluding

bank holidays, on telephone number

+44 (0) 370 703 0084. Before you trade

you will need to register for this service.

This can be done by going online at

www.computershare.com/dealing/uk.

Shareholders should have their SRN

ready when making the call. The SRN

appears on share certificates. A bank

debit card will be required for purchases.

Detailed terms and conditions are

available on request by telephoning

+44 (0) 370 703 0084.

Please note that due to the regulations

in the UK, Computershare are required

to check that you have read and

accepted their Terms and Conditions

before being able to trade, which could

delay your first telephone trade. If you

wish to trade quickly, we suggest visiting

their website and registering online first.

186

Convatec Annual Report and Accounts 2025

Additional information

Glossary

Disclosure

guidance and

transparency

rules (DTRs)

FCA disclosure guidance

and transparency rules with

which the Group must

comply.

EBITDA

Earnings before interest,

tax, depreciation and

amortisation.

EcoVadis

Third-party platform used

for supplier risk assessment

and ESG engagement.

Effective

tax rate (ETR)

The tax charge in the

income statement as a

percentage of profit before

tax.

EPS

Earnings per share.

Equity cash

conversion

Free cash flow to equity

divided by adjusted net

profit.

EHS

Environment, Health and

Safety.

eNPS

Employee Net Promoter

Score.

ESG

Environmental, Social and

Governance.

ESMA

European Securities and

Markets Authority.

European Union.

EURIBOR

Euro Interbank Offered

Rate.

FBU

Fair, Balanced and

Understandable. Statement

made by the Board that

considers the Annual Report

and Accounts, taken as a

whole, are fair, balanced

and understandable. The

Board is supported by the

Audit and Risk Committee.

FCA

Financial Conduct Authority.

FDA

US Food and Drug

Administration.

FISBE

Convatec’s corporate

strategy: Focus, Innovate,

Simplify, Build, Execute.

FRC

Financial Reporting Council.

Functions

Convatec Functions: Global

Quality Operations (GQO)

and Technology &

Innovation (T&I) and other

business support functions.

Foreign Exchange.

G&A

General & Administrative.

GDP

Gross Domestic Product.

GDPR

General Data Protection

Regulation.

GEM

Global emerging markets.

GHG emissions

Greenhouse gas emissions.

Group

The Company and its

subsidiaries.

AAALAC

Assessment and

Accreditation of Laboratory

Animal Care.

Alternative

performance

measures (APMs)

Certain financial measures

in this Annual Report and

Accounts are not prepared

in accordance with IFRS and

used as a meaningful

supplement to reported

measures. Also referred to

as adjusting items.

Advanced Wound

Care (AWC)

Advanced dressings for the

management of acute and

chronic wounds resulting

from ongoing conditions,

such as diabetes, and acute

conditions resulting from

traumatic injury and burns.

AGM

Annual General Meeting of

the Company.

Artificial intelligence.

ARA

Annual Report and

Accounts.

ARC

Audit and Risk Committee.

Articles

The Articles of Association

of the Company for the time

being in force.

ATT

Advanced Tissue

Technologies.

B2B customers

Business-to-business

customers.

Basic earnings

per share

Net profit available for

Convatec shareholders

divided by the weighted

average number of ordinary

shares in issue during the

year.

Basis points (bps)

A unit of measurement that

represents one-hundredth

of one percent, or 0.01%.

BMS

Bristol Myers Squibb.

Board

The Board of Directors of

Convatec Group Plc.

Book tax rate

The tax charge in the

income statement as a

percentage of profit before

tax.

BSI

British Standards

Institution.

Care categories

The Group has four product

groups, being Advanced

Wound Care, Ostomy Care,

Continence Care and

Infusion Care.

Capital

expenditure

(capex)

Purchases of property, plant

and equipment and

intangible assets.

Cash‑generating

units (CGUs)

The smallest identifiable

groups of assets that

generate cash inflows that

are largely independent of

the cash inflows from other

assets or groups of assets.

CBS

Convatec Business Services

(located in Lisbon, Bogotá

and Kuala Lumpur).

CELT

Convatec Executive

Leadership Team.

CHW

Community Health Worker.

CMS

Centers for Medicare &

Medicaid Services.

cNPS

Customer Net Promoter

Score.

Code

UK Corporate Governance

Code 2024 in effect from 1

January 2025, issued by the

FRC.

Code of conduct

Our code of conduct which

covers business conduct

and compliance issues,

including bribery and

corruption.

CODM

Chief Operating Decision

Maker.

