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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. It contains the resolutions to be voted on at the Company's annual general meeting to be held on Thursday, 30 April 2009 at 11.00 am. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor duly authorised under the Financial Services and Markets Act 2000 (or, if you are resident outside the United Kingdom, an appropriately qualified independent financial adviser). If you have sold or transferred all of your shares in Smith & Nephew plc please forward this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Dear Shareholder,

The annual general meeting of the Company is to be held on Thursday, 30 April 2009, at The Royal College of Physicians, 11 St Andrews Place, Regent's Park, London NW1 4LE. The meeting will commence at 11.00 am. Notice of the annual general meeting which includes a detailed explanation of the business to be conducted at the meeting is available by clicking on the following link www.smith-nephew.com/notice.

If you have not informed us that you wish to receive shareholder documentation by post, a printed copy of the Annual Report is available on our website at www.smith-nephew.com/annualreport, where you will also find a copy of our electronic Summary Financial Statement.

Ordinary shareholders who wish to continue to receive a printed copy of the Annual Report should contact the Company's registrars, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK. ADR holders who wish to receive a printed copy of the Annual Report should contact The Bank of New York Mellon at +1-800-555-2470.

As part of the ordinary business of the meeting, resolutions 4 to 6 are to reappoint directors. Biographical details of the directors standing for re-election are included in the notes to the Notice of Meeting. David Illingworth is standing for re-election this year and I confirm that it is the opinion of the Board that as Chief Executive he should continue to remain a member of the Board. In accordance with the articles Joe Papa, who was appointed as a non-executive director of the company in August 2008, retires and offers himself for re-election at the first annual general meeting after his appointment. Dr Rolf W.H. Stomberg, has served on the Board for over 10 years and offers himself for re-election each year. The Board is satisfied of his independence and continues to value highly the independent and challenging contribution he brings to Board and Committee meetings.

Resolution 10 proposes the amendment of the French Sharesave Plan rules. The French Sharesave Plan has been offered to French employees since 2002 and operates in line with the Smith & Nephew International Sharesave Plan (2002). However, under local legislation the French Plan can only exist for a limited period and consequently shareholders are requested to approve amendments to the Plan Rules to allow for it to continue to be offered. Further information is provided in explanatory note 10.

Resolution 13 proposes that Directors continue to be able to hold a general meeting, other than an annual general meeting, on 14 clear days’ notice. Under the Companies Act 2006 it is possible for general meetings, other than annual general meetings, to be held on 14 clear days’ notice and we amended our Articles in 2008 to accommodate this. However, when the EU Shareholder Rights Directive becomes effective in August 2009 companies wishing to retain this flexibility will be required to approve this resolution on an annual basis. Passing this resolution will provide the Company with greater flexibility and further information is provided in explanatory note 13.

The Board recommends voting in favour of all the resolutions proposed as, in the Board's opinion, all resolutions are in the best interests of shareholders.

I look forward to meeting you at the annual general meeting. If you are not able to come to the meeting in person, your vote is still important to us and I would urge you to register your proxy appointment electronically via our registrar's website at www.sharevote.co.uk by 11.00 am on Tuesday, 28 April 2009.

Yours sincerely,

John Buchanan
Chairman