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Notice of Meeting

Notice is hereby given that the seventy-first annual general meeting of the members of Smith & Nephew plc will be held on Thursday 1 May 2008 at 2.00 pm at The Royal Society, 6 – 9 Carlton House Terrace, London SW1Y 5AG, when the resolutions set out below will be proposed.

Ordinary business

1. To receive and adopt the audited accounts for the year ended 31 December 2007 together with the reports of the directors and auditors thereon.

2. To approve the remuneration report of the directors for the year ended 31 December 2007.

3. To confirm the 2007 first interim dividend of US¢4.51 per ordinary share and to confirm the 2007 second interim dividend of US¢7.38 per ordinary share.

4. To re-elect John Buchanan as a director of the Company.

5. To re-elect Dr Pamela J. Kirby as a director of the Company.

6. To re-elect Brian Larcombe as a director of the Company.

7. To re-elect Dr Rolf W.H. Stomberg as a director of the Company.

8. To re-appoint Ernst & Young LLP as auditors of the Company.

9. To authorise the directors to determine the remuneration of the auditors of the Company.

10. To renew the directors’ authorisation to allot securities granted by article 9.2 of the Company’s articles of association until the conclusion of the annual general meeting of the Company in 2009 or 1 August 2009, whichever is earlier, and for the purposes of article 9 of the Company’s articles of association the ‘section 80 amount’ for this period shall be US$50,194,406.

Special business

To consider and, if thought fit, pass the following resolutions as special resolutions:

11. That the directors’ power to allot securities otherwise than to existing shareholders pro rata to their holdings granted by article 9.3 of the Company’s articles of association be and is renewed until the conclusion of the annual general meeting of the Company in 2009 or 1 August 2009, whichever is earlier, and for the purposes of article 9 of the Company’s articles of association the ‘section 89 amount’ for this period shall be US$9,482,121.

12. That, in substitution for any existing authority to purchase ordinary shares under section 166 of the Companies Act 1985 (the ‘Act’), the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Act) of any of its ordinary shares of 20 US cents each in the capital of the Company (‘ordinary shares’) provided that:

the maximum number of ordinary shares that may be purchased is 94,821,208 being approximately 10 per cent of the issued ordinary share capital as at 12 March 2008;
the minimum price which may be paid for an ordinary share is 20 US cents and the maximum price which may be paid for an ordinary share is the higher of i) an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and ii) an amount equal to the higher of the price of the last independent trade and the highest current independent bid as derived from the London Stock Exchange Trading System (SETS); and
the authority hereby conferred shall expire on the earlier of the conclusion of the next annual general meeting of the Company and 1 August 2009 (the ‘Expiry Date’), unless the authority is renewed prior to the Expiry Date provided that the Company may purchase ordinary shares under this authority after the Expiry Date pursuant to a contract entered into before the Expiry Date.

13. That the proposed new articles of association of the Company as submitted to the meeting and signed by the Chairman for the purposes of identification be adopted as the articles of association of the Company.

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

14. That the limit on individual participation under the Performance Share Plan be increased, so that the initial market value of the shares subject to an award shall not exceed 150% of the participant’s basic annual salary at the time the award is made.

By order of the Board, 27 March 2008

Paul Chambers
Secretary

Registered office
15 Adam Street,
London WC2N 6LA.
Registered in England No. 324357.