Email this page

Notes

1. Only those shareholders on the register of members of the Company as at 6.00 pm on 28 April 2009 will be entitled to attend or vote at the annual general meeting and they may only vote in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00 pm on 28 April 2009 will be disregarded in determining the rights of any person to attend or vote at the meeting. A member who is unable to attend the meeting is entitled to appoint one or more proxies (whether members or not) to attend and, on a poll, to vote instead of him. You may register your proxy appointment via our registars website at http://www.sharevote.co.uk/ . To be effective, the proxy appointment must reach the Company's registrars not later than 11.00am on 28 April 2009.
2. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to speak and to vote at the meeting. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. All proxies must be submitted at the office of the registrars not later than 48 hours before the time of the meeting. Completion of a form of proxy will not preclude a member attending and voting in person at the meeting. If you require additional forms of proxy, please contact the registrars of the Company on 0871 384 2081 (calls to this number are charged at 8p per minute from a BT landline. Other telephony providers' costs may vary) or +44 (0)121 415 7072 if calling from outside the UK.
3. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives.
4. CREST members holding their shares in uncertificated form who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the annual general meeting to be held on 30 April 2009 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
   
   In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or relates to an amendment to the instruction given to a previously appointed proxy, must in order to be valid, be transmitted so as to be received by Equiniti (CREST ID RA19) no later than 11.00 am on 28 April 2009. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. No messages received through the CREST network after this time will be accepted. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
   
   CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not makeavailable special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
   
   The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

5. The Company cannot accept responsibility for loss or damage arising from the opening or use of any emails or attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to opening or use. Any electronic communication received by the Company and/or Equiniti, including the lodgement of an electronic form of proxy, that is found to contain a computer virus will not be accepted.
6. Shareholders should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid (in each case) that the members propose to raise at the Annual General Meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
7. A person who is not a shareholder of the Company, but has been nominated by a shareholder to enjoy information rights in accordance with section 146 of the Companies Act 2006 ("nominated person") does not have a right to appoint any proxy. Nominated persons may have a right under an agreement with the shareholder to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under an agreement with the relevant shareholder to give instructions as to the exercise of voting rights. If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains the registered shareholder or custodian or broker who administers the investment on your behalf. Therefore, any changes or queries relating to your personal details and holding (including any administration) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee to deal with matters that are directed to them in error. The only exception to this is where the Company, in exercising one of its powers under the Companies Act 2006, writes to you directly for a response.
8. The following documents, which are available for inspection during normal business hours at the registered office of the Company on any weekday (Saturday, Sunday and public holidays excluded), and will also be available for inspection at the place of the annual general meeting from 10.30 am on the day of the meeting until the conclusion of the meeting:

1. copies of service contracts and letters of appointment of the directors with the Company;
2. the register of interests of the directors in the share capital of the Company;
3. copies of the deeds of indemnity of the directors; and
4. a copy of the proposed amended rules of the Smith & Nephew French Sharesave Plan (2002).

9. As at 11 March 2009 (being the last practicable date prior to the publication of this notice) the Company's issued share capital (excluding shares held in Treasury) consists of 883,345,385 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 883,345,385
10. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.

Explanatory Notes
Resolution 1: Report and accounts

This is a standard resolution common to all annual general meetings.

Resolution 2: Remuneration report

All UK listed companies are required to put their remuneration report to shareholders. The full remuneration report can be found on pages 63 to 72 of the 2008 Annual Report.

Resolution 3: Dividend

Under the articles of association the directors may declare and pay dividends as interim dividends. As such, they are not dependent on shareholder approval. However, in accordance with good practice, shareholders are provided with the opportunity to vote on the 2008 first interim dividend declared by the directors on 7 August 2008 and paid on 7 November 2008 and the 2008 second interim dividend declared by the directors on 12 February 2009 and payable on 8 May 2009.

Resolutions 4 to 6: Re-election of directors

Under the Company’s articles of association directors appointed by the Board are required to submit themselves for re-election at the first annual general meeting following their appointment and in addition, each director retires at the third annual general meeting after he or she was last re-elected. In accordance with the articles of association, David Illingworth, who was previously re-elected in 2006 and Joseph Papa, Non-executive director who was appointed to the Board in August 2008 retire at the annual general meeting and seek re-election. Dr Rolf Stomberg has served as a director for over 10 years and in line with good corporate governance practice retires each year at the annual general meeting and seeks re-election.

• Under the Company’s articles of association directors appointed by the Board are required to submit themselves for re-election at the first annual general meeting following their appointment and in addition, each director retires at the third annual general meeting after he or she was last re-elected. In accordance with the articles of association, David Illingworth, who was previously re-elected in 2006 and Joseph Papa, Non-executive director who was appointed to the Board in August 2008 retire at the annual general meeting and seek re-election. Dr Rolf Stomberg has served as a director for over 10 years and in line with good corporate governance practice retires each year at the annual general meeting and seeks re-election.
• Joseph C. Papa (53). Independent non-executive director. He was appointed a director in August 2008 and is a member of the Audit Committee and the Ethics and Compliance Committee. He is Chief Executive and Chairman of Perrigo Company. Previously he was Chairman and Chief Executive Officer of the Pharmaceutical and Technologies Services segment of Cardinal Health and President and Chief Operating Officer of Watson Pharmaceuticals.
• Dr. Rolf W. H. Stomberg (68). Independent non-executive director and Senior Independent Director. He was appointed a director in 1998 and is Chairman of the Remuneration Committee and a member of the Audit Committee and Nominations Committee. He is Chairman of Lanxess AG and a non-executive director of Hoyer GmbH, Biesterfeld AG and Severstal.

Resolutions 7 and 8: Reappointment and remuneration of auditors

Resolution 7 proposes the reappointment of Ernst & Young LLP as the Company’s auditors to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the accounts are laid before the Company. Resolution 8 proposes that their remuneration be determined by the directors.

Resolution 9: General authority to allot shares

Resolution 9 seeks to renew the directors’ general authority to allot shares up to an aggregate nominal amount of US$49,472,658 as permitted by the Company’s articles of association and pursuant to the provisions of section 80 of the Companies Act 1985. This amount is equivalent to 247,363,292 shares and represents approximately 28% of the nominal amount of the issued share capital (excluding treasury shares) as at 11 March 2009. At this date, the Company held 66,634,911 ordinary shares in treasury. Other than in connection with the Company’s various share-based plans for senior executives and employees, the Board has no present intention of allotting any of the unissued and uncommitted authorised share capital. No issue of shares will be made which would effectively alter control of the Company without the sanction of shareholders in general meeting.

Resolution 10: amendment to the French Sharesave Plan (2002)

Resolution 10 is an ordinary resolution to amend the French Sharesave Plan which was adopted by the Directors in 2006 and is based upon the all employee International Sharesave Plan (2002) previously approved by shareholders. The French Sharesave Plan (2002) is a four year plan with participants able to save up to the Euro equivalent of £250 per month. The option price is at a 5% discount to the then market price. In accordance with French regulations the French Sharesave Plan (2002) requires amendment to the Rules so that it may continue to be offered to French employees. It is proposed that the Plan continues to be offered for the maximum period allowed under French law which is currently 38 months.

Resolution 11: Disapplication of pre-emption rights

Resolution 11 is a special resolution which seeks to renew the directors’ power to allot shares or grant rights over shares or treasury shares where they propose to do so for cash and otherwise than to existing shareholders pro rata to their holdings as permitted by the Company’s articles of association. Apart from rights issues, the power will be limited to the issue of shares and treasury shares for cash up to an aggregate nominal value of US$9,499,803 (being 5% of the issued ordinary share capital at 11 March 2009). If given, this authority will expire on 29 July 2010 or at the conclusion of the annual general meeting in 2010, whichever is the earlier. The directors, in any three year period, will not issue more than 7.5% of the issued share capital on a non pre-emptive basis.

Resolution 12: Purchase of own shares

Resolution 12 is a special resolution. The Company has announced the suspension of the share buyback programme which commenced in February 2007, but is seeking approval of the renewal of the general authority from shareholders to purchase the Company’s own shares. In resuming purchasing the Company’s shares, the directors will consider effects on earnings per share and the benefits for shareholders generally. Any shares purchased by the Company will either be cancelled immediately and the number of shares in issue will be reduced accordingly, or held as treasury shares in accordance with the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 for re-sale, transfer for use with the Company’s employee share plans or for cancelling. As at 11 March 2009, 66,634,911 ordinary shares are held in treasury. The holding of shares as treasury shares provides the Company with additional flexibility in the management of its capital base. The resolution specifies the maximum number of shares which may be purchased and the maximum and minimum prices at which they may be bought. The purchase of shares by the Company under this authority would be effected by purchases in the market.

Resolution 13: Notice period for general meetings other than the AGM

Resolution 13 is required to reflect the proposed implementation in August 2009 of the EU Shareholder Rights Directive. The regulation implementing this Directive will increase the notice period for general meetings of the Company to 21 days. The Company is currently able to call general meetings (other than an annual general meeting) on 14 clear days’ and would like to preserve this ability. In order to be able to do so after August 2009, shareholders must have approved the calling of meetings on 14 days’ notice. Resolution 13 seeks such approval. The approval will be effective until the Company’s next annual general meeting, when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 days’ notice.