LivaNova : 2022 Proxy Statement and Notice of Annual General Meeting

2022 Proxy Statement

NOTICE OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that the 2022 Annual General Meeting (the "AGM") of Shareholders of LivaNova PLC, a public limited company having its registered office at 20 Eastbourne Terrace, London W2 6LG, United Kingdom and incorporated in England and Wales with company number 09451374 ("LivaNova" or the "Company"), will be held as follows:

Date and Time:

Virtual Meeting Site: Shareholders Eligible to Attend:Monday, June 13, 2022 3:00 pm British Summer Time/10:00 am Eastern Timewww.meetnow.global/M4X7X6Q

Shareholders of record at the close of The Nasdaq Stock Market LLC exchange on April 22, 2022 (the "Record Date") may attend the meeting. If you plan to attend the meeting, please follow the registration instructions as outlined in this proxy statement. The meeting is a virtual meeting; no physical meeting will be held.

A member who is entitled to attend and vote is entitled to appoint another person as a proxy to exercise all or any of his/her rights to attend, speak and vote at the meeting on his/her behalf in respect of the ordinary shares with nominal value £1 per share (each, an "Ordinary Share") held by him/her.

For information on attending and voting at the meeting and appointing a proxy, see our Frequently Asked Questions about the AGM.

Number of Votes Outstanding:

The Company only has one class of voting share, being the Ordinary Shares. At April 22, 2022, there were 53,440,063 Ordinary Shares in issue and entitled to vote, each carrying one vote.

ITEMS OF BUSINESS AND BOARD VOTING RECOMMENDATIONS

Board Voting

No.	Proposed Resolution	Recommendations
1	Ordinary Resolution: To elect, by separate resolutions, each of the	For (in respect of
following nine (9) directors for a term expiring at the AGM to be held in	each nominee)
2023:

• a. Francesco Bianchi

• b. Stacy Enxing Seng

• c. William Kozy

• d. Damien McDonald

• e. Daniel Moore

• f. Dr. Sharon O'Kane

• g. Andrea Saia

• h. Todd Schermerhorn

• i. Peter Wilver

• 2 Ordinary Resolution: To approve, on an advisory basis, the Company's compensation of its named executive officers ("US Say-on-Pay").

  For

• 3 Ordinary Resolution: To ratify the appointment of PricewaterhouseCoopers LLP, a Delaware limited liability partnership ("PwC-US"), as the Company's independent registered public accounting firm.

  For

• 4 Ordinary Resolution: To approve the LivaNova PLC 2022 Incentive Award Plan and the French sub-plan thereof.

  For

• 5 Ordinary Resolution: To generally and unconditionally authorize the directors, for the purposes of section 551 of the Companies Act 2006 (the "Companies Act") to exercise all 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 up to an aggregate nominal amount of £17,635,220,

  For

  provided that:

  • (A) (unless previously revoked, varied or renewed by the Company) this authority will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this authority expires, make offers or agreements which would or might require shares in the Company to be allotted, or rights to subscribe for, or convert securities into, shares to be granted, after its expiry and the directors may allot shares or grant rights to subscribe for, or convert securities into, shares pursuant to such offers or agreements as if this authority had not expired, and

  • (B) this authority replaces all subsisting authorities previously granted to the directors for the purposes of section 551 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made under such authorities.

• 6 Special Resolution: Subject to the passing of resolution 5 and in accordance with sections 570 and 573 of the Companies Act, to empower the directors generally to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority conferred by resolution 5, and/or to sell ordinary shares (as defined in section 560 of the Companies Act) held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act (existing shareholders' pre-emption rights) did not apply to any such allotment or sale, provided that this power is limited to the allotment of equity securities or sale of treasury shares for cash:

  For

  (a) up to an aggregate nominal amount of £2,672,003 for any purpose; and

  (b) (in addition to the amount set out under (a) above), up to an aggregate nominal amount of £2,672,003 to be used only for the purposes of financing an acquisition or other capital investments,

provided that:

(A) (unless previously revoked, varied or renewed by the Company) this power will expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on the date that is fifteen (15) months after the date on which this resolution is passed, save that the directors may, before this power expires, make offers or agreements which would or might require equity securities to be allotted and/or treasury shares to be sold after its expiry and the directors may allot equity securities and/or sell treasury shares pursuant to such offers or agreement as if this power had not expired; and

(B) this power replaces (except for any power conferred by resolution 5)

all subsisting powers previously granted to the directors for the purposes of section 570 of the Companies Act which, to the extent unused at the date of this resolution, are revoked with immediate effect, without prejudice to any allotment of equity securities already made, offered or agreed to be made under such powers.

• 7 Ordinary Resolution: To approve, on an advisory basis, the United Kingdom ("UK") directors' remuneration report in the form set out in the Company's UK annual report (the "UK Annual Report") for the period ended December 31, 2021.

  For

• 8 Ordinary Resolution: To approve the directors' remuneration policy contained in the directors' remuneration report as set forth in the UK Annual Report.

  For

• 9 Ordinary Resolution: To receive and adopt the Company's audited UK statutory accounts for the year ended December 31, 2021, together with the reports of the directors and auditors thereon.

  For

• 10 Ordinary Resolution: To re-appoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England ("PwC-UK"), as the Company's UK statutory auditor.

  For

• 11 Ordinary Resolution: To authorize the directors and/or the Audit and Compliance Committee to determine the remuneration of the Company's UK statutory auditor.

ForSection 527 Notice - Website Materials

Under section 527 of the Companies Act, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or section 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.

This notice and proxy statement is being mailed or made available to shareholders on April 29, 2022.

By order of the Board of Directors,

Keyna P. Skeffington

Senior Vice President,

General Counsel and Company Secretary London, United Kingdom

April 29, 2022

Important Notice Regarding the Availability of Proxy Materials for the AGM to be held on June 13, 2022. The Notice of Meeting, Proxy Statement, Annual Report on Form 10-K and UK Annual Report are available free of charge atwww.livanova.com. All website addresses given in this document and proxy statement are for informational purposes only and are not intended to be an active link or to incorporate any website information into this document or the proxy statement.

PLEASE VOTE. YOUR VOTE IS IMPORTANT TO US.