Convatec Group PLC

Proxy Solicitation & Information Statement • Apr 15, 2024

The Chair of Convatec Group Plc invites you to attend the Annual General Meeting of the Company to be held at 7th Floor, 20 Eastbourne Terrace, Paddington, London W2 6LG on 16 May 2024 at 2:00pm (UK time).

If you wish to attend in person, please bring this attendance card with you. To attend this meeting electronically please visitmeetnow.global/convatecagm24 and enter your unique Shareholder Reference Number (SRN) and PIN.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 16 May 2024

	Cast your Proxy onlineIt's fast, easy and secure!	Control Number: 918917
@	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 & 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 14 May 2024 at 2:00pm (UK time).

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote). Shareholders should join the meeting electronically, details on how to do so can be found in the Notice of Meeting. You will need your unique SRN and PIN which can be found on your Form of Proxy. If you intend to return your Form of Proxy by post in advance of the Meeting and want to join electronically thereafter, please make a note of these numbers.
• 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 a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform 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.

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

1.	Ordinary Resolutions To receive the Company's Annual Report and Accounts for the financial year ended 31 December 2023, together with the Strategic report, Directors' report and the Independent Auditor's report on those accounts (the "Annual Report and Accounts 2023").		Vote For Against Withheld
2.	To receive and approve the Directors' Remuneration report for the financial year ended 31 December 2023, as set out on pages 125 to 133 of the Annual Report and Accounts 2023.
3.	To declare a final dividend as recommended by the Directors of 4.460 cents per ordinary share for the year ended 31 December 2023 payable on 23 May 2024 to shareholders on the register at the close of business on 26 April 2024.
4.	To re-elect Dr John McAdam as a Director of the Company with effect from the end of the AGM.
5.	To re-elect Karim Bitar as a Director of the Company with effect from the end of the AGM.
6.	To re-elect Jonny Mason as a Director of the Company with effect from the end of the AGM.
7.	To re-elect Margaret Ewing as a Director of the Company with effect from the end of the AGM.
8.	To re-elect Brian May as a Director of the Company with effect from the end of the AGM.
9.	To re-elect Professor Constantin Coussios as a Director of the Company with effect from the end of the AGM.
10.	To re-elect Heather Mason as a Director of the Company with effect from the end of the AGM.
11.	To re-elect Kim Lody as a Director of the Company with effect from the end of the AGM.

12.	To re-elect Sharon O'Keefe as a Director of the Company with effect from the end of the AGM.		Vote For Against Withheld
13.	To re-appoint Deloitte LLP as auditor to the Company until the conclusion of the next general meeting at which the Company's accounts are to be laid.
14.	To authorise the Directors to determine the remuneration of the Company's auditor.
15.	To approve an amendment to the Company's long-term incentive plan ("LTIP") rules to reflect that the grants to any individual under the LTIP during any Financial Year of the Company shall not exceed any maximum limit set out for executive directors in the Company's prevailing directors' remuneration policy, with such amendment to be effective as of 18 May 2023.
16.	To authorise political donations and political expenditure.
17.	To authorise the Directors to allot shares.
	Special Resolutions
18.	To authorise the Directors to disappply 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 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 Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair 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 7th Floor, 20 Eastbourne Terrace, Paddington, London W2 6LG on 16 May 2024 at 2:00pm (UK time), 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	For	Vote Against Withheld			For	Vote Against Withheld
1.	To receive the Company's Annual Report and Accounts for the financial year ended 31 December 2023, together with the Strategic report, Directors' report and the Independent			11.	To re-elect Kim Lody as a Director of the Company with effect from the end of the AGM.
	Auditor's report on those accounts (the "Annual Report and Accounts 2023").			12.	To re-elect Sharon O'Keefe as a Director of the Company with effect from the end of the AGM.
2.	To receive and approve the Directors' Remuneration report for the financial year ended 31 December 2023, as set out on pages 125 to 133 of the Annual Report and Accounts 2023.			13.	To re-appoint Deloitte LLP as auditor to the Company until the conclusion of the next general meeting at which the Company's accounts are to be laid.
3.	To declare a final dividend as recommended by the Directors of 4.460 cents per ordinary share for the year ended 31 December 2023 payable on 23 May 2024 to shareholders on			14.	To authorise the Directors to determine the remuneration of the Company's auditor.
	the register at the close of business on 26 April 2024.			15.	To approve an amendment to the Company's long-term incentive
4.	To re-elect Dr John McAdam as a Director of the Company with effect from the end of the AGM.				plan ("LTIP") rules to reflect that the grants to any individual under the LTIP during any Financial Year of the Company shall not exceed any maximum limit set out for executive directors in the Company's prevailing directors' remuneration policy, with such amendment to be effective as of 18 May 2023.
5.	To re-elect Karim Bitar as a Director of the Company with effect from the end of the AGM.
6.	To re-elect Jonny Mason as a Director of the Company with effect from the end of the AGM.			16.	To authorise political donations and political expenditure.
				17.	To authorise the Directors to allot shares.
7.	To re-elect Margaret Ewing as a Director of the Company with effect from the end of the AGM.				Special Resolutions
8.	To re-elect Brian May as a Director of the Company with effect from the end of the AGM.			18.	To authorise the Directors to disappply pre-emption rights.
				19.	To authorise the Directors to disappply pre-emption rights in
9.	To re-elect Professor Constantin Coussios as a Director of the Company with effect from the end of the AGM.				connection with an acquisition or specified capital investment.
10.	To re-elect Heather Mason as a Director of the Company with			20.	To authorise the Directors to make market purchases of the Company's shares.
	effect from the end of the AGM.			21.	To authorise the calling of general meetings on 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

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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