Smith & Nephew PLC — Proxy Solicitation & Information Statement 2014

Mar 6, 2014

Form of Proxy

VOTING ID

TASK ID

SHAREHOLDER REFERENCE NUMBER

+

I/We, the undersigned, being a member/members of Smith & Nephew plc, hereby appoint the duly appointed Chairman of the meeting (see note 1) as my/our proxy, to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 10 April 2014 at No. 11, Cavendish Square, London W1G 0AN (the meeting will commence at 2:00 pm) and at any adjournment thereof.

Name of proxy

Please indicate here with an 'X' if this Form of Proxy is one of multiple instructions being given, please refer to the notes section, item 4.

| RESOLUTIONS
(TICK BOX, AS APPROPRIATE) | FOR | AGAINST | VOTE
WITHHELD |
| --- | --- | --- | --- |
| ORDINARY RESOLUTIONS | | | |
| 1 To receive and adopt
the audited accounts | ☐ | ☐ | ☐ |
| 2 To approve the Directors'
Remuneration Policy | ☐ | ☐ | ☐ |
| 3 To approve the Directors'
Remuneration Report
(excluding Policy) | ☐ | ☐ | ☐ |
| 4 To declare a final dividend | ☐ | ☐ | ☐ |
| ELECTION AND RE-ELECTION OF DIRECTORS | | | |
| 5 Ian Barlow | ☐ | ☐ | ☐ |
| 6 Olivier Bohuon | ☐ | ☐ | ☐ |
| 7 The Rt. Hon Baroness
Virginia Bottomley | ☐ | ☐ | ☐ |
| 8 Julie Brown | ☐ | ☐ | ☐ |
| 9 Michael Friedman | ☐ | ☐ | ☐ |
| 10 Pamela Kirby | ☐ | ☐ | ☐ |
| 11 Brian Larcombe | ☐ | ☐ | ☐ |
| 12 Joseph Papa | ☐ | ☐ | ☐ |
| 13 Roberto Quarta | ☐ | ☐ | ☐ |

Date:

2014

Signature(s) or Common Seal (see note 2)

0530-074-S

Attendance Card

Please bring this card with you if you attend the Annual General Meeting on Thursday, 10 April 2014, 2:00 pm No. 11, Cavendish Square, London W1G 0AN (See map and directions)

Directions

Nearest underground station Oxford Circus (Bakerloo, Central and Victoria lines) Exit 4 (corner near H&M store).

Bus Routes

3, 6, 7, 8, 10, 12, 13, 15, 23, 25, 55, 73, 88, 94, 98, 113, 137, 139, 159, 176, 189, 390, 453, CZ.

Parking

Cavendish Square Car Park, Harley Street Car Park (enter from Chandos Street).

Please use The King's Fund entrance in Deans Mews, off Cavendish Square.

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Smith&nephew

Notes on completing the Form of Proxy

1. A member may appoint a proxy of his or her choice. If a proxy other than the Chairman is preferred, delete the words 'the duly appointed Chairman of the Meeting' and enter the name of your proxy in the space provided. A proxy need not be a member of the Company, but should attend the meeting to represent you.

2. In the case of a corporation, the Form of Proxy must be either under seal or signed by a duly authorised officer or attorney. Any alteration to the Form of Proxy must be initialled.

3. Only members or their proxies may attend the meeting. All members and proxies present may vote on a show of hands.

4. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrar's helpline on 0871 384 2081 (calls to this number are charged at 8p per minute plus network extras) or +44 (0) 121 415 7072 if calling from outside the UK. Lines are open 8:30 am to 5:30 pm Monday to Friday, excluding UK public holidays. Alternatively you may copy this form. Please indicate next to the proxy holder's name 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 forms must be signed and should be returned together in the same envelope.

5. Completion and return of the Form of Proxy will not prevent a member from attending and voting in person at the meeting if the member so wishes.

6. Please indicate with a tick in the boxes on the Form of Proxy how you wish your proxy to vote on each of the resolutions. Please note that 'Vote Withheld' has no legal effect and will count neither for nor against a resolution. If no indication is given, your proxy will have discretion to vote or withhold their vote as s/he thinks fit on each resolution. To be valid, the Form of Proxy and if appropriate, the power of attorney or other authority under which it is signed, must be received by the Company's Registrar no later than 2:00 pm on Tuesday, 8 April 2014. Please detach and post this form once you have completed it.

7. You can submit your proxy electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number overleaf.

8. Alternatively, if you are a member of CREST you may use the CREST electronic proxy appointment service (CREST ID RA19). Further details of these services are available on the Notice of Annual General Meeting (www.smith-nephew.com/notice2014).

9. If you would prefer to return this card in an envelope, you can do so by addressing it as follows: Smith & Nephew plc, Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU (No stamp required).

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