Smiths Group PLC

AGM Information • Nov 13, 2019

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

Resolutions passed on 13 November 2019

At the Company's Annual General Meeting which was duly convened and held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ on Wednesday, 13 November 2019, the following resolutions were passed.

Resolution 16 was passed as an ordinary resolutions 17 to 20 were passed as special resolutions.

Authority to allot shares

Resolution 16. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

• (a) up to an aggregate nominal amount of £49,522,883; and
• (b) comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £49,522,883 in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Act and to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 January 2021 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to be granted to subscribe for or convert any security into shares after the authority ends.

For the purposes of this Resolution 'rights issue' means an offer to:

• (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• people who are holders of other equity securities if this is required by ﮭ the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Disapplication of pre-emption rights

Resolution 17. That, if Resolution 16 above is passed, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006) (the Act)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the

Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

• (a)
• (b) than under paragraph (a) above) up to a nominal amount of £7,428,432,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2021 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

• 'rights issue' has the same meaning as in Resolution 16 above; (a)
• 'pre-emptive issue' means an offer of equity securities open for (b) acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
• references to an allotment of equity securities shall include a sale of (c) treasury shares; and
• (d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Resolution 18. That, if Resolution 16 is passed, the Directors be authorised in addition to any authority granted under Resolution 17 to allot equity securities (as defined in the Companies Act 2006 (the Act)) for cash under the authority given by Resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,428,432; and
• (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2021 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Purchase of own shares

Resolution 19. That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the Companies Act 2006 (the Act) to make market purchases (as defined in Section 693 of the Act) of ordinary shares of 37.5p 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 39,618,307:
• the minimum price which may be paid for each share is 37.5p; (b)
• the maximum price (exclusive of expenses) which may be paid for an (C) | ordinary share shall not be more than the higher of: (i) an amount equal to 105% of the average middle market quotations for an ordinary share, 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 as derived from the London Stock Exchange Trading System ('SETS');
• (d) Meeting of the Company or, if earlier, the close of business on 31 January 2021; 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 partly after the expiry of this authority.

Notice of general meetings

Resolution 20. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By Order of the Board

Matthew Whyte

Deputy Company Secretary 13 November 2019