CoE

Centre of Excellence.

Companies Act

Companies Act 2006, as

amended, of England and

Wales.

Company or

parent company

Convatec Group Plc.

Compound

annual growth

rate (CAGR)

CAGR shows the rate of

growth over a certain

period of time, expressed in

annual percentage terms.

Constant

currency growth

Constant currency growth

is calculated by applying the

applicable prior period

average exchange rates to

the Group’s actual

performance in the

respective period.

Continence

Care (CC)

Products and services for

people with urinary

continence issues related to

spinal cord injuries,

neurological disease,

prostate enlargement and

other causes.

CPM

Complaints per million.

CSRD

The EU Corporate

Sustainability Reporting

Directive.

Derivatives

Financial instruments used

to reduce risk, the price of

which is derived from an

underlying asset, index or

rate.

Diluted earnings

per share

The calculation of diluted

earnings per share, includes

the dilutive impact of share

awards where the average

market price of the Group’s

ordinary shares exceeds the

exercise price.

Director

A member of the Board of

Directors of Convatec

Group Plc.

187

Convatec Annual Report and Accounts 2025

Financial statements

Governance

Strategic report

Additional information

ROIC

Return on invested capital.

SBTi

Science Based Target

initiative.

SBTs

Science Based Targets.

Sedex

Third-party platform used

for supplier risk assessment

and ESG engagement.

SID

Senior Independent

Director.

SOFR

Secured Overnight

Financing Rate.

SONIA

Sterling Overnight Index

Rate.

Speak Up

Independent and

confidential compliance

helpline for colleagues and

third parties.

Sterling, £, pence

or p

The currency of the United

Kingdom.

Subsidiary

A company over which the

Group exercises control.

T&I

Technology & Innovation.

TCFD

Task Force on

Climate-related Financial

Disclosures.

TSR

Total shareholder return.

UKLA

The UK’s Listing Authority.

UNGC

United Nations Global

Compact.

US dollar,

$, cent or ¢

The currency of the United

States of America.

YoY

Year-on-year.

Viability Period

The three-year period from

January 2026 to December

2028 (based on the Annual

Report).

WACC

Weighted average cost of

capital.

Growth capex

Capital expenditure to

develop new products and

create or increase capacity.

GPO

Group purchasing

organisations.

GQO

Global Quality & Operations.

H&S

Health and safety.

HCP

Healthcare professional.

Home Services

Group (HSG)

Convatec’s home services

businesses, including 180

Medical, Amcare and

Livramedom.

IASB

International Accounting

Standards Board – the

independent standard

setting body of the IFRS

Foundation.

IBOR

Interbank Offered Rate.

IDA

Industrial Denatured

Alcohol.

IEA

International Energy

Agency, an autonomous

intergovernmental

organisation providing

policy recommendations

and analysis and data on

the global energy sector.

IFRS

International Financial

Reporting Standards as

issued by the IASB.

IFRIC

International Financial

Reporting Interpretations

as issued by the IASB.

Infusion

Care (IC)

Disposable infusion sets

used with insulin pumps for

diabetes or with continuous

infusion treatments for

conditions such as

Parkinson’s disease.

Intellectual property.

Investor Relations.

IRO

Impacts, risks and

opportunities.

Key Performance

Indicator (KPI)

Financial and non-financial

measures that the Group

uses to assess performance

and strategic progress.

LCA

Life cycle assessment.

LCDs

Local Coverage

Determinations (eligibility

for local Medicare coverage

in the US).

Leverage

Net debt (excluding leases)

divided by adjusted EBITDA.

LTIP

Long-term incentive plan.

LTIR

Lost-time injury rate.

M&A

Mergers and acquisitions.

MAR

Market Abuse Regulation.

MDR

Medical Device Regulations

introduced in the EU with

required transition by May

2021. MDR imposes

rigorous requirements in

relation to a number of

areas including clinical data

and post-market

surveillance.

MedTech

Medical technology.

Net debt

Borrowings less cash and

cash equivalents and

excluding lease liabilities.

NGO

Non-governmental

organisation.

NHS

UK National Health Service.

OECD

Organisation for Economic

Cooperation and

Development.

Operating cash

conversion

Operating cash flow divided

by adjusted operating profit.

Operational

capex

Capital expenditure to

maintain the Group’s

existing operations/output.

Opex

Operating expenses, being

the total of selling and

distribution expenses,

general administrative

expenses and research and

development, and other

operating expenses.

Organic revenue

growth

Period-over-period revenue

growth at constant

currency, adjusted for

acquired and disposed/

discontinued businesses.

