Smiths Group PLC — AGM Information 2018

Oct 12, 2018

NOTICE OF AVAILABILITY – IMPORTANT PLEASE READ CAREFULLY.

You can now access the 2018 Annual Report and Accounts and Notice of Annual General Meeting 2018 ('Notice of AGM') at www.smiths.com. You can submit your proxy instruction online at www.sharevote.co.uk using the details on the form of proxy below.

You are advised to read the Notice of AGM before deciding how to vote. It is also recommended that you read the 2018 Annual Report and Accounts.

Annual General Meeting – 14 November 2018 at 11:00am

If you come to the Meeting, please bring this card with you. It is evidence of your righttoattend, speak and vote at the Meeting and will help you gain admissionas quickly as possible. Please also see overleaf.

Please retain this card until the close of the Meeting or any adjournment oftheMeeting.

Detach here

Vote withheld

above. Alternatively, complete this proxy form and return it in the enclosed reply-paidenvelope.

PROXY FORM

I/We, the undersigned, being a member of Smiths Group plc (the 'Company'), hereby appoint the Chairman of the Meeting * as my/our proxy to attend, speak and vote (see notes overleaf) on my/our behalf at the AGM of the Company to be held on 14 November 2018 and at any adjournment thereof.

In relation to the Resolutions set out in the Notice convening the AGM, I/we desire my/our proxy to vote on the resolutions proposed at the AGM as indicated below.

Note: if you do not indicate your voting instructions below, your proxy will vote or withhold the vote at his/her discretion on the resolutions specified below and, unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the Meeting. If you withhold from voting on any resolution(s) your vote will not be counted in the calculation of the proportion of votes 'For' and 'Against' the resolution(s).

* If any other proxy is desired, delete 'the Chairman of the Meeting' above and insert in the box below the name of the proxy preferred. (see Note 1)

Name of proxy
Number of shares on which authorised to vote		Multiple proxies appointed (see Note 3)

black ink like this:

Resolutions For Against

• 1. Adoption of Reports and Accounts
• 1. Approval of Directors' Remuneration Policy
• 1. Approval of Directors' Remuneration Report
• 1. Declaration of a final dividend
• 1. Re-election of Bruno Angelici as a Director
• 1. Re-election of Sir George Buckley as a Director
• 1. Re-election of Tanya Fratto as a Director
• 1. Re-election of William Seeger as a Director 9. Re-election of Mark Seligman as a Director
• 1. Re-election of Andrew Reynolds Smith as a Director
• 1. Re-election of Noel Tata as a Director
• 1. Election of Olivier Bohuon as a Director
• 1. Election of Dame Ann Dowling as a Director
• 1. Election of John Shipsey as a Director
• 1. Reappointment of PricewaterhouseCoopers LLP as auditors
• 1. Auditors' remuneration
• 1. Authority to issue shares
• 1. Authority to disapply pre-emption rights
• 1. Additional authority to disapply pre-emption rights
• 1. Authority to make market purchases of shares
• 1. Authority to call general meetings other than annual general meetings on not less than 14 clear days' notice
• 1. Authority to make political donations and expenditure Signature Date

EXPLANATORY NOTES TO THE PROXY FORM

• 1. Every shareholder has the right to appoint some other person(s) of his or her choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on his or her behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter, in the box below the proxy holder's name, the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. The proxy form gives your proxy or proxies full rights to attend, speak and vote at the AGM. If you wish to restrict the right of proxies, please cross out either or both of the words 'speak' and 'vote' in the first paragraph of the proxy form, as you feel appropriate.
• 1. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's UK helpline on 0371 384 2943 or the overseas helpline on +44 121 415 7047 or you may photocopy this form. Please indicate in the box below 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 proxy forms must be signed and should be returned together in the same envelope.
• 1. The 'Vote withheld' boxes are provided to enable you to abstain from voting on any particular resolution. You should note, however, that a 'Vote withheld' is not a vote in law and will not be counted in determining the proportion of votes cast 'For' and 'Against' a resolution on a poll, but will be counted in determining if a quorum is present.
• 1. Paper proxy forms must be received at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 48 hours before the Annual General Meeting to be effective (i.e. before 11:00am on 12 November 2018). If the proxy form is signed by someone else on your behalf, his or her authority to sign must be returned with the proxy form. In the case of a corporation, the appointment of a proxy must be executed either under its common seal or by a duly authorised officer or agent. In the case of joint holders, any holder may sign. The vote of a more senior joint holder on the Register will be accepted to the exclusion of a junior joint holder. For this purpose, the order in which the names of the joint holders are recorded in the register of members will determine seniority.
• 1. Only those shareholders registered in the register of members of the Company at 6:30pm on 12 November 2018 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their respective names at that time. Changes to entries on the register after 6:30pm on 12 November 2018 shall be disregarded in determining the rights of any person to attend or vote at the AGM.
• 1. Information on voting electronically via the internet or through CREST is contained in the notes to the Notice of AGM.
• 1. Completion of a proxy form (or submission of an electronic proxy appointment) does not prevent a shareholder from attending the AGM and voting in person. In such circumstances, any appointment of a proxy would be automatically revoked.
• 1. Any alterations to this proxy form should be initialled.

HOW TO GET THERE

Smiths Group plc

2018 Annual General Meeting Wednesday 14 November 2018 at 11:00am Linklaters LLP

One Silk Street London EC2Y 8HQ

Light refreshments will be served

Security

Please bring this card as well as some form of personal identification to the Meeting. On entry, bag checks may be carried out. We encourage arrival in time to allow for security checks.