Smiths Group PLC

Proxy Solicitation & Information Statement • Oct 19, 2021

NOTICE OF AVAILABILITY – IMPORTANT PLEASE READ CAREFULLY.

You can now access the 2021 Annual Report and Accounts and Notice of Annual General Meeting 2021 ('Notice of AGM') at www.smiths.com. You can submit your proxy instruction online at www.sharevote.co.uk using the details on the form of proxy below.

You are advised to read the Notice of AGM before deciding how to vote. It is also recommended that you read the 2021 Annual Report and Accounts.

Annual General Meeting ('AGM') – 17 November 2021 at 11.30am

To be at held Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR

If you come to the Meeting, please bring this card with you. It is evidence of your right to attend, speak and vote at the Meeting and will help you gain admission as quickly as possible. Please also see overleaf. Please retain this card until the close of the Meeting or any adjournment of the Meeting.

Voting ID Task ID Shareholder Reference Number (SRN) 0282-0145 + +

You can appoint and register your proxy vote electronically at www.sharevote.co.uk using the numbers above. Alternatively, complete this proxy form and return it in the enclosed reply-paid envelope. Before completing this proxy form, please read the explanatory notes overleaf.

Proxy form

I/We, the undersigned, being a member of Smiths Group plc (the "Company"), hereby appoint the Chairman of the Meeting* as my/our proxy to attend, speak and vote (see notes overleaf) on my/our behalf at the AGM of the Company to be held on 17 November 2021 and at any adjournment thereof.

In relation to the resolutions set out in the Notice of AGM, I/we desire my/our proxy to vote on the resolutions proposed at the AGM as indicated below.

Note if you do not indicate your voting instructions below, your proxy will vote or withhold the vote at his/her discretion on the resolutions specified below and, unless instructed otherwise, on any other business (including amendments to resolutions and adjournment resolutions) which may come before the AGM. If you withhold from voting on any resolution(s) your vote will not be counted in the calculation of the proportion of votes 'For' and 'Against' the resolution(s).

*If you want to appoint someone else as proxy, delete 'the Chairman of the Meeting' above and insert in the box below the name of the proxy preferred (see Note 1).

Name of proxy

Number of shares on which authorised to vote	Multiple proxies appointed (see Note 3)

Please indicate your vote by marking the 'For' or 'Against' or 'Vote withheld' boxes inblack ink like this:

• 1. Receipt of Report and Accounts
• 1. Approval of the Directors' Remuneration Policy
• 1. Approval of Directors' Remuneration Report
• 1. Declaration of a final dividend
• 1. Election of Paul Keel as a Director
• 1. Re-election of Sir George Buckley as a Director
• 1. Re-election of Pam Cheng as a Director
• 1. Re-election of Dame Ann Dowling as a Director
• 1. Re-election of Tanya Fratto as a Director
• 1. Re-election of Karin Hoeing as a Director
• 1. Re-election of William Seeger as a Director 12. Re-election of Mark Seligman as a Director
• 1. Re-election of John Shipsey as a Director
• 1. Re-election of Noel Tata as a Director
• 1. Re-appointment of KPMG LLP as auditors
• 1. Authorise Audit & Risk Committee to
• determine auditors' remuneration
• 1. Authority to allot shares
• 1. Authority to disapply pre-emption rights
• 1. Additional authority to disapply pre-emption rights
• 1. Authority to make market purchases of shares
• 1. Authority to call general meetings other than Annual General Meetings on not less than 14 clear days' notice
• 1. Authority to make political donations and expenditure

Signature Date

Resolutions For Against Vote withheld

Detach here

e
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2021

Explanatory notes to the proxy form

• 1. Every shareholder has the right to appoint some other person(s) of his or her choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights to attend, speak and vote at the meeting. If you wish to appoint a person other than the Chairman of the Meeting, please insert the name of your chosen proxy holder in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter, in the box provided the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the Notice of AGM and the explanatory notes. If you have not given specific instructions on how your proxy should vote in respect of any resolution, your proxy will have discretion as to whether, and how to vote on that resolution, in respect of the shares in relation to which they are authorised to act as your proxy. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting.
• 1. The proxy form gives your proxy or proxies full rights to attend, speak, vote and submit questions on their behalf at the AGM. If you wish to restrict the rights of the Chairman of the Meeting as your proxy, please cross out either or both of the words 'speak' and 'vote' in the first paragraph of the proxy form, as you feel appropriate.
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's UK helpline on 0371 384 2008 or the overseas helpline on +44 121 415 7130 or you may photocopy this form. Please indicate in the box provided in this form the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope. Please note that if multiple proxies are appointed, each proxy may only be appointed to exercise the rights attached to a different share or shares held by the appointing shareholder.
• 1. The 'Vote withheld' boxes are provided to enable you to withhold your vote on any particular resolution. You should note, however, that a 'Vote withheld' is not a vote in law and will not be counted in determining the proportion of votes cast 'For' and 'Against' a resolution on a poll.
• 1. Paper proxy forms must be received at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 48 hours before the AGM to be effective (i.e. before 11.30am on 15 November 2021). If the proxy form is signed by someone else on your behalf, his or her authority to sign must be returned with the proxy form. In the case of a corporation, the appointment of a proxy must be executed either under its common seal or by a duly authorised officer or agent. In the case of joint holders, any holder may sign. The vote of a more senior joint holder on the Register will be accepted to the exclusion of a junior joint holder. For this purpose, the order in which the names of the joint holders are recorded in the register of members will determine seniority.
• 1. Only those shareholders registered in the register of members of the Company at 6.30pm on 15 November 2021 (or, in the event of any adjournment, 6.30pm on the date which is two days before the time of the reconvening adjourned meeting) shall be entitled to vote at the AGM in respect of the number of shares registered in their respective names at that time. Changes to entries on the register after the relevant deadline shall be disregarded in determining the rights of any person voting at the AGM.
• 1. Information on appointing and registering your proxy vote electronically or through CREST is contained in the notes to the Notice of AGM.
• 1. Completion of a proxy form (or submission of an electronic proxy appointment) does not prevent a shareholder attending and voting in person at the AGM if he or she wishes to do so. In such circumstances, any appointment of a proxy would be automatically revoked.
• 1. You can change your proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time has passed will be disregarded. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If it cannot be determined which proxy form
• was received last, none of the forms shall be treated as valid in respect of the relevant shares. 10. You may not use any electronic address or telephone number provided either on the proxy form, in these explanatory notes, in the Notice of AGM or in any related documents to communicate with the Company for any purposes other than those expressly stated.

Further information about the AGM

If you would like to view the meeting electronically, please follow the instructions on pages 11 and 12 of the Notice of Meeting. You will require the following details:

Meeting ID: 143-617-863

SRN: Shareholder Reference Number (SRN)

PIN: First and last two digits of your SRN

To view the AGM remotely and submit questions, you will need to log into the meeting via the website 'https://web.lumiagm.com'. You will need the Meeting ID, your SRN andPIN. Further details regarding the webcast and how to view the AGM remotely is set out in the Notice of AGM.

If you have appointed a proxy or corporate representative they will need their own username and password which can be obtained by contacting the Company's registrar before 11.30am on 16 November 2021 on 0371 384 2008 (or +44 121 415 7130 if you are calling from outside the UK).

Security

Please bring this card as well as some form of personal identification to the Meeting. On entry, bag checks may be carried out. We encourage arrival in time to allow for security checks.