Smith & Nephew PLC — Proxy Solicitation & Information Statement 2025

Mar 10, 2025

SmithNephew

MR SAM SAMPLE
DESIGNATION (IF ANY)
MR JOINT HOLDER 1
ADD1
ADD2
ADD3
ADD4

100000

Attendance Card

Please refer overleaf for details regarding attendance.

Additional Holders:

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

The Chair of Smith & Nephew plc invites you to attend the Annual General Meeting of the Company to be held at Smith+Nephew Academy London, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE on 30 April 2025 at 12:00 noon.

Shareholder Reference Number
C1234567890

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 30 April 2025 at 12:00 noon

Cast your Proxy online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 920513
SRN: C1234567890
PIN: 1234

View the Notice of Annual General Meeting and Annual Report online:
www.smith-nephew.com/en/about-us/investors/shareholder-resources#annual-general-meeting

Register at www.investorcentre.co.uk - manage your shareholding online, the easy way!

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 28 April 2025 at 12:00 noon.

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. 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 holder's 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.

4. Pursuant to regulation 41 of the Uncertificated 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 the meeting.

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 specified 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 Uncertificated 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.

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.

All Named Holders

MR A SAMPLE

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

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Attendance Card

2025 Annual General Meeting ("AGM") on Wednesday 30 April 2025 at 12:00 noon.

In person

The physical location of the AGM is at Smith+Nephew Academy London, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE. Please refer to the Notice of Meeting for detailed information on the requirements for shareholders to be permitted to enter the venue. Please also bring this card with you if you attend the AGM in person. The meeting will commence at 12:00 noon with doors opening from 11:00 am after which time refreshments will be available.

Directions

Nearest underground stations are Croxley and Watford (Metropolitan Line). The nearest Overground station is Watford Junction.

Bus Routes - W30 Bus runs from Watford Junction Train Station to Croxley Business Park.

Parking - As Smith & Nephew plc is situated on a business park we have a limited number of car spaces available to pre-book. If you wish to travel to the meeting by car, please contact Smith+Nephew Company Secretariat

T: +44 (0)1923 477 100

E: Company.Secretary@smith-nephew.com

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).

C1234567890

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 Academy London, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE on 30 April 2025 at 12:00 noon, and at any adjourned meeting.

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

☐ 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 inside the box as shown in this example. ☐

ORDINARY BUSINESS

1. To receive the audited accounts for the financial year ended 31 December 2024.
2. To approve the Directors' Remuneration Report.
3. To declare a final dividend.
4. To elect Sybella Stanley as a Director of the Company.
5. To re-elect Rupert Soames OBE as a Director of the Company.
6. To re-elect Jo Hallas as a Director of the Company.
7. To re-elect Simon Lowth as a Director of the Company.
8. To re-elect John Ma as a Director of the Company.
9. To re-elect Jeremy Maiden as a Director of the Company.
10. To re-elect Katarzyna Mazur-Hofsaess as a Director of the Company.
11. To re-elect Deepak Nath as a Director of the Company.
12. To re-elect Marc Owen as a Director of the Company.

For	Against	Vote Withheld
13. To re-elect Angie Risley as a Director of the Company.	☐	☐
14. To re-elect John Rogers as a Director of the Company.	☐	☐
15. To re-elect Bob White as a Director of the Company.	☐	☐
16. To re-appoint Deloitte LLP as the Auditor of the Company.	☐	☐
17. To authorise the Directors to determine the remuneration of the Auditor.	☐	☐
18. To renew the authorisation of the Directors to allot shares.	☐	☐

Special Business

1. To disapply pre-emption rights.
2. Additional authority to disapply pre-emption rights in connection with an acquisitions or other capital investments.
3. That the Company be generally and unconditionally authorised to make market purchases of the Company's own shares.
4. To authorise general meetings to be held on 14 clear days' notice.

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

DD/MM/YY

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 officer duly authorised, stating their capacity (e.g. director, secretary).

EXT2496

SNP

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