Advanced Medical : Annual General Meeting – 2020

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. If you have sold or transferred all of your shares in Advanced Medical Solutions Group plc, please send this document and any accompanying documents as soon as possible to the purchaser or transferee of those shares or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission

to the purchaser or transferee.

Notice of the

2020 Annual

General Meeting

Notice of the twenty-sixth Annual General Meeting ('AGM') of Advanced Medical Solutions Group plc (the 'Company'), to be held as a closed meeting at the offices of Advanced Medical Solutions Group plc, Premier Park, Road One, Winsford Industrial Estate, Winsford, Cheshire, CW7 3RT at 11:00 am on Wednesday 10 June 2020, is set out on pages 6 and 7 of this document. Your attention is drawn to the letter from the Company's Chairman on page 2 of this document. Please complete and submit a proxy appointment form or electronic proxy appointment instruction in accordance with the notes to the Notice of AGM set out on page 7. To be valid, the proxy appointment form or electronic proxy appointment instruction must be received at the address for delivery specified in the notes by 11:00 am on Monday 8 June 2020.

Letter from the Chairman

Advanced Medical Solutions Group plc Premier Park

33 Road One Winsford Cheshire CW7 3RT

Dear Shareholder,

2019 Annual Report and Accounts and AGM

I am pleased to report that Advanced Medical Solutions Group plc's Annual Report and Accounts for the year ended 31 December 2019 (Report of the Directors and the Financial Statements of the Company) and Notice of AGM have now been published.

A copy of the 2019 Annual Report is enclosed. The document can also be accessed via the investors' section of our website (www.admedsol.com/investor-relations).

This year, our AGM will be held as a closed meeting at the offices of Advanced Medical Solutions Group plc, Premier Park, Road One, Winsford Industrial Estate, Winsford, Cheshire, CW7 3RT at 11;00 am on Wednesday 10 June 2020. The formal Notice of AGM is set out on pages 6 and 7 of this document and contains the proposed resolutions.

The AGM is usually an opportunity for all shareholders to meet with, and ask questions of, their Board of Directors ('Board'). However, in line with the UK Government's latest guidelines on COVID-19, AMS will host its 2020 AGM as a closed meeting. The health and safety of the Group's shareholders, as well as its employees and customers, is of paramount importance and, as a result, it will not be possible for shareholders to attend the meeting in person. Any shareholders attempting to attend the AGM will be refused entry.

The AGM will be convened with the minimum necessary quorum of two shareholders. The outcome of the resolutions will, as usual, be determined by shareholder vote based on the proxy votes received. Shareholders are therefore strongly encouraged to vote

by proxy on the resolutions contained in the Notice of AGM. Given the restrictions on attendance, shareholders are also strongly encouraged to appoint the "Chairman of the Meeting" as their proxy rather than another person who will not be permitted to attend the meeting.

The results of the AGM will be announced to the London Stock Exchange and placed on the Group's website, in the usual way, as soon as practicable after the conclusion of the AGM.

Action to be taken

As the AGM will be held as outlined above, you should vote on the proposed resolutions by appointing a proxy. To appoint a proxy you can complete the enclosed proxy appointment form, in accordance with the instructions printed on it, and return it (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to our registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

The proxy appointment form should be returned, or the electronic proxy appointment instruction transmitted, as soon as possible and in any event so as to be received by our registrar by 11:00 am on Monday 8 June 2020. This is particularly important given that COVID-19 has caused delays to the collection and delivery of postal services.

Recommendation

The Board is committed to the principles of good corporate governance and reports against the 2018 UK Corporate Governance Code (Code). As a result, in 2020 we will put all Directors forward for re-election. We have also addressed certain corporate governance principles in the explanatory notes, including Board appointments, my Audit Committee membership and the tenures of Steve Bellamy and Penny Freer.

In accordance with the Code, the Group intends to refresh the composition of the Non-Executive Directors. This process will start at the 2020 AGM and over the next three years, we will ensure that new Non-Executive Directors are appointed allowing for a smooth and effective handover, particularly with respect to the Chairmanships of the Audit and Remuneration Committees.

