Smith & Nephew PLC — Proxy Solicitation & Information Statement 2021

Mar 1, 2021

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 14 April 2021

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To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 April 2021 at 4:00 pm.

the meeting.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. As this year's meeting will be held as a hybrid meeting, at which physical attendance may be possible (depending on legal restrictions in force at the time of the meeting) but is in any event not guaranteed to every shareholder or proxy, if you do not wish to attend the meeting electronically via Lumi, you are strongly encouraged to appoint the Chair of the meeting as your proxy to ensure your proxy can attend the meeting on your behalf. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0) 370 703 0047 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) 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.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day, which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at
• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specifi ed deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0) 370 703 0047 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this proxy form will not itself preclude a member from attending the meeting. However, please note that physical attendance at the meeting will be limited, and available only on a fi rst-come fi rst-served basis, and as such there is no guarantee of your ability to attend in person. You are encouraged to attend virtually via the Lumi platform.

All Named Holders MR A SAMPLE

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Shareholder Reference Number General Meeting of the Company to be held at Smith+Nephew's Expert Connect Centre, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE on 14 April 2021 at 4:00 pm.

The Chair of Smith & Nephew plc invites you to attend the Annual

Additional Holders:

ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Attendance Card

Please refer overleaf for details regarding attendance.

Attendance Card

2021 Annual General Meeting ("AGM") on Wednesday, 14 April 2021 at 4:00 pm.

As noted in the Notice of Meeting ("NoM"), in light of the COVID-19 pandemic and the social distancing restrictions and measures in place, aimed at reducing the transmission of the virus, we will be conducting the AGM as a hybrid, enabling shareholders to attend the meeting electronically. The physical location of the AGM is to be held at Smith+Nephew's Expert Connect Centre, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE. However, to ensure the safety of our shareholders in these unprecedented times, we are strongly discouraging shareholders from attending in person and have a strict capacity limit. To guarantee your ability to participate, we are therefore actively encouraging shareholders' virtual participation. Please also note that the same restrictions will apply to any proxy you appoint. If you appoint a proxy to attend the meeting on your behalf, you are strongly encouraged to appoint the Chair of the meeting to guarantee your proxy will be able to attend on your behalf.

Please refer to the NoM for detailed information on how to join the hybrid meeting electronically and submit your questions.

In summary, on accessing the AGM website http://web.lumiagm.com, you will be asked to enter a Meeting ID which is 187-657-568. You will then be prompted to enter your unique SRN and PIN. These can be found printed overleaf.

The situation is constantly evolving and the Government may change the current restrictions or implement further measures between now and the date of the AGM. In such circumstances, the Government's restrictions must be adhered to, and the procedures relating to physical attendance may change.

You can obtain up-to-date information on our AGM either by referring to the AGM section of our website www.smith-nephew.com/AGM or alternatively by contacting our registrar, Computershare:

Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZZ.

Telephone 0370 703 0047 or +44 (0)117 378 5450 (if calling from outside the UK).

Lines open 8:30 am to 5:30 pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

For any shareholders still wishing to attend in person, please bring this card with you and note that we must strictly restrict attendance levels to ensure social distancing measures can be adhered to. As such shareholders will be admitted on a fi rst-come fi rst-served basis until maximum occupancy is reached.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

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I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Smith & Nephew plc to be held at Smith+Nephew's Expert Connect Centre, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE on 14 April 2021 at 4:00 pm, and at any adjourned meeting.

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* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X	X
inside the box as shown in this example.

ORDINARY RESOLUTIONS For			Vote Against Withheld
1.	To receive the audited accounts
2.	To approve the Directors' Remuneration Report (excluding policy)
3.	To declare a fi nal dividend
	ELECTION AND RE-ELECTION OF DIRECTORS
4.	Roland Diggelmann
5.	Erik Engstrom
6.	Robin Freestone
7.	John Ma
8.	Katarzyna Mazur-Hofsaess
9.	Rick Medlock
	10. Anne-Françoise Nesmes
	11. Marc Owen

	For	Vote Against Withheld
12. Roberto Quarta
13. Angie Risley
14. Bob White
15. To re-appoint the Auditor
16. To authorise Directors' to determine the remuneration of the Auditor
17. To renew the Directors' authority to allot shares SPECIAL RESOLUTIONS
18. To renew the Directors' authority for the disapplication of the pre-emption rights
19. To authorise the Directors' to disapply pre-emption rights for the purpose of acquisitions or other capital investments
20. To renew the Directors' limited authority to make market purchases of the Company's own shares
21. To authorise general meetings to be held 14 clear days' notice
22. To approve the new Articles of Association

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or offi cer duly authorised, stating their capacity (e.g. director, secretary).

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