Smiths Group plc (the 'Company') Company number: 00137013

Resolutions passed on 17 November 2021

At the Company's General Meeting which was duly convened and held at Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR on Wednesday, 17 November 2021, the following ordinary resolutions were passed:

1. THAT:

the proposed sale by Smiths Group plc (the "Company"), through its whollyowned subsidiary Smiths Group International Holdings Limited ("SGIHL" or the "Seller"), of Smiths Medical 2020 Limited to ICU Medical, Inc. (the "Purchaser") (the "Sale"), on the terms and subject to the conditions contained in the sale and purchase agreement dated 27 September 2021 (as amended, modified, restated or supplemented from time to time) entered into between the Seller and the Purchaser in connection with the Sale (the "Sale and Purchase Agreement"), as described in more detail in the circular sent to shareholders dated 29 October 2021 and the associated and ancillary arrangements related thereto (including the terms of the shareholders' agreement to be entered into between SGIHL and the Purchaser in connection with the Sale) be and are hereby approved for the purposes of Chapter 10 of the Listing Rules of the Financial Conduct Authority, and that each and any of the directors of the Company (the "Directors") and the secretary of the Company (or a duly authorised committee of the Directors) be and are hereby authorised to:

(a) take all such steps, execute all such agreements and make all such arrangements as may seem to them necessary, expedient, appropriate or desirable for the purpose of giving effect to, or otherwise in connection with, this resolution, the Sale, the Sale and Purchase Agreement and/or the associated and ancillary agreements and arrangements relating thereto; and
(b) agree and make such modifications, variations, revisions, waivers, extensions, additions and/or amendments in relation to any of the foregoing (provided that such modifications, variations, revisions, waivers or amendments are not material for the purposes of Listing Rule 10.5.2) as they may in their absolute discretion think necessary, expedient, appropriate or desirable.

2. THAT:

the Company be and is hereby generally authorised for the purposes of section 701 of the Companies Act 2006 to apply an amount not exceeding £742,000,000 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 37.5 pence each in the capital of the Company on such terms and in such manner as the Directors may determine, provided that:

(a) the maximum number of shares which may be purchased is 59,435,913;
(b) the maximum price (exclusive of expenses) which may be paid for each share shall not be more than the higher of:
(i) an amount equal to 105 per cent. of the average middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days prior to the day on which the ordinary share is purchased; and
(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
(c) the minimum price (not including expenses) the Company can pay for each ordinary share is the nominal value of each ordinary share;
(d) this authority shall expire on 31 July 2024; and
(e) a contract for the purchase of shares under this authority may be made before the expiry of this authority and concluded wholly or in part after the expiry of this authority.

This authority shall be in substitution for and will supersede any previous general authorities conferred on the Company (including, for the avoidance of doubt, any general authority conferred on the Company by Shareholders at the AGM), and, for previous authorities, is without prejudice to any market purchases already made or agreed to be made pursuant to such authorities. This authority is in addition to any future general authorities conferred on the Company from time to time in accordance with section 701 of the Companies Act 2006.

By Order of the Board

M Whyte

Matthew Whyte Company Secretary 18 November 2021

2021 GM - Resolutions for filing (NSM & CH).DOC

Final Audit Report 2021-11-18

Created:	2021-11-18
By:	Laura MacAndrews ([email protected])
Status:	Signed
Transaction ID:	CBJCHBCAABAAqlqEX6gb9rMIFgRso3etKK0wcmb4Nm66