Peter Steinmann will retire from the Board this year and will not put himself forward for re-election at the upcoming AGM. The Board would like to thank Peter for his contribution over the last six and a half years.

You will find on pages 3 to 5 of this document the explanatory notes in relation to the various resolutions which are set out in the Notice of AGM. The Board considers that each of these resolutions is in the best interests of the Company and its shareholders as a whole. Accordingly, all Directors intend to vote in favour of each resolution in respect of their own beneficial holdings (with the exception of resolutions relating to their own re-appointment). The Directors unanimously recommend that shareholders vote in favour of all the proposed resolutions.

The Board would like to thank all shareholders for their continued support and understanding in these exceptional circumstances. Yours sincerely

Peter Allen

Chairman

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Explanatory Notes to the Business of the AGM

Notes on Ordinary Business:

Resolution 1: Report of the Directors and the Financial Statements of the Company

The Companies Act 2006 requires the Directors of the Company to lay before the shareholders in general meeting copies of its annual accounts, the Strategic Report, the Directors' Report and the Independent Auditors' Report on those accounts in respect of each financial year. In accordance with best practice, the Company proposes, as an Ordinary Resolution, a resolution to receive the Report of the Directors and the Financial Statements of the Company for the year ended 31 December 2019.

Resolution 2: Approval of Directors' Remuneration Report

As a matter of good corporate governance, the Company has elected to seek shareholder approval at this AGM (and at each subsequent AGM), by way of Ordinary Resolution, for the part of its Directors' Remuneration Report which describes how the Company's Directors' remuneration policy has been implemented during the previous financial year. The relevant part of the Directors' Remuneration Report is set out on pages 62 to 77 of the 2019 Annual Report. Please note that this vote is advisory only, and does not affect the historical remuneration paid to any individual Director.

Resolution 3: Auditor's reappointment and remuneration

At or before each general meeting at which the Report of the Directors and Financial Statements of the Company for a financial year are laid, the Company is required to appoint auditors to serve for the following financial year. Deloitte LLP have indicated their willingness to continue as the Company's auditors. Resolution 3 is an Ordinary Resolution to reappoint them and give the Directors discretion to determine the auditor's remuneration.

Resolutions 4 to 8: Election and re-election of Directors

In accordance with the Company's Articles of Association, one-third of the Directors must stand for re-election by shareholders annually in rotation. However, to underline their accountability to shareholders and the Board's commitment to the Code and wider corporate governance principles, the Board decided that all Directors will stand for re-election this AGM and every subsequent AGM. Peter Steinmann will retire from the Board this year and will not put himself forward for re-election at the upcoming AGM.

The Code requires that the Board should set out why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. These details are set out below, together with brief biographical details and that we believe shareholders should vote in favour of the re-election of each Director. Any Corporate Governance issues impacting each Director are also addressed.

The Board believes that the all the Executive and Non-Executive Directors who are currently serving on the Board and are seeking reelection this year, continue to be effective, make a positive contribution to the Board and demonstrate commitment to their roles.

Resolution 4: Peter Allen - Chairman

Peter Allen has extensive experience in the healthcare industry, having held key senior positions in a number of companies and playing a significant role in their development. This includes 12 years at Celltech Group plc (1992-2004) as CFO and Deputy CEO, six years as Chairman (2007-2013) of ProStrakan Group plc (Interim CEO 2010-11), three years as Chairman of Proximagen Neurosciences plc (2009-12) and five years as Chairman at Diurnal plc (2015-2020). He is a qualified Chartered Accountant.

In line with Code Provision 24 and best practice, Peter stepped down from the Audit Committee with effect from 6 May 2020. When invited, he will attend Audit Committee meetings as the Board considers his extensive accounting experience adds value to the discussion.

Peter and AMS are aware of the corporate governance requirements in relation to the number of Board appointments. In this regard, Peter has stepped down as Chairman of Diurnal plc which helps to meet those best practice requirements.

