Convatec Group PLC

Proxy Solicitation & Information Statement • Mar 22, 2021

The Annual General Meeting of ConvaTec Group Plc (the 'Company') will be held at 3 Forbury Place, 23 Forbury Road, Reading, Berkshire, RG1 3JH on 7 May 2021 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 7 May 2021

	Cast your Proxy onlineIt's fast, easy and secure!	Control Number: 916979
@	www.investorcentre.co.uk/eproxy	SRN:
	You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.	PIN:
View the Annual Report and the Notice of Meeting online: www.convatecgroup.com/investors
Register at www.investorcentre.co.uk - elect for electronic communications and manage your shareholding online!

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 5 May 2021 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 holder's 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).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by 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 marking 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.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any 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 All Named Holders 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.

• 4. 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.
• 5. 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.
• 6. 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.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

SHAREHOLDER QUESTION

If you would like to raise a question relating to the business to be considered at the Annual General Meeting (the 'AGM' or 'Meeting'), please send these to: ir@convatec.com and include the heading "2021 AGM".

We ask that shareholders do not attend the Meeting in person but participate electronically on the day. If you are not able to join the Meeting on the day, you can appoint the Chairman as your proxy to vote on your behalf. We encourage shareholders to vote on the proposed resolutions in advance of the Meeting either by completing the form of proxy attached or by electronic means. This can be done either via the website, going to www.investorcentre.co.uk/eproxy and following the instructions for electronic submission provided there; or having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal members). Please refer to the Notice of Meeting for further details.

*

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 3 Forbury Place, 23 Forbury Road, Reading, Berkshire, RG1 3JH on 7 May 2021 at 11.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an ^{X X} inside the box as shown in this example.

Ordinary Resolutions			Vote Against Withheld
1.	To receive the Company's accounts for the year ended 31 December 2020, together with the Strategic report, Directors' report and the Independent Auditor's report on those accounts.
2.	To approve the Directors' Remuneration report for the year ended 31 December 2020.
3.	To declare a final dividend of 3.983 cents per ordinary share for the year ended 31 December 2020.
4.	To re-elect Dr John McAdam as a Director of the Company.
5.	To re-elect Karim Bitar as a Director of the Company.
6.	To re-elect Frank Schulkes as a Director of the Company.
7.	To re-elect Margaret Ewing as a Director of the Company.
8.	To re-elect Brian May as a Director of the Company.
9.	To re-elect Rick Anderson as a Director of the Company.
10.	To re-elect Dr Regina Benjamin as a Director of the Company.
11.	To re-elect Sten Scheibye as a Director of the Company.

		For	Vote Against Withheld
12.	To elect Heather Mason as a Director of the Company.
13.	To elect Professor Constantin Coussios as a Director of the Company.
14.	To re-appoint Deloitte LLP as auditor to the Company.
15.	To authorise the Directors to determine the remuneration of the Company's auditor.
16.	To authorise political donations and political expenditure.
17.	To authorise the Directors to allot shares.
	Special Resolutions
18.	To authorise the Directors to disapply pre-emption rights.
19.	To authorise the Directors to disappply pre-emption rights in connection with an acquisition or specified capital investment.
20.	To authorise the Directors to make market purchases of the Company's shares.
21.	To authorise the calling of general meetings on not less than 14 clear days' notice.

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

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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).

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