ConvaTec : AGM Resolutions

Company No. 10361298

Public Company Limited by Shares

Ordinary and Special Resolutions of

Convatec Group Plc

(the 'Company')

IN ACCORDANCE WITH THE UK LISTING RULE 6.4.2

The following ordinary and special resolutions were passed at the Annual General Meeting of the members of the Company, duly convened, and held at 20 Eastbourne Terrace, London, W2 6LG on 21 May 2026 at 14:00 (UK time):

ORDINARY RESOLUTIONS

Resolution 16 - Directors' authority to allot shares

That, the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all powers of the Company to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company:

(a) in accordance with Article 12(a) of the Company's Articles of Association, up to a maximum aggregate nominal amount of £65,161,734 and,

(b) comprising equity securities (within the meaning of section 560(1) of the Companies Act 2006) up to a maximum aggregate nominal amount of £130,323,468 (including within such limit any shares issued or rights granted under paragraph (a) above), in connection with a fully pre-emptive offer to:

(i) ordinary shareholders (other than the Company) in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them; and

(ii) holders of other equity securities if this is required by the rights of those securities or, subject to such rights, as the Directors consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

This authority (unless previously renewed, varied or revoked by the Company) will expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date on which this Resolution is passed, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Board may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

Resolution 17 - Disapplication of pre-emption rights

That, if Resolution 16 is passed, the Board be authorised, pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

(a) allotments made in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 16, such power shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer only):

(i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £19,548,520; and

(c) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of shares held in treasury from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire (unless previously renewed, varied or revoked by the Company) at the end of the next annual general meeting of the Company (or, if earlier, 15 months after the date on which this Resolution is passed) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 18 - Disapplication of pre-emption rights in connection with an acquisition or specified capital investment

That if Resolution 16 is passed, the Board be authorised, pursuant to section 570 and section 573 of the Companies Act 2006, in addition to any authority granted under Resolution 17, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 16 and/or to sell ordinary shares held by the Company in treasury for cash as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

(a) limited to the allotment of equity securities or sale of shares held in treasury up to a nominal amount of £19,548,520, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

(b) limited to the allotment of equity securities or sale of shares held in treasury (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board determine to be of a kind contemplated by paragraph 3 of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire (unless previously renewed, varied or revoked by the Company) at the end of the next annual general meeting of the Company (or, if earlier, 15 months after the date on which this Resolution is passed) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell shares held in treasury) under any such offer or agreement as if the authority had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this Resolution the words 'under the authority given by Resolution 16' were omitted.

Resolution 19 - Market purchases of own shares

That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

(a) the maximum number of ordinary shares hereby authorised to be acquired is 195,485,202;

(b) the minimum price (excluding expenses) which may be paid for any ordinary share is 10 pence;

(c) the maximum price (excluding expenses) which may be paid for any ordinary share is an amount not more than the higher of:

(i) an amount equal to 105% of the average of the middle market quotations for such ordinary share in the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of such ordinary share and the highest current independent bid on the trading venue on which the purchase is carried out;

(d) the authority hereby conferred shall expire at the end of the next annual general meeting of the Company or, if earlier, 15 months after the date on which this Resolution is passed unless previously renewed, varied or revoked by the Company in general meeting; and

(e) the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

Resolution 20 - Calling of general meetings on 14 days' notice

That, and until the Company's next annual general meeting, a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

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