In his role as Chairman, Peter attended all Board meetings during 2019.

Resolution 5 and 6: Penny Freer - Senior Non-Executive Director / Steve Bellamy - Non-Executive Director

Penny Freer joined the Board of AMS in March 2010. With 25 years' experience in investment banking, she was formerly Head of Equities for Robert W Baird in London, and prior to this held senior positions at Credit Lyonnais and NatWest Markets.

Steve Bellamy was formerly an Executive Director of Sherwood International plc and Brierley Investments' London operations. He has also held Non-Executive Directorships and advisory roles in a wide range of businesses, many of which were in the technology sector, and was most recently a Non-Executive Director at Michelmersh Brick Holdings plc. He is a New Zealand qualified Chartered Accountant.

Advanced Medical Solutions Group plc Notice of the 2020 Annual General Meeting 3

Explanatory Notes to the Business of the AGM continued

Penny Freer and Steve Bellamy, despite their tenures in excess of the nine-year limit outlined in Code Provision 10, are both considered to be independent of character and judgement, qualities which are exhibited through their contribution to Board meetings, and the Chairmanship of the Remuneration and Audit Committees respectively. In addition, both Penny and Steve have extensive experience of the Company and undertake ongoing training and development to maintain relevant knowledge and expertise. The Board rigorously self assesses their performance, with a focus on independence and commitment, and believes that they will continue to add value.

As a result, the Company complies with Code Provision 24, requiring it to have at least two independent Non-Executive Directors.

The succession plan being implemented will allow for a smooth and effective handover in respect of the Chairmanships of the Remuneration and Audit Committees. The Board will pay due consideration to the diversity of the Board and consider the requirements of the Hampton-Alexander review when refreshing the Board. Penny and Steve attended all Board and Committee meetings in 2019. Penny was appointed as the designated Non-Executive Director for Workforce Engagement in 2020 in accordance with Code Provision 5. Steve provides invaluable financial expertise for the Audit Committee, which is particularly valuable in light of Peter Allen stepping down from the Audit Committee on 6 May 2020.

Resolutions 7 and 8: Chris Meredith - Chief Executive Officer / Eddie Johnson - Chief Financial Officer

Chris Meredith joined AMS as Group Commercial Director in July 2005 following a successful 18-year career in international healthcare sales, marketing and business development. His experience covered business-to-business contract manufacturing, product development and clinical research, as well as branded product sales all within the medical device, pharmaceutical or consumer healthcare markets. Chris has previously held senior positions at Smiths Industries, Cardinal Health, Banner Pharmacaps, and Aster Cephac. He was appointed Managing Director of Advanced Woundcare in February 2008, became Chief Operating Officer in January 2010 and was appointed as Chief Executive Officer in January 2011.

Eddie Johnson joined AMS in October 2011 and was appointed Group Financial Controller in November 2012. Prior to this he gained a first class degree in Maths and Computer Science from Keele University in 1993 and qualified as a Chartered Accountant in 1996. Since moving into the industry in 1996 Eddie has held a number of senior finance roles in various industry sectors including, more recently, Head of Commercial Finance at Norcros plc and Western European Financial Controller for Sumitomo Electrical Wiring Systems. Eddie was appointed as Chief Financial Officer and Company Secretary in January 2019.

Resolution 9: Declaration of a final dividend

The Directors recommend a final dividend of 1.05p per Ordinary Share. If approved by Ordinary Resolution of the shareholders, the dividend will be paid on 19 June 2020 to shareholders on the register at close of business on 29 May 2020.

Notes on Special Business:

Resolution 10: Authority to allot Ordinary Shares and other relevant securities

This Resolution would give the Directors the authority to allot Ordinary Shares up to an aggregate nominal amount equal to £3,582,201 (representing 71,644,020 Ordinary Shares of 5p each). This amount represents approximately one-third of the issued Ordinary Share capital of the Company as at 30 April 2020, the latest practicable date prior to publication of this Notice.

