Smith & Nephew : Notice of Annual General Meeting

The Annual General Meeting for 2024 (the 'AGM') of Smith & Nephew plc (the 'Company') is to be held at 12:00pm on Wednesday 1 May 2024 at the Smith+Nephew Academy London, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE. If you are planning to attend the AGM please refer to the map on the back cover for the location of the meeting. The meeting will commence at 12:00pm with doors opening from 11:00am.

The Notice of the AGM ('Notice of Meeting') is contained on pages 4-5 of this document. In addition to the resolutions that we regularly bring to shareholders at our AGMs, the business of the meeting includes a resolution proposing the adoption of the new Directors' Remuneration Policy.

A detailed explanation of the business to be conducted at the AGM can be found on pages 6-11.

Introduction from the Chair

Dear Fellow Shareholder,

It is a great honour to write to you for the first time as Chair of Smith+Nephew. I want to pay tribute to my predecessor Roberto Quarta who chaired the Company with great care and diligence for nine, sometimes difficult, years.

Since joining the Board on 26 April 2023, I have been learning about the business, its products and services, its people, customers and competitors and the opportunities and challenges it faces.

I have had the opportunity to meet some of our larger investors who have been generous with their time and speak from many years' experience of both the sector and Smith+Nephew. I have also had the opportunity to meet some of our smaller investors at the AGM in April 2023 which was a pleasure to attend and a reminder that ultimately, in all we do, there are savers and pensioners who rely on us to grow the value of their investments.

The first priority of the Board is to hire and retain management who can lead Smith+Nephew to be the best business it can be; and then, watching closely, encourage, support, guide and challenge them in their work.

Our Chair of Remuneration, Angie Risley and I have had extensive consultations with our largest investors in recent months many of whom have confirmed their broad support for our plans to give Smith+Nephew the ability to attract and retain senior executives in the United States if we need to do so. Our 2024 Remuneration Policy proposes a package of long term incentive plan adjustments for US Executive Directors which we are putting to the shareholder vote at today's AGM. The Board believes that these proposals are in the best interests of the Company and that they will help the Board to execute on its priority to ensure the Company is led by a first class management team to ensure long term stability and support value creation. Resolution 2 proposes the approval of the Directors' Remuneration Policy and Resolution 19 proposes the approval of a Restricted Share Plan which supplements the proposed changes set out in the Policy. Please see pages 121-135 of

the Company's Annual Report for the financial year ended 31 December 2023 for more information.

In Deepak Nath we have an exceptionally talented Chief Executive Officer, and the Board is following closely the implementation of the 12-Point Plan

he and his executive team developed to enable Smith+Nephew to create sustainable long-term value.

Joining Deepak is John Rogers, who will succeed Anne-Françoise Nesmes as Chief Financial Officer in the first quarter of 2024. John brings long experience as a former CFO of two FTSE-100 companies, and has also managed impressive transformations of companies' operations. I would like to thank Anne-Françoise for her dedication and support to the business over the

last three years, during which she has had to support a change of CEO and the significant impact of Covid on the business.

We have announced a number of other changes to our Board this year. I would like to thank Rick Medlock and Erik Engstrom for their excellent service. In their place, Jez Maiden and Simon Lowth, both of whom have extensive executive and non- executive experience within large and complex global companies have joined the Board. Until recently, Jez was CFO

of Croda International plc and has held a number of non-executive roles including as Senior Independent Director at Travis Perkins plc. As announced, Jez will assume the role of Chair of our Audit Committee with effect from 1 March 2024. Simon is CFO of BT Group and has previously served as a non-executive director of Standard Chartered. I am delighted that our Board has been able to attract such strong candidates to continue to encourage diversity of perspective and experience on its Board. In accordance with the UK Corporate Governance Code 2018 (the 'Code') and the Company's Articles of Association (the 'Articles'), the Directors listed in this Notice of Meeting (the 'Directors') will stand for election or reelection at the AGM. Accordingly, as part of the ordinary business of the meeting, resolutions 5 to 15 inclusive are to elect or re-elect Directors. Biographical details of the Directors together with details of the importance of their contribution to the success of the Company and the reasons for their proposed election or re-election are included in the explanatory notes to the Notice of Meeting. The Board of Directors

has concluded that each of the Directors proposed to be elected or re-elected at the AGM continue to be effective and demonstrate commitment to their respective roles.

We are committed to fostering diversity in its broadest sense and we continue to ensure that our Board membership draws from a wide range of backgrounds and cultures. Our Board is truly multi-cultural and includes members who are from, live, or work in the US, UK, China, India, Germany and Poland.

We continue to review the composition of the Board on an ongoing basis; we actively review diversity in addition to skillsets and capabilities as part of our Board succession planning process and ensure that our candidate selection process for new Board members comprises a balanced slate of candidates for consideration.

