Smith & Nephew PLC — Proxy Solicitation & Information Statement 2015

Feb 25, 2015

Form of Proxy
VOTING ID		TASK ID			SHAREHOLDER REFERENCE NUMBER
the Company to be held on Thursday, 9 April 2015 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		VOTE AGAINST WITHHELD	RESOLUTIONS (TICK BOX, AS APPROPRIATE)		FOR	VOTE AGAINST WITHHELD
ORDINARY RESOLUTIONS
1 To receive and adopt				14 To appoint the Auditor
the audited accounts 2 To approve the Directors'				15 To authorise the	Directors to determine
Remuneration Report (excluding policy)				the remuneration of the Auditor

You Notice of Availability – Important, please read carefully. can now access the 2014 Annual Report at: and www.smith-nephew.com/annualreport2014 the 2015 AGM Notice of

Meeting at: www.smith-nephew.com/AGM You can submit your proxy via the internet at www.sharevote.co.uk

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

189, 390, 453, C2. 3, 6, 7, 8, 10, 12, 13, 15, 23, 25, 55, 73, 88, 94, 98, 113, 137, 139, 159, 176, Bus Routes

Cavendish Square Car Park, Harley Street Car Park, (enter from Parking

Chandos Street).

RESOLUTIONS (TICK BOX, AS APPROPRIATE)	FOR	VOTE AGAINST WITHHELD	RESOLUTIONS (TICK BOX, AS APPROPRIATE)	FOR	VOTE AGAINST WITHHELD
ORDINARY RESOLUTIONS
1 To receive and adopt			14 To appoint the Auditor
the audited accounts			15 To authorise the
2 To approve the Directors' Remuneration Report (excluding policy)			Directors to determine the remuneration of the Auditor
3 To declare a final dividend			16 To renew the Directors' authority to allot shares
ELECTION AND RE-ELECTION OF DIRECTORS			SPECIAL RESOLUTIONS
4 Vinita Bali			17 To renew the Directors'
5 Ian Barlow			authority for the
6 Olivier Bohuon			disapplication of the
7 The Rt. Hon Baroness Virginia Bottomley			pre-emption rights 18 To renew the Directors'
8 Julie Brown			limited authority to make
9 Erik Engstrom			market purchases of
10 Michael Friedman			the Company's own shares
11 Brian Larcombe			19 To authorise general
12 Joseph Papa			meetings to be held
13 Roberto Quarta			on 14 clear days' notice

0530-082-S Date: Signature(s) or Common Seal (see note 2) 2015

Attendance Card

Thursday, the Annual General Meeting on Please bring this card with you if you attend 9 April 2015, 2:00 pm London W1G No.11, Cavendish Square, 0AN

(See map and directions)

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.
• 1. 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.
• 1. Only members or their proxies may attend the meeting. All members and proxies present may vote on a show of hands.
• 1. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrar of the Company on 0871 384 2081 (calls to this number are charged at 8p per minute plus network extras. Lines are open 8:30 am to 5:30 pm Monday to Friday, excluding UK public holidays. Telephone +44 (0)121 415 7072 if calling from outside the UK). 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.
• 1. 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.
• 1. 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, 7 April 2015. Please detach and post this form once you have completed it.
• 1. You can submit your proxy electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number overleaf.
• 1. 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/AGM).
• 1. 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).

BN99 6GH Lancing Spencer Road Aspect House Equiniti Aspect House

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