Smith & Nephew
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Shareholders

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Following shareholder approval in 2007, the Company sent paper copies of the Annual Report only to those shareholders that have elected to receive shareholder documentation by post.  ADS holders were also not sent a paper copy of the report unless they had elected to receive it.  The Annual Report and electronic Summary Financial Statement are available on the Group’s website at www.smith-nephew.com.  Ordinary shareholders and ADS holders can request a hard copy of the Annual Report, which will be provided free of charge.

In 2006, at the half year an Interim Report was published in a national newspaper and from 2007, following regulatory changes in the UK, the Interim Report has been made available thorugh Stock Exchange announcements and on the Group’s website.  Quarterly reports are made available through Stock Exchange announcements nad on the Group’s website.  Hard copies are available on request.  Copies of recent Annual Reports, Summary Financial Statements and interim Reports are also available on the Smith & Nephew website along with press releases, instituational presentations and audio webcasts.

There is a regular dialogue with individual institutional shareholders, together with quarterly results presentations. To ensure that all members of the Board develop an understanding of the views of major shareholders, the executive directors review significant issues raised by investors with the Board. Non-executive directors are sent copies of analysts' and brokers' briefings. There is an opportunity for individual shareholders to question the directors at the AGM, at which the level of proxy votes received are advised, and the Company regularly responds to letters from shareholders on a range of issues.

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Share capital

All the Ordinary Shares, including those held by directors and officers, rank pari passu with each other. Following approval by shareholders at the Extraordinary General Meeting in December 2005, on 23 January 2006, the Ordinary Shares of 12 2/9 pence were redenominated as Ordinary Shares of US 20¢. The new US Dollar Ordinary Shares carry the same rights as the previous Ordinary Shares. These shares continue to be traded on the London Stock Exchange and quoted in Sterling.  The ADSs continue to represent five Ordinary Shares. In order to comply with English law the Company has issued £50,000 of shares in Sterling. These were issued as Deferred Shares, which are not listed on any stock exchange and have extremely limited rights and therefore effectively have no value. These were allotted to the Chief Executive, though the Board reserves the right to transfer them to another member of the Board should it so wish.

At the AGM, the Company will be seeking a renewal of its current permission from shareholders to purchase up to 10% of its own shares. On 8 February 2007, the Company announced its intention to purchase up to $1.5bn of its own Ordinary Shares within two years.  Having purchased 51,955,000 Ordinary shares at a cost of $640m for the year to 31 December 2007, the Company announced on 7 February 2008 that it expects to complete the programme over a total of 3 years.

Auditors

Ernst & Young LLP have expressed their willingness to continue as auditors and resolutions proposing their reappointment and to authorise the directors to fix their remuneration, which have been approved by the Audit Committee, will be proposed at the AGM.

Documents on Display

It is possible to read and copy documents referred to in this Annual Report at the Registered Office of the Company. Documents referred to in this Annual Report that have been filed with the Securities and Exchange Commission in the US may be read and copied at the SEC's public reference room located at 450 Fifth Street, NW, Washington DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms and their copy charges. The SEC also maintains a web site that contains reports and other information regarding registrants that file electronically with the SEC. This Annual Report and some of the other information submitted by the Group to the SEC may be accessed through the SEC website.

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