The authority sought under this resolution will expire at the conclusion of the Annual General Meeting of the Company held in 2021 or, if earlier, 15 months after the passing of the resolution. While the Directors have no present intention of issuing any of the authorised but unissued share capital, it is considered prudent and appropriate to maintain the flexibility that this authority provides.

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Resolution 11: Disapplication of Pre-emption Rights

Your Directors also require additional authority from shareholders to allot shares or grant rights over shares or sell treasury shares where they propose to do so for cash and otherwise than to existing shareholders in proportion to their existing holdings. Accordingly, Resolution 11 will be proposed as a Special Resolution to grant such authority. Apart from rights issues, open offers or any other pre-emptive offer as mentioned, the authority will be limited to the issue of shares and sales of treasury shares for cash up to an aggregate nominal value of £1,074,660 (being 10% of the Company's issued Ordinary Share capital at 30 April 2020, the latest practicable date prior to publication of this Notice). This is in keeping with the extent for which such authority has been sought and given at each previous Annual General Meeting of the Company since 2006.

Allotments made under the authorisation in paragraph (a) of Resolution 11 would be limited to allotments by way of a rights issue only (subject to the right of the Directors to impose necessary or appropriate limitations to deal with, for example, fractional entitlements and regulatory matters).

If given, this authority will expire at the conclusion of the Annual General Meeting of the Company held in 2021 or, if earlier, 15 months after the passing of the Resolution.

Resolution 12: Purchase by the Company of its own shares

In certain circumstances, it may be advantageous for the Company to purchase its own shares. Under Section 701 of the 2006 Act, the Directors of a Company may make market purchases of that Company's shares if authorised to do so. Your Directors believe that granting such approval would be in the best interests of shareholders in allowing Directors the flexibility to react promptly to circumstances requiring market purchases.

Accordingly, Resolution 12, which will be proposed as a Special Resolution, will give the Directors the authority to purchase issued shares of the Company under Section 701 of the 2006 Act.

The authority contained in this Resolution will be limited to an aggregate nominal value of £537,330 (representing 5% of the issued Ordinary Share capital of the Company as at 30 April 2020, the latest practicable date prior to publication of this Notice; representing 10,746,603 Ordinary Shares of 5p each). The price which may be paid for those shares is also restricted as set out in the Resolution.

This authority will expire at the conclusion of the Annual General Meeting of the Company held in 2021 or, if earlier, 15 months after the passing of the Resolution.

The Board has no present intention of exercising this authority. However, this will be kept under review, and the Board will use this power only if and when, taking account of market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Group, they believe that the effect of such purchases will be in the best interests of shareholders generally and that they will result in an increase in earnings per share.

Shares purchased under this authority may be held as treasury shares. Shares held in treasury do not carry voting rights and no dividends will be paid on any such shares. Shares held in treasury in this way can be sold for cash or cancelled. This would allow the Company to manage its capital base more effectively and to replenish its distributable reserves.

If and when the Board resolves to exercise its authority to make market purchases, it will at that time decide whether shares purchased are to be cancelled or held in treasury.

As at 30 April 2020, the latest practicable date prior to publication of this Notice, there were share options outstanding over Ordinary Shares, representing 2.5% of the Company's issued Ordinary Share capital. The Company has no warrants in issue in relation to its shares. If the buyback authority was to be exercised in full, these options would represent 2.7% of the Company's ordinary issued share capital.

Advanced Medical Solutions Group plc Notice of the 2020 Annual General Meeting 5

Notice of 2020 AGM - Advanced Medical Solutions Group plc

Notice is hereby given that the twenty-sixth Annual General Meeting of the Company will be held as a closed meeting at 11.00 am on 10 June 2020 at the offices of Advanced Medical Solutions Group plc, Premier Park, 33 Road One, Winsford Industrial Estate, Winsford, Cheshire, CW7 3RT for the following purposes:

As Ordinary Business:

1. To receive the Report of the Directors and the Financial Statements of the Company for the year ended 31 December 2019 (together with the Report of the Auditor thereon).
2. To approve the Directors' Remuneration Report for the year ended 31 December 2019.
3. Tore-appoint Deloitte LLP as Auditor and to authorise the Directors to fix their remuneration.
4. Tore-elect Peter Allen as a Director of the Company.
5. Tore-elect Penny Freer as a Director of the Company.
6. Tore-elect Steve Bellamy as a Director of the Company.
7. Tore-elect Chris Meredith as a Director of the Company.
8. Tore-elect Eddie Johnson as a Director of the Company.
9. To declare a final dividend of 1.05p per Ordinary Share, payable on 19 June 2020 to shareholders on the register at close of business on 29 May 2020.

As Special Business:

To consider and, if thought fit, to pass Resolution 10, which will be proposed as an Ordinary Resolution, and Resolutions 11 and 12, which will be proposed as Special Resolutions.

1. To authorise the Directors generally and unconditionally for the purposes of Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company (each an allotment of 'relevant securities') up to an aggregate nominal amount of £3,582,201 provided that this authority is for a period expiring upon the earlier of the date of the Company's next Annual General Meeting and 15 months after the date of the passing of this Resolution but the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired. This authority is in substitution for all subsisting authorities, to the extent unused.
2. Subject to the passing of Resolution 10 above, to authorise the Directors pursuant to Section 570 of the 2006 Act to allot equity securities (within the meaning of Section 560 of the 2006 Act) wholly for cash pursuant to the authority conferred by Resolution 10 above as if Section 561(1) of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
3. 1. in connection with an offer of such securities by way of rights to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange;
   2. otherwise than pursuant tosub-paragraph (a) above up to an aggregate nominal amount of £1,074,660; and
   3. which shall expire on the earlier of the conclusion of the next Annual General Meeting of the Company and 15 months after the date of the passing of this Resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.

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12. That the Company is hereby generally and unconditionally authorised for the purposes of Section 701 of the 2006 Act to make market purchases (within the meaning of Section 693(4) of the 2006 Act) of any of its Ordinary Shares of 5p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

1. the maximum number of Ordinary Shares which may be purchased is 10,746,603;
2. the minimum price which may be paid for each Ordinary Share is 5p which amount shall be exclusive of expenses, if any;
3. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share shall not be more than 5% above the average of the middle market quotations for an Ordinary Share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the Ordinary Share is purchased;
4. unless previously renewed, revoked or varied, this authority shall expire upon the earlier of the date of the Company's next Annual General Meeting and 15 months after the date of the passing of this Resolution; and
5. under this authority the Company may make a contract to purchase Ordinary Shares which would or might be executed wholly or partly after the expiry of this authority, and may make purchases of Ordinary Shares pursuant to it as if this authority had not expired.

By order of the Board

Eddie Johnson Company Secretary

7 May 2020 Registered office:

Premier Park, 33 Road One, Winsford Industrial Estate, Winsford, Cheshire, CW7 3RT.

Notes

1. A member entitled to vote at the meeting convened by this Notice may appoint a proxy in his place. A holder of more than one Ordinary Share may appoint different proxies in relation to each or any of those Ordinary Shares.
2. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. A member may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy notice must be given to the Company's Registrars not later than 48 hours before the time appointed for the holding of the meeting.
3. A proxy does not need to be a member of the Company. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out at Note 1 of the proxy form.
4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
5. A form of proxy is enclosed for use by members. To be effective, it must be completed and arrive not later than 48 hours before the time fixed for the meeting at Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
6. The Register of Directors' Interests in the shares of the Company will not be available for inspection at the registered office of the Company in the usual way due to theCOVID-19 restrictions.
7. The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the Register of Members of the Company as at close of business on 8 June 2020 shall be entitled to vote ahead of the aforesaid Annual General Meeting in respect of the number of shares registered in their names at that time. Changes in the entries in the relevant register of Securities after close of business on 8 June 2020 shall be disregarded in determining the rights of any person to vote ahead of the meeting.

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