Convatec Group PLC

Proxy Solicitation & Information Statement • Apr 4, 2017

The Chairman of ConvaTec Group Plc invites you to attend the Annual General Meeting of the Company to be held at Victoria Hall, Reading Town Hall, Blagrave Street, Reading, Berkshire RG1 1QH on 11 May 2017 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 11 May 2017

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 9 May 2017 at 11.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• To appoint more than one proxy, an additional proxy form(s) may be obtained by $2¹$ contacting the Registrar's helpline on 0370 703 6219 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• The 'Vote Withheld' option overleaf is provided to enable you to abstain on any $3₁$ particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 1. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
• 1. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 6219 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 1. Any alterations made to this form should be initialled.
• The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

1.	Ordinary Resolutions To receive the Company's accounts for the year ended 31 December 2016, together with the Directors' Reports and the Independent Auditors' report on those accounts.	For	Vote Against Withheld
2.	To approve the Directors' Remuneration Report for the year ended 31 December 2016.
3.	To approve the Directors' Remuneration Policy.
4.	To elect Sir Christopher Gent as a Director of the Company.
5.	To elect Mr Paul Moraviec as a Director of the Company.
6.	To elect Mr Nigel Clerkin as a Director of the Company.
7.	To elect Mr Steve Holliday as a Director of the Company.
8.	To elect Mr Jesper Ovesen as a Director of the Company.
9.	To elect Mr Rick Anderson as a Director of the Company.
	10. To elect Mr Raj Shah as a Director of the Company.
	11. To elect Mr Kasim Kutay as a Director of the Company.
	12. To appoint Deloitte LLP as auditors to the Company.

13. To authorise the Directors to agree the remuneration of the auditors to the Company.	For	Against	Vote Withheld
14. To authorise the Directors to allot shares.
15. To authorise the Directors generally to offer a scrip dividend alternative. Special Resolutions
16. To authorise the Directors to disapply pre-emption rights.
17. To authorise the Directors to disapply pre-emption rights in connection with an acquisition or specified capital investment.
18. To authorise the Directors to make market purchases of the Company's shares. Ordinary Resolutions
19. To approve the rules of the ConvaTec Group Plc 2017 Save As You Earn Scheme.
20. To approve the rules of the ConvaTec Group Plc 2017 Employee Share Purchase Plan.
21. To authorise political donations and political expenditure.
Special Resolution
22. To authorise the calling of general meetings on 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of ConvaTec Group Plc to be held at Victoria Hall, Reading Town Hall, Blagrave Street, Reading, Berkshire RG1 1QH on 11 May 2017 at 11.00 am, and at any adjourned meeting.

	Vote
Vote Ordinary Resolutions Against Withheld Against Withheld For For To receive the Company's accounts for the year ended 13. To authorise the Directors to agree the remuneration 1. 31 December 2016, together with the Directors' Reports of the auditors to the Company. and the Independent Auditors' report on those accounts.
14. To authorise the Directors to allot shares. To approve the Directors' Remuneration Report for the 2. year ended 31 December 2016.
15. To authorise the Directors generally to offer a scrip To approve the Directors' Remuneration Policy. 3. dividend alternative. Special Resolutions
To elect Sir Christopher Gent as a Director of 16. To authorise the Directors to disapply pre-emption 4. the Company. rights.
To elect Mr Paul Moraviec as a Director of 5. 17. To authorise the Directors to disapply pre-emption the Company. rights in connection with an acquisition or specified
capital investment. To elect Mr Nigel Clerkin as a Director of 6. 18. To authorise the Directors to make market purchases the Company. of the Company's shares.
To elect Mr Steve Holliday as a Director of 7. Ordinary Resolutions the Company. 19. To approve the rules of the ConvaTec Group Plc 2017
To elect Mr Jesper Ovesen as a Director of Save As You Earn Scheme. 8. the Company. 20. To approve the rules of the ConvaTec Group Plc 2017
Employee Share Purchase Plan. To elect Mr Rick Anderson as a Director of 9. the Company.
21. To authorise political donations and political expenditure. 10. To elect Mr Raj Shah as a Director of the Company. Special Resolution
22. To authorise the calling of general meetings on 14 11. To elect Mr Kasim Kutay as a Director of clear days' notice. the Company.
12. To appoint Deloitte LLP as auditors to the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

CCS0771

$0₁$

CVT

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