Smith & Nephew PLC — AGM Information 2015

Apr 9, 2015

Smith & Nephew plc

Certified Copy of the Special Business approved on a poll at the Annual General Meeting held on 9 April 2015

• 1. That, subject to the passing of resolution 16, the Directors be and are hereby authorised, pursuant to sections 570(1) and 573 of the Act, to allot equity securities (as defined in section 560 of the Act) in the Company for cash, either pursuant to the authority granted by resolution 16 and/or through the sale of treasury shares, as if section 561 of that Act did not apply to any such allotment or sale, provided such power be limited:
• to the allotment of equity securities and/or sale of treasury shares in connection with $(a)$ 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 and/or sale of treasury shares up to an aggregate nominal amount of US\$8,955,978 provided that such authorisation shall expire at the conclusion of the Annual General Meeting of the Company in 2016 or on 30 June 2016, whichever is the earlier (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). However, if the Company before such authority expires, makes any offer or agreement which would or might require equity securities to be allotted after this authority expires, the Directors may allot securities in pursuance of any 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:
• the maximum number of Ordinary Shares which may be purchased is 89,559,788 $(a)$ representing approximately 10% of the issued ordinary share capital (excluding treasury shares) as at 23 February 2015 (the latest practicable date prior to publication of this notice);
• the minimum price that may be paid for each ordinary share is 20 US cents which $(b)$ 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);

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• $(d)$ unless previously renewed, varied or revoked by the Company at a General Meeting, this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2016 or on 30 June 2016, 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.

Certified as a true copy

Vickle Grady Deputy Company Secretary