We consider diversity of candidates on every appointment and selection is based on ensuring we have the best person for the role.

The Board also places strong emphasis on being a good corporate citizen, supporting our communities and reducing our impact on the planet and its resources. During the year we reviewed progress across our sustainability strategy, and welcomed the establishment of a new governance structure and strengthened leadership in this area.

Deepak has set out a confident outlook as he leads the business in the Strategy for Growth and the second year of delivery of the 12-Point Plan, and the Board is encouraged by the accountability shown and the progress the business has made in 2023, and excited by the prospects for the future.

Recommendations

The Board recommends voting in favour of all the resolutions proposed as, in the Board's opinion, all resolutions are in the best interest of the Company as a whole.

We very much look forward to welcoming shareholders to attend and participate at the Company's AGM. If you are not able to attend the meeting physically, your vote is still important to us and

we would urge you to register, in advance, your proxy appointment electronically via our Registrar's website at www.investorcentre.co.uk/eproxy, via CREST, Proxymity or by returning the enclosed Form of Proxy in accordance with the instructions printed thereon, by 12:00 pm on Monday 29 April 2024.

Yours sincerely,

Rupert Soames, OBE

Chair

26 February 2024

• See page 4 for Notice of Meeting
• See page 6 for Explanatory Notes

Notice of Meeting

Notice is hereby given that the

eighty-seventh Annual General Meeting of Smith & Nephew plc will be held on Wednesday 1 May 2024 at 12:00pm at the Smith+Nephew Academy London, Building 5, Croxley Park, Hatters Lane, Watford, WD18 8YE, to consider and, if thought fit, to pass the following resolutions. Voting on all resolutions will be by way of a poll.

All resolutions will be proposed as ordinary resolutions, save for resolutions 20, 21, 22 and 23 which will be proposed as special resolutions.

Ordinary resolutions

1. To receive the audited accounts for the financial year ended 31 December 2023 together with the reports of the Directors and the Auditor thereon (together the '2023 Annual Report').
2. To approve the Directors' Remuneration Policy in the form set out in the Directors' Remuneration Report in the 2023 Annual Report (pages 126-135).
3. To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, in the form set out in the 2023 Annual Report (pages 138-154 of the 2023 Annual Report).
4. To declare a final dividend recommended by the Directors of 23.1 US cents per ordinary share in respect of the year ended 31 December 2023 payable on 22 May 2024 to shareholders on the register of the Company at 17:00 on 2 April 2024.
5. To elect Jeremy Maiden as a Director of the Company.
6. To elect Simon Lowth as a Director of the Company.
7. To elect John Rogers as a Director of the Company.
8. To re-elect Rupert Soames OBE as a Director of the Company.
9. To re-elect Jo Hallas as a Director of the Company.
10. To re-elect John Ma as a Director of the Company.
11. To re-elect Katarzyna Mazur-Hofsaess as a Director of the Company.
12. To re-elect Deepak Nath as a Director of the Company.
13. To re-elect Marc Owen as a Director of the Company.
14. To re-elect Angie Risley as a Director of the Company.
15. To re-elect Bob White as a Director of the Company.

1. To appoint Deloitte LLP as the Auditor of the Company.
2. To authorise the Directors to determine the remuneration of the Auditor of the Company.
3. To generally and unconditionally authorise the Directors pursuant to section 551 of the Companies Act 2006 (the 'Act'), and as permitted by the Company's Articles of Association (the 'Articles'), to exercise all their powers to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company:
4. 1. up to an aggregate nominal amount of US$58,287,947 - such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum; and
   2. comprising equity securities (as defined in section 560 of the Act) in the Company up to an aggregate nominal amount of US$116,575,894 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
   3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
      2. to holders of other equity securities as required by the rights of those securities or, if the Directors consider it necessary,

and, in both cases, so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorisations pursuant to this resolution 18 shall expire at the conclusion of the Annual General Meeting of the Company in 2025 or at the close of business on 31 July 2025, whichever is earlier (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). However, if the Company, before such authority expires, makes any offer or agreement which would or might require shares to be allotted, or rights to subscribe for

or convert any security into shares to be granted, after this authority expires, the Directors may allot such shares and grant rights to subscribe for or to convert any security into shares in pursuance

of any such offer or agreement as if the authorisation conferred hereby had not expired.

19. To approve the Restricted Share Plan (the 'Plan') summarised in the Appendix to this Notice of Meeting, and to authorise the Directors to establish the Plan and take all such other actions as envisaged by the Plan rules, a copy of which will be presented to the Annual General Meeting.

