Smith & Nephew PLC — AGM Information 2011

Feb 24, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the resolutions to be voted on at the Company's annual general meeting to be held on Thursday, 14 April 2011 at 2.00 pm. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (or, if you are resident outside the United Kingdom, an appropriately qualified independent financial adviser). If you have sold or transferred all of your shares in Smith & Nephew plc please forward this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Smith & Nephew plc T +44 (0) 207 401 7646 15 Adam Street F +44 (0) 207 930 3353 London WC2N 6LA www.smith-nephew.com

24 February 2011

Dear Shareholder

Annual General Meeting 2011

The Annual General Meeting of Smith & Nephew plc (the "Company") is to be held on Thursday, 14 April 2011, at The Royal Society, 6-9 Carlton House Terrace, London SW1Y 5AG. The meeting will commence at 2.00 pm. Notice of the Annual General Meeting is contained on pages 2 and 3 of this document and a detailed explanation of the business to be conducted at the meeting, can be found on pages 6 to 8.

Shareholder Communications

If you have not informed us that you wish to receive shareholder documentation by post, a copy of the Annual Report is available on our website at www.smith-nephew.com/annualreport. Holders of Ordinary shares who wish to receive a printed copy of the Annual Report should contact the Company's registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK. ADR holders who wish to receive a printed copy of the Annual Report should contact The Bank of New York Mellon at +1-800-555-2470.

Please note that with effect from 2012 we will only automatically send shareholders a hard copy of the notice of meeting if they have elected to receive printed documents.

Directors

As announced on 10 February 2011 David Illingworth has decided to retire as Chief Executive of Smith & Nephew plc and will therefore not seek re-election as a director at the annual general meeting. In his time as Chief Executive the Company has achieved strong revenue growth, significant margin improvement and compound annual growth in EPSA of 13%. We are, of course, very sorry that Dave has decided to retire and we wish him well for the future.

Olivier Bohuon will join the Board as an Executive Director on 1 April 2011 and subject to re-election at the annual general meeting will be appointed as Chief Executive Officer with effect from 14 April 2011. Olivier has had a highly successful career in the pharmaceutical industry and his global experience in healthcare makes him highly qualified to take the Company forward, building on the strong momentum of the Group.

In accordance with the Corporate Governance Code all directors will stand for re-election at the 2011 annual general meeting. Accordingly, as part of the ordinary business of the meeting, resolutions 4 to 13 are to reappoint directors. Biographical details of the directors are included in the notes to the Notice of Meeting. I am happy to confirm that, following performance evaluation, it is the opinion of the Board that as Chief Financial Officer Adrian Hennah should remain a member of the Board. The Board considers that each non executive director remains independent and as such proposes their re-election. The Board also recommended my seeking re-election as a director.

The Board recommends voting in favour of all the resolutions proposed as, in the Board's opinion, all resolutions are in the best interests of shareholders.

We look forward to seeing you at the annual general meeting. If you are not able to come to the meeting in person, your vote is still important to us and I would urge you to register your proxy appointment electronically via our registrar's website at www.sharevote.co.uk by 2.00 pm on Tuesday, 12 April 2011.

Yours sincerely

John Buchanan Chairman

Notice of Annual General Meeting

Notice is hereby given that the seventy fourth annual general meeting of the members of Smith & Nephew plc will be held on Thursday, 14 April 2011 at 2.00 pm at The Royal Society, 6-9 Carlton House Terrace, London, SW1Y 5AG, when the resolutions set out below will be proposed. Voting on all resolutions will be by way of poll.

Ordinary business

• 1. To receive and adopt the audited accounts for the year ended 31 December 2010 together with the reports of the directors and auditors thereon.
• 1. To approve the remuneration report of the directors for the year ended 31 December 2010.
• 1. To declare a final dividend of US¢9.82 per ordinary share in respect of the year ended 31 December 2010 payable on 19 May 2011 to shareholders on the register of the Company at the close of business on 3 May 2011.
• 1. To re-elect Ian E Barlow as a director of the Company.
• 1. To re-elect Prof. Geneviève B. Berger as a director of the Company.
• 1. To re-elect Olivier Bohuon as a director of the Company.
• 1. To re-elect John Buchanan as a director of the Company.
• 1. To re-elect Adrian Hennah as a director of the Company.
• 1. To re-elect Dr. Pamela J Kirby as a director of the Company.
• 1. To re-elect Brian Larcombe as a director of the Company.
• 1. To re-elect Joseph C Papa as a director of the Company.
• 1. To re-elect Richard De Schutter as a director of the Company.
• 1. To re-elect Dr. Rolf WH Stomberg as a director of the Company.
• 1. To re-appoint Ernst & Young LLP as auditors of the Company.
• 1. To authorise the directors to determine the remuneration of the auditors of the Company.
• 1. To authorise the directors generally and unconditionally for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company: up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of \$59,472,786.

Such authorisation shall expire at the conclusion of the annual general meeting of the Company in 2012 or 13 July 2012, whichever is earlier (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired).

Special business

To consider and, if thought fit, pass the following resolutions as special resolutions:

• 1. THAT, subject to the passing of resolution 16, the Directors be and are hereby given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006, free of the restriction in Section 561(1) of the Companies Act 2006, such power to be limited:
• (a) to the allotment of equity securities in connection with an offer of equity securities to ordinary shareholders (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests

of all Ordinary shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional elements, record dates, legal or practical problems arising in any territory or by virtue of shares being represented by depositary receipts, the requirements of any regulatory body or stock exchange, or any other matter; and

(b) to the allotment (otherwise than under paragraph (a) above) of equity securities up to an aggregate nominal amount of \$9,538,126,

and shall expire at the conclusion of the annual general meeting of the Company on 13 July 2012 if earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

• 1. That the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of 20 US cents each in the capital of the Company on such terms and in such manner as the directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share plans, provided that:
• (a) the maximum number of ordinary shares which may be purchased is 95,381,260 representing approximately 10% of the issued ordinary share capital as at 23 February 2011;
• (b) the minimum price that may be paid for each ordinary share is 20 US cents which amount is exclusive of expenses, if any;
• (c) the maximum price (exclusive of expenses) that may be paid for each ordinary share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) that stipulated by article 5(1) of the EU Buyback and Stabilisation Regulations 2003 (No.2273/2003);
• (d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the annual general meeting of the Company in 2012 or 13 July 2012, whichever is the earlier; and
• (e) the Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.
• 1. That a general meeting of the Company other than an annual general meeting may be held on not less than 14 clear days' notice.

By order of the Board, 24 February 2011.

Susan Henderson Registered office

Company Secretary 15 Adam Street, London WC2N 6LA, UK Registered in England and Wales No. 324357.

Notes

• 1. Only those shareholders on the register of members of the Company as at 6.00 pm on 12 April 2011 will be entitled to attend or vote at the annual general meeting and they may only vote in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 pm on 12 April 2011 will be disregarded in determining the rights of any person to attend or vote at the meeting. A member who is unable to attend the meeting is entitled to appoint one or more proxies (whether members or not) to attend and, on a poll, to vote instead of him. You may register your proxy appointment via our registrar's website at www.sharevote.co.uk. To be effective, the proxy appointment must reach the Company's registrars not later than 2.00 pm on 12 April 2011.
• 1. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. All proxies must be submitted at the office of the registrars not later than 48 hours before the time of the meeting. Completion of a form of proxy will not preclude a member attending and voting in person at the meeting. A form of proxy for the meeting is enclosed, if you require additional forms of proxy, please contact the registrars of the Company on 0871 384 2081 (calls to this number are charged at 8p per minute from a BT landline. Other telephony providers' costs may vary) or +44 (0)121 415 7072 if calling from outside the UK. Lines are open Monday to Friday, 8.30 am to 5.30 pm (UK time).
• 1. Any corporate shareholder may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. CREST members holding their shares in uncertificated form who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the annual general meeting to be held on 14 April 2011 and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be found at www.euroclear.com/ CREST. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or relates to an amendment to the instruction given to a previously appointed proxy, must in order to be valid, be transmitted so as to be received by Equiniti (CREST ID RA19) no later than 2.00 pm on 12 April 2011. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. No messages received through the CREST network after this time will be accepted. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. The Company cannot accept responsibility for loss or damage arising from the opening or use of any emails or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to opening or use. Any electronic communication received by the Company and/or Equiniti, including the lodgement of an electronic form of proxy, that is found to contain a computer virus will not be accepted.
• 1. Any shareholder attending the annual general meeting has the right to ask questions. The Company must cause to be answered any questions relating to the business being dealt with at the meeting unless to do so would interfere with the business of the meeting, be undesirable in the interests of the Company or the good order of the meeting, involve the disclosure of confidential information or if the answer has already been given on the Company's website.
• 1. Shareholders should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required 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 annual general 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 each case) that the members propose to raise at the annual general meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, 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 annual general meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
• 1. A person who is not a shareholder of the Company, but has been nominated by a shareholder to enjoy information rights in accordance with section 146 of the Companies Act 2006 ("nominated person") does not have a right to appoint any proxy. Nominated persons may have a right under an agreement with the shareholder to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights. If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.
• 1. The following documents, which are available for inspection during normal business hours at the registered office of the Company on any weekday (Saturday, Sunday and public holidays excluded), and will also be available for inspection at the place of the annual general meeting from 1.30 pm on the day of the meeting until the conclusion of the meeting:
• i) copies of service contracts and letters of appointment of the directors with the Company;
• ii) the register of interests of the directors in the share capital of the Company; and
• iii) copies of the deeds of indemnity of the directors.
• 1. As at 23 February 2011 (being the last practicable date prior to the publication of this notice) the Company's issued share capital (excluding shares held in Treasury) consists of 892,091,804 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 892,091,804.
• 1. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
• 1. A copy of the Notice of Meeting and other information required by section 311A of the Companies Act 2006 can be found at the Company's website (www.smith-nephew.com/notice).
• 1. As soon as practicable after the annual general meeting the results of the poll (and other information required by Section 341 of the Companies Act 2006) will be announced via a regulated information service and made available on the Company's website (www.smith-nephew.com).

Explanatory Notes

Resolution 1: Report and accounts

This is a standard resolution common to all annual general meetings.

Resolution 2: Directors' remuneration report

All UK listed companies are required to put their directors' remuneration report to shareholders. The full directors' remuneration report can be found on pages 59 to 71 of the 2010 Annual Report.

Resolution 3: Dividend

The proposed dividend is declared as a final dividend and, as such, is dependent on shareholder approval.

Resolutions 4 to 13: Re-election of directors

Under the Company's articles of association directors appointed by the Board are required to submit themselves for re-election at the first annual general meeting following their appointment and, in accordance with the new Corporate Governance Code, with effect from the 2011 annual general meeting each director, except David Illingworth, retires at the annual general meeting and seeks re-election. A retiring director retains office until the meeting appoints someone in his place or, if it doesn't do so, until the conclusion of the meeting.

Ian E. Barlow, Independent non-executive director. Ian was appointed a director on 5 March 2010 and is Chairman of the Audit Committee. He is a non-executive director and Chairman of the Audit Committees of the PA Consulting Group and the Brunner Investment Trust, Chairman of Think London and the Racecourse Association and a non-executive director of Candy & Candy. Previously he was Senior Partner, London at KPMG.

Prof. Geneviève B. Berger, Independent non-executive director. Geneviève was appointed a director on 5 March 2010. She is Chief Research & Development Officer at Unilever plc and NV having previously served as a non-executive director. Previously, she has been Chairman of the Health Advisory Board for the European Commission and a Professor at the University of Paris and Le Pitié-Sapêtrière Teaching Hospital and Director General of the French Centre National de La Recherche Scientifique. Subject to her re-election by shareholders, she will join the Ethics and Compliance Committee on 14 April 2011.

Olivier Bohuon, executive director. Olivier will join the Board on 1 April 2011 and, on re-election at the annual general meeting, will be appointed Chief Executive Officer. He is also a non-executive director of Virbac Group. Olivier joins the Company from Pierre Fabre SA where he was Chief Executive Officer prior to which he was Executive Vice-President at Abbott Laboratories. He has also held senior roles at GlaxoSmithKline plc.

John Buchanan, non-executive Chairman. John was appointed independent non-executive Deputy Chairman in 2005 and became Chairman in April 2006 and is Chairman of the Nominations Committee. He is Deputy Chairman of Vodafone Group Plc and a non-executive director of BHP Billiton. He was formerly Group Chief Financial Officer of BP plc.

Adrian Hennah, Chief Financial Officer, joined the Group and was appointed a director in June 2006. He was previously Chief Financial Officer of Invensys plc and held various senior positions with GlaxoSmithKline plc. Adrian will be appointed as a member of the Supervisory Board of Reed Elsevier NV and as a non-executive director of Reed Elsevier PLC, subject to shareholder approval at their respective Annual General Meetings, on 19 and 20 April 2011.

Dr. Pamela J. Kirby, Independent non-executive director. Pamela was appointed a director in March 2002 and is a member of the Remuneration and Ethics and Compliance Committees. She is non-executive Chairman of Scynexis Inc and a non-executive director of Informa plc, Novo Nordisk A/S and Victrex plc. Subject to her re-election by shareholders, she will be appointed Chairman of the Ethics and Compliance Committee on 14 April 2011.

Brian Larcombe, Independent non-executive director. Brian was appointed a director in March 2002 and is a member of the Audit and Remuneration Committees. He is a non-executive director of gategroup Holding AG and Incisive Media Holdings Limited. Previously he was Chief Executive Officer of 3i Group plc.

Joseph C. Papa, Independent non-executive director. Joe was appointed a director in August 2008 and is a member of the Ethics and Compliance, Audit and Remuneration Committees. He is Chairman and Chief Executive of Perrigo Company. Previously he was Chairman and Chief Executive Officer of the Pharmaceutical and Technology Services segment of Cardinal Health Inc., and President and Chief Operating Officer of Watson Pharmaceuticals Inc. Subject to his re-election by shareholders, he will be appointed Chairman of the Remuneration Committee on 14 April 2011.

Richard De Schutter, Independent non-executive director. Richard was appointed a director in January 2001 and is Chairman of the Ethics and Compliance Committee and a member of the Audit, Nominations and Remuneration Committees. He is nonexecutive Chairman of Incyte Corporation and a non-executive director of Navicure Inc. and Slate Pharmaceuticals. Subject to his re-election by shareholders, he will be appointed Senior Independent Director and cease to be Chairman of the Ethics and Compliance Committee on 14 April 2011.

Dr. Rolf W. H. Stomberg, Independent non-executive director and Senior Independent Director. Rolf was appointed a director in 1998 and is Chairman of the Remuneration Committee and a member of the Audit and Nominations Committees. He is Chairman of Lanxess AG and a non-executive director of Hoyer GmbH, Biesterfeld AG and Severstal OAO. He will cease to be Senior Independent Director and Chairman of the Remuneration Committee on 14 April 2011.

Resolutions 14 and 15: Reappointment and remuneration of auditors

Resolution 14 proposes the reappointment of Ernst & Young LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the Company. Resolution 15 proposes that their remuneration be determined by the directors.

Resolution 16: General authority to allot shares

Resolution 16 seeks to renew the directors' general authority to allot shares up to an aggregate nominal amount of US\$59,472,786 as permitted by the Company's articles of association and pursuant to the provisions of section 551 of the Companies Act 2006. This amount is equivalent to 297,393,934 shares and represents approximately one-third of the nominal amount of the issued share capital (excluding treasury shares) as at 23 February 2011 (the latest practicable date prior to publication of this notice). Other than in connection with the Company's various share-based plans for senior executives and employees, the Board has no present intention of allotting any of the unissued and uncommitted authorised share capital.

The authority sought under this resolution will expire at the conclusion of the annual general meeting in 2012 or 13 July 2012 whichever is the earlier.

At 23 February 2011 (the latest practicable date prior to publication of this notice), the Company held 61,720,798 ordinary shares in treasury.

Resolution 17: Disapplication of pre-emption rights

Resolution 17 is a special resolution which seeks to renew the directors' power to allot shares or grant rights over shares or sell treasury shares where they propose to do so for cash and otherwise than to existing shareholders pro rata to their holdings as permitted by the Company's articles of association. Apart from rights issues, the power will be limited to the issue of shares and treasury shares for cash up to an aggregate nominal value of US\$9,538,126 (being 5% of the issued ordinary share capital at 23 February 2011, the latest practicable date prior to publication of this notice). If given, this authority will expire on 13 July 2012 or at the conclusion of the annual general meeting in 2012, whichever is the earlier. The directors, in any three year period, will not issue more than 7.5% of the issued share capital on a non pre-emptive basis in accordance with the Pre-Emption Group Statement of Principles.

The board will continue to seek to renew this authority at each annual general meeting in accordance with best practice.

Resolution 18: Purchase of own shares

Resolution 18 is a special resolution. In November 2008 the Company announced the suspension of the share buyback programme. Although there is no current intention to re-instate the programme the Company is seeking approval of the renewal of the general authority from shareholders to purchase the Company's own shares. In resuming purchasing the Company's shares, the directors will consider effects on earnings per share and the benefits for shareholders generally. Any shares purchased by the Company will either be cancelled immediately and the number of shares in issue will be reduced accordingly, or held as treasury shares in accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 for re-sale, transfer for use with the Company's employee share plans or for cancellation. As at 23 February 2011 (the latest

practicable date prior to publication of this notice) 61,720,798 ordinary shares are held in treasury. The holding of shares as treasury shares provides the Company with additional flexibility in the management of its capital base. The resolution specifies the maximum number of shares which may be purchased and the maximum and minimum prices at which they may be bought. The purchase of shares by the Company under this authority would be effected by purchases in the market.

As at 23 February 2011 (the latest practicable date prior to publication of this notice), the total number of options over shares that were outstanding under all of the Company's share option plans was 27,428,222, which if exercised would represent 2.9% of the Company's issued share capital at that date. If the Company were to purchase its own shares to the fullest possible extent of its authority from shareholders (existing and being sought), this number of outstanding options could potentially represent 3.2% of the issued share capital of the Company. There are no warrants outstanding.

Resolution 19: Notice period for general meetings other than the annual general meeting

Resolution 19 is required to reflect the implementation of the Companies (Shareholders' Rights) Regulations 2009 which increased the notice period for general meetings of the Company to 21 days.

Until the coming into force of the Companies (Shareholders' Rights) Regulations 2009 on 3 August 2009, the Company was able to call general meetings other than an annual general meeting on at least 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, Resolution 19 seeks the necessary shareholder approval. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

Note that the changes to the Companies Act 2006 mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.