Organic revenue

growth

(excluding

InnovaMatrix

)

Period-over-period

revenue growth at

constant currency,

adjusted for acquired

and disposed/discontinued

businesses and excluding

InnovaMatrix

revenues.

Ostomy Care (OC)

Devices, accessories and

services for people with a

stoma (a surgically created

opening where bodily waste

is discharged), commonly

resulting from causes such

as colorectal cancer, bladder

cancer, inflammatory bowel

disease and trauma.

PBT

Profit before income taxes.

Peakon

Workday employee voice

platform.

PIH

Partners In Health, an

international public health

organisation providing

healthcare in the poorest

areas of developing

countries.

PP&E

Property, plant and

equipment.

R&D

Research and Development.

RCT

Randomised controlled trial.

188

Convatec Annual Report and Accounts 2025

Additional information

Important information for readers of this Annual Report

Cautionary statement regarding

forward‑looking statements

The purpose of this Annual Report is to

provide information to the members of

the Company. The Group and its

Directors, employees, agents and

advisers do not accept or assume

responsibility to any other person to

whom this Annual Report is shown or

into whose hands it may come and any

such responsibility or liability is expressly

disclaimed. In order, among other things,

to utilise the ‘safe harbour’ provisions of

the US Private Securities Litigation

Reform Act 1995 and the UK Companies

Act 2006, we are providing the following

cautionary statement: This Annual

Report contains certain forward-looking

statements with respect to the

operations, performance and financial

condition of the Group, including among

other things, statements about expected

revenues, margins, earnings per share or

other financial or other measures.

Forward-looking statements are

generally identified by the use of terms

such as ‘believes’, ‘estimates’, ‘aims’,

‘anticipates’, ‘expects’, ‘intends’, ‘plans’,

‘predicts’, ‘may’, ‘will’, ‘could’, ‘targets’,

‘continues’ or, in each case, their

negatives or other similar expressions.

These forward-looking statements

include all matters that are not

historical facts.

Forward-looking statements are

necessarily based upon a number of

estimates and assumptions that, while

considered reasonable by the Company,

are inherently subject to significant

business, economic and competitive

risks, uncertainties and contingencies

that are difficult to predict and many of

which are outside the Group’s control.

As such, no assurance can be given that

such future results, including guidance

provided by the Group, will be achieved.

Forward-looking statements are not

guarantees of future performance and

such uncertainties and contingencies,

including the factors set out in the

Principal risks section of the Strategic

report which begins on page 70, could

cause the actual results of operations,

financial condition and liquidity, and the

development of the industry in which the

Group operates, to differ materially from

the position expressed or implied in the

forward-looking statements set out in

this Annual Report. Past performance of

the Group cannot be relied on as a guide

to future performance. Nothing in this

Annual Report should be construed as a

profit forecast.

Forward-looking statements are based

only on knowledge and information

available to the Group at the date of

preparation of this document and speak

only as at the date of this Annual Report.

The Group and its Directors, officers,

employees, agents, affiliates and

advisers expressly disclaim any

obligations to update any

forward-looking statements (except to

the extent required by applicable law

or regulation).

Third‑party data

The industry and market data contained

in this Annual Report has come from

third-party sources and from the Group’s

own internal research and estimates

based on the knowledge and experience

of the Group’s management in the

market in which the Group operates.

Whilst the Group believes that such

sources, research and estimates are

reasonable and reliable, they have not

been independently verified and are

subject to change without notice.

Accordingly, undue reliance should not

be placed on any of the industry or

market data in this Annual Report.

Convatec website

Information on or accessible through our

website www.convatecgroup.com and

other websites mentioned in this Annual

Report, does not form part of and is not

incorporated into this Annual Report.

Figures

Figures in parentheses in tables and in

the Financial Statements are used to

represent negative numbers.

Convatec Group Plc

7th Floor

20 Eastbourne Terrace

Paddington

London

W2 6LG

United Kingdom

www.convatecgroup.com

Company No: 10361298

Credits

Designed and produced by

Conran Design Group

Printed by

Pureprint Group, ISO14001, FSC

certified and CarbonNeutral

This Annual Report is printed on Revive Silk 100 paper,

manufactured from FSC

Recycled certified fibre derived from

100% pre and post-consumer waste and Carbon Balanced.

Printed sustainably in the UK by Pureprint, a CarbonNeutral

company with FSC

chain of custody and an ISO 14001

certified environmental management system recycling

100% of all dry waste.

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