Livanova PLC

This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation policies and outcomes as disclosed in the proxy statement. Management seeks this vote to validate its pay-for-performance design, which combines fixed salary, an annual short-term incentive tied to Net Sales and Adjusted Operating Income plus non-financial modifiers, and multi-year equity awards (including rTSR, FCF and ROIC PSUs). The CHCM Committee points to above-target payouts on recent PSU cycles and STIP outcomes as evidence of alignment between realized pay and the Company’s financial and strategic achievements, while also highlighting stock ownership guidelines and clawback provisions as governance safeguards. Shareholders should consider whether the disclosed metrics, targets, and weighting appropriately balance short-term operational performance and longer-term shareholder returns, and whether the mix of rTSR and operational PSUs mitigates undue risk-taking. The vote is advisory and therefore non-binding, but management will consider the result as feedback when setting future compensation design and targets. Potential shareholder concerns include the magnitude and structure of maximum payout opportunities, inducement grants (e.g., special RSUs), and whether disclosure enables assessment of realized vs target pay over multiple cycles. In recommending a FOR vote, the Board emphasizes strong governance practices (independent committee, consultant oversight, clawback policy) and recent engagement with major shareholders that informed compensation features. The recommendation reflects management’s view that the program incentivizes long-term value creation while retaining market competitiveness and appropriate risk controls.

This ordinary resolution seeks shareholder authorization under section 551 of the Companies Act to permit the Board to allot new shares or grant rights to subscribe for or convert securities into shares up to a defined nominal amount (approximately 20% of issued share capital). Management frames this as a routine corporate housekeeping resolution necessary under UK law to preserve the Board’s ability to act quickly on capital and strategic matters without calling a special meeting. The authority includes standard temporal limits (lapsing at the next AGM or in 15 months) and a ‘‘rights-preserving’’ clause allowing the Board to complete transactions previously agreed before expiry. Shareholders should weigh the benefits — flexibility to satisfy equity-based compensation, support strategic M&A, or execute financing — against dilution risk; the proposed cap and limited duration are typical mitigants. The Board indicates no present intention to use the authority except to satisfy awards to directors but notes it could be used for broader corporate purposes if needed. Passing the resolution aligns LivaNova with common practice for UK-listed companies and provides operational agility in volatile markets. Investors focused on governance may review the size of the authority relative to outstanding dilution and shareholder pre-emption protections elsewhere in the notice. The Board recommends FOR, viewing the controlled quantum and expiry as balanced safeguards that preserve managerial flexibility while limiting shareholder dilution risk.

This special resolution asks shareholders to disapply statutory pre-emption rights so the Board may allot equity securities for cash or sell treasury shares without first offering them pro rata to existing shareholders, subject to a pre‑specified limit equivalent to the allotment authority and expiring at the next AGM (or 15 months). Management argues this is standard market practice that preserves the Board’s ability to act quickly in capital markets or strategic transactions where time‑sensitive execution is essential. The resolution is expressly conditional on resolution 4 passing and contains customary safeguards: the same nominal cap, expiry, and replacement of prior disapplication authorities. Shareholders should consider dilution and governance impacts against the practical benefits of execution speed and reduced transaction friction; the limited cap and short duration constrain potential dilution. For transactions where pre-emption rights are meaningful (e.g., primary equity raises), shareholders may expect separate, explanatory disclosures if the Board later exercises the power. The Board recommends FOR, emphasizing that the power is only to be used sparingly and primarily for compensation and market transactions that management believes advance shareholder interests. Institutional investors often accept such authorities when the size and conditions reflect market norms; activism risk increases if the power is used frequently or for large non‑strategic placements.

This resolution requests shareholder approval of standardized forms of share repurchase contracts (one market‑execution form and one Rule 10b5‑1 plan form) and a list of Approved Counterparties so LivaNova can lawfully buy back Ordinary Shares through U.S. venues while complying with the UK Companies Act. Under UK law, such “off‑market” repurchases require prior shareholder approval of the contract form and counterparties; the Board is therefore seeking the routine authorization to enable future repurchase programs. The authority is capped at purchases equal to 10% of the issued ordinary share capital and expires at the next AGM (or 15 months), aligning with typical governance safeguards. Management positions repurchases as a capital‑allocation tool to return excess cash, manage capital structure, and signal confidence, while the contract forms provide flexibility including Rule 10b‑18 and riskless principal mechanics. Shareholders should weigh the potential positive impacts on EPS and share price against timing risks and potential conflict with other capital needs; the narrow counterparty list and contractual terms aim to manage execution risk. The Board emphasizes that no repurchase program has been approved yet and that any program would be subject to further internal approvals and market conditions. In recommending FOR, the Board points to customary market practice, the statutory requirement to approve forms/counterparties, and the adoption of limits and expiry to protect shareholder interests.

This advisory UK‑law vote seeks shareholder approval of the directors’ remuneration report as presented in the Company’s 2025 UK Annual Report. Management frames the report as the formal disclosure of executive and non‑executive remuneration policy and outcomes, developed and overseen by the CHCM Committee and informed by shareholder engagement. The report includes details such as the UK remuneration policy, annual fees, the mix of cash and equity, performance metrics (rTSR, FCF, ROIC) and governance features including clawback provisions and share ownership guidelines. Shareholders should consider whether the disclosed pay practices provide appropriate incentives without encouraging excessive risk, and whether the report demonstrates robust oversight and alignment with long‑term shareholder value. Given the advisory nature, the Board will treat the outcome as feedback and may adjust policy or practice in response. The Board recommends a FOR vote, noting strong prior advisory support and the Committee’s view that the policy and report reflect market norms and shareholder input. Institutional investors will evaluate the depth of disclosure, relative pay outcomes, and the extent of prior engagement when considering their vote.

This ordinary resolution asks shareholders to receive and adopt the Company’s audited UK statutory accounts and accompanying directors’ and auditors’ reports for the 2025 financial year — a standard requirement under English company law. Adoption confirms shareholders have been given the opportunity to review and question management regarding the statutory financial statements and provides formal ratification of the published accounts. The Board recommends FOR because the accounts were prepared in accordance with applicable accounting standards, audited by PwC-UK, and reviewed by the Audit and Compliance Committee which recommended their inclusion in the annual report. Shareholders concerned about financial reporting quality should review the Audit and Compliance Committee report and auditor’s opinion; any material issues would be disclosed in those sections. While largely procedural, the vote is an important part of statutory governance and transparency and can prompt questions from investors about accounting policies or risk disclosures. Passing the resolution does not limit shareholders’ rights to raise concerns or request further information as permitted by law. The Board expects the ordinary resolution to be approved in the normal course.

This routine ordinary resolution asks shareholders to delegate to the Board and/or Audit and Compliance Committee the authority to determine the remuneration of PwC‑UK for its role as statutory auditor under the Companies Act. Management seeks this delegation because it is standard UK practice to allow the Committee to negotiate and approve auditor fees subject to oversight rather than fixing them at the general meeting, providing efficiency and flexibility in responding to audit scope and market pricing. Shareholders should note this is a procedural vote and does not affect the auditor appointment itself; the Audit and Compliance Committee retains responsibility for assessing auditor independence, performance, and value for money. The Board recommends FOR, pointing to the Committee’s direct engagement with the auditor on audit scope, fees, and non‑audit services under an approved pre‑approval policy. Investors should consider whether disclosed audit fees and non‑audit service limits (reported elsewhere in the proxy) are consistent with preserving auditor independence. Approving the resolution aligns with common corporate governance practice and allows timely fee arrangements to be completed post‑appointment.