Special resolutions

20. That, subject to the passing of resolution 18, the Directors be and are hereby generally given power, to allot equity securities (as defined in section 560 of the Act) in the Company for cash, either pursuant to the authority granted by resolution 18 or through the sale of treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such power shall be limited:

1. to the allotment of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph
   (a) of resolution 18, by way of a fully pre-emptive offer only) to:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. holders of other equity securities as required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. in the case of the authority granted under paragraph (a) of resolution
   18 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares for cash otherwise than pursuant to paragraph (a) above up to an aggregate nominal amount of US$17,486,384; and

1. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the Annual General Meeting of the Company in 2025 or at the close of business on 31 July 2025, whichever is earlier (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). In each case, prior to its expiry the Company may make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after this power expires and the Directors may allot equity securities (and sell treasury shares) in pursuance of any such offer or agreement as if this power had not expired.

21. That, subject to the passing of resolution 18, the Directors be and are hereby generally given power, in addition to any power granted pursuant to resolution 20, to allot equity securities (as defined in section 560 of the Act) in the Company for cash, either pursuant to the authority granted by paragraph (a) of that resolution 18 or through the sale of treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, provided that such power shall be limited:

1. to the allotment of equity securities or sale of treasury shares up to
   an aggregate nominal amount of US$17,486,384 and such authority is to be used only for the purposes of financing a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting, or for the purposes of refinancing such a transaction within 12 months of its taking place; and

1. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph
   (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph
   3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the conclusion of the Annual General Meeting of the Company in 2025 or at the close of business on 31 July 2025, whichever is earlier (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). In each case, prior to its expiry the Company may make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after this power expires and the Directors may allot equity securities (and sell treasury shares) in pursuance of any such offer or agreement as if this power had not expired.

22. That the Directors be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning

of section 693(4) of the Act) of any of its ordinary shares of 20 US cents each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

1. the maximum number of ordinary shares which may be purchased is 87,431,921;
2. the minimum price that may be paid for each ordinary share is 20 US cents which amount is exclusive of expenses, if any; and

1. the maximum price (exclusive of expenses) that may be paid for each ordinary share is an amount equal to the higher of: (i) 105 percent of the average market quotation of an ordinary share of the Company as derived from the Daily Official List of the London Stock Exchange plc over the 5 business days immediately preceding the day on which such share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid on the trading venues where the purchase is carried out,

such authority to apply, unless previously renewed, varied or revoked by the Company at a General Meeting, until the conclusion of the Annual General Meeting of the Company in 2025 or at the close of business on 31 July 2025, whichever is the earlier. The Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.

23. That a General Meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board, 26 February 2024.

Helen Barraclough

Company Secretary

Registered office

Building 5, Croxley Park

Hatters Lane, Watford

Hertfordshire WD18 8YE

Registered in England and Wales

No. 324357

The notes on the following pages explain the proposed resolutions.

Resolutions 1 to 19 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 20 to 23 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Notwithstanding this, the Board is mindful of the Investment Association's Public Register which identifies any listed company that has received 20% or more votes against

a resolution put to shareholders. If such circumstance arose, the Board would adhere to the requirements under the Code.

Voting on the resolutions at the AGM will be by way of a poll, rather than on a show of hands. This is a more transparent method of voting as shareholder votes are counted according to the number of shares held and this will ensure an exact and definitive result.

Resolution 1:

Report and accounts

This is a standard and necessary resolution common to all Annual General Meetings.

Resolution 2 and 3:

Directors' Remuneration

Policy and Report

The Directors' Remuneration Policy, which describes the Company's policy relating to the Directors' remuneration, is set out on pages 126-135 of the 2023 Annual Report. This policy is subject to a binding shareholder vote by ordinary resolution. This is usually put to Shareholders at least every three years. However, we are seeking Shareholder approval this year in order to ensure we can effectively compete for US talent and focus on ensuring longer-term stability in the Company and will therefore be put to shareholders at the AGM (resolution 2).

All UK-listed companies are required to put their Directors' Remuneration Report to shareholders. The full Directors' Remuneration Report can be found on pages 121-154 of the 2023 Annual Report. It gives details of the Directors' remuneration for the financial year ended 31 December 2023 and sets out the way in which the Company will implement its Directors' Remuneration Policy in 2024.

The Auditor has audited those parts of the Directors' Remuneration Report capable of

being audited and their report may be found on pages 157-171 of the 2023 Annual Report.

The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives and, accordingly, and in compliance with the legislation, shareholders will be invited to approve the Directors' Remuneration Report (resolution 3).

The vote on the Directors' Remuneration Report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.

Resolution 4: Dividend

The proposed dividend is declared as a final dividend and, as such, is dependent on shareholder approval. If approved by shareholders at the AGM, the final dividend will be paid on 22 May 2024.

Please note that following shareholder approval on 11 April 2019, all dividends are no longer paid by cheque. If you have not yet done so, you will need to provide the Company's Registrar, Computershare (details noted below), with your alternative dividend payment instruction as soon as possible to prevent any further delays to the payment of your dividends.

The Company operates a Dividend Reinvestment Plan ('DRIP'). Shareholders who elect for the DRIP will automatically receive shares for all future dividends. Shareholders may cancel the election at any time by contacting the Company's Registrar, Computershare, at:

Computershare Investor Centre

The Pavilions

Bridgwater Road

Bristol

United Kingdom

BS99 6ZZ

Telephone 0370 703 0047 or +44 (0)117 378 5450

(if calling from outside the UK).

Lines are open 8:30 am to 5:30 pm (UK time), Monday to Friday (excluding public holidays in England and Wales).

Resolutions 5 to 15: Election and re-election of Directors

Under the Company's Articles and, in accordance with the Code, Directors appointed by the Board are required to submit themselves for election at the first Annual General Meeting following their appointment, and each Director who is a Director at the date of this Notice shall retire from office at the AGM and will

be subject to re-election. A retiring Director retains office until the meeting appoints someone in their place, or, if it does not do so, until the conclusion of the meeting.

The Board has reviewed the independence of each Non-Executive member of the Board and determined that they are each independent from the Company's management. The Board has also formally reviewed the performance of each Director and determined that they continue to perform effectively and make

an effective contribution to the work of the Board, and demonstrate commitment to the role, including commitment of time for the Board and the relevant committee meetings and all other applicable duties. As part of this, the Board has deemed that each Director's contribution continues to be important to the Company's long-term sustainable success and recommends that all Directors standing for election or re-election (as applicable) should be re-appointed for a further year.

The Board therefore proposes the election and re-election (as applicable) of all Directors. Biographical details for each of the Directors, which include the key skills and competencies they bring to the Board, are given on pages 90-93.

N R

Key skills and competencies:

Rupert has extensive global leadership experience, a proven track record

of delivering shareholder value and a deep understanding of UK corporate governance.

Current external appointments:

• Chair of the Confederation of British Industry.

Previous experience:

Rupert stepped down in December 2022 after nine years as Group Chief Executive from Serco Group plc, the specialist services business in Health, Defence, Transport and Immigration. Previously, he was Chief Executive Officer of Aggreko plc for 11 years and prior to that Chief Executive of Misys plc's Banking and Securities Division. Rupert was Senior Independent Director and a member of the Audit, Remuneration and Nomination Committees for both DS Smith and Electrocomponents plc (now RS Group).

Nationality:

British

Key skills and competencies: Deepak brings global leadership and risk-managementexpertise and has a track record of driving growth at major healthcare companies through delivering a significant improvement in execution and building a strong results- focused culture.

Current external appointments: None.

Previous experience:

He began his career as a scientist in computational physics at Lawrence Livermore National Laboratory and holds a BSc and MSc in Mechanical Engineering and a PhD in Theoretical Mechanics from the University of California, Berkeley. Prior to joining Siemens Healthineers, he held roles at both Amgen and McKinsey and spent 10 years at Abbott Laboratories, Inc. culminating in his appointment as President of Abbott Vascular.

At Siemens Healthineers (2018-2022) he was President of the Diagnostics business responsible for $6 billion of revenue and 15,000 employees.

Nationality:

American

John Rogers

Chief Financial Officer

Designate

Joining the Board as Chief Financial

Officer in Q1 2024

Marc Owen

Senior Independent Director

Appointed Independent Non-Executive

Director in October 2017 and

Senior Independent Director

in September 2022

A CN

Key skills and competencies:

Marc is a proven leader with an astute strategic vision, capable of building significant international healthcare businesses. He has strong commercial healthcare expertise. Marc is responsible for ESG through his role as Chair of the CCC.

Current external appointments: None.

Previous experience:

Marc commenced his healthcare and technology career at McKinsey

• Company where he progressed to senior partner and eventually a founding partner of McKinsey's Business Technology Office. In 2001, Marc joined McKesson Corporation and served as Executive Vice President and

member of their Executive Committee. He delivered strategic objectives

and led over 40 acquisitions and divestments over a 10-year period. In late 2011, he headed McKesson Speciality Health, which operates over 130 cancer centres across the US and provides market intelligence, supply chain services, patient access to therapy, provider and patient engagement and clinical trial support. In 2014, he was appointed Chair of the European Management Board at Celesio AG. He retired in March 2017 once he had improved operations, set the strategy and recruited

his successor.

Nationality:

British/American

Jo Hallas

Independent Non-Executive Director

Appointed Independent Non-Executