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Notice of Meeting

Notice is hereby given that the seventieth annual general meeting of the members of Smith & Nephew plc will be held on Thursday 3 May 2007 at 2.00 pm at The Institution of Mechanical Engineers, 1 Birdcage Walk, Westminster, London SW1H 9JJ, when the resolutions set out below will be proposed.

Ordinary business

To receive and adopt the audited accounts for the year ended 31 December 2006 together with the report of the directors and auditors thereon.
To approve the remuneration report of the directors for the year ended 31 December 2006.
To confirm the 2006 first interim dividend of 4.1¢ per ordinary share and to confirm the 2006 second interim dividend of 6.71¢ per ordinary share.
To re-elect Sir Christopher O'Donnell as a director of the Company.
To re-elect Mr Adrian Hennah as a director of the Company.
To re-elect Mr Warren Knowlton as a director of the Company.
To re-elect Mr Richard De Schutter as a director of the Company.
To re-elect Dr Rolf Stomberg as a director of the Company.
To re-appoint Ernst & Young LLP as auditors of the Company.
To authorise the directors to determine the remuneration of the auditors of the Company.
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 2008 or 2 August 2008, 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$52,542,311.

Special business

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

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 2008 or 2 August 2008, 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$9,427,032.
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¢ each in the capital of the Company ('ordinary shares') provided that:
1. the maximum number of ordinary shares that may be purchased is 94,270,325 being 10 per cent of the issued ordinary share capital as at 15 March 2007;
2. the minimum price which may be paid for an ordinary share is 20¢ 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
3. the authority hereby conferred shall expire on the earlier of the conclusion of the next annual general meeting of the Company and 2 August 2008 (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.
That article 140 of the articles of association of the Company be amended by:
1. the deletion in article 140.2 of the words ""provided that the Directors shall announce a sterling equivalent for any dividend declared in another currency, which sterling equivalent shall be determined in accordance with Article 140.3.""; and
2. the deletion of article 140.3.

That article 108 of the articles of association of the Company be amended by the deletion of article 108.2 and insertion in its place the following new article 108.2:

"The Directors shall restrict the borrowings of the Company and exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiaries (if any) so as to secure (so far, as regards subsidiaries, as by such exercise they can secure) that the aggregate amounts for the time being remaining undischarged of all moneys borrowed by the Group and for the time being owing to persons outside the Group shall not at any time, without the previous sanction of an ordinary resolution of the Company in general meeting, exceed the sum of US$6,500,000,000."

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

That the Company is generally and unconditionally authorised to use electronic means to convey information to its shareholders, including, but not limited to, sending and supplying documents or information to its shareholders by making them available on a website.

By order of the Board, 28 March 2007

Paul Chambers
Secretary

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