LivaNova : Supplement to the 2024 Proxy Statement and Notice

LivaNova PLC

20 Eastbourne Terrace

London W2 6LG, United Kingdom

Supplement to the Proxy Statement and Notice

for the 2024 Annual General Meeting of Shareholders

to be held Tuesday, June 11, 2024

On April 26, 2024, LivaNova PLC (the "Company") filed its definitive proxy statement and notice of Annual General Meeting (the "Proxy Statement") with the Securities and Exchange Commission ("SEC") in connection with the Company's 2024 Annual General Meeting of Shareholders ("AGM") to be held on June 11, 2024. Subsequent to that date, the Company determined that it had inadvertently omitted a required proposal to shareholders related to the frequency of future advisory votes regarding the compensation of the Company's named executive officers. This Supplement has been prepared to provide our shareholders with information regarding a new Proposal No. 12, a non-binding, advisory vote regarding the frequency with which the Company's shareholders shall have the advisory, non-bindingsay-on-pay vote on compensation paid to its named executive officers.

This Supplement is being furnished to our shareholders of record at the close of business on April 15, 2024, the record date for the determination of shareholders entitled to attend the AGM. This Supplement supplements and amends the Proxy Statement, dated April 26, 2024, previously made available to our shareholders. This Supplement does not provide all of the information that is important to your decision at the AGM. Additional information is included in the Proxy Statement that was previously made available to our shareholders. We encourage you to carefully read this Supplement together with the Proxy Statement.

We urge shareholders of record to vote on Proposals 1 through 12 by following the methods described in the Proxy Statement. Please note that, if you vote again, it will revoke all proxies previously submitted. Accordingly, it is important to indicate your vote on each proposal.

If you are a shareholder of record and you execute and return a new proxy but do not give instructions, your proxy will be voted "FOR" all nominees set forth in Proposal 1, "FOR" Proposals 2-11 and "1 YEAR" for Proposal 12.

If you have already voted and do not take further action, your previously submitted proxy will be voted at the AGM with respect to Proposals 1-11 but will not be counted in determining the outcome of Proposal 12.

Except for the addition of Proposal No. 12, this Supplement does not modify, amend, supplement or otherwise affect any matter presented for consideration in the Proxy Statement.

Proposal No. 12 - Advisory (Non-Binding) Vote to Approve Executive Compensation (Say on Pay)

In addition to providing shareholders with the opportunity to cast a "say on pay" advisory vote on the compensation of our Named Executive Officers ("NEOs") (see Proposal No. 2), in accordance with SEC rules, we are also providing our shareholders with the opportunity to indicate how frequently we should seek an advisory vote on the compensation of our NEOs in the future. This non-binding, advisory vote is commonly referred to as a "Say-on-Frequency" vote. Under this proposal, our shareholders may indicate whether they would prefer to have an advisory vote on executive compensation every 1 year, 2 years, or 3 years. The Compensation and Human Capital Management Committee and the Board believe that the advisory vote on executive compensation should be conducted every year because it will enable our shareholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our proxy statement, leading to more meaningful and timely communication between us and our shareholders on the compensation of our NEOs. You may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: "1 year," "2 years," "3 years," or "abstain." The Say-on-Frequency vote is advisory, and therefore not binding on us, the Board, or the Compensation and Human Capital Management Committee. That said, the Board and the Compensation and Human Capital Management Committee value the opinions expressed by shareholders in their vote on this proposal and will consider the option that receives the most votes in determining the frequency of future advisory votes on compensation of our NEOs.

Vote Required:

The advisory vote regarding the frequency of the shareholder vote described in this proposal shall be determined by the option (every 1 year, 2 years or 3 years) receiving the most votes. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Broker non-votes will have no effect on this proposal as the matter is considered non-routine and brokers are not entitled to vote on such proposals in the absence of voting instructions from the beneficial owner.

Board Recommendation:

The Board recommends shareholders vote for a frequency of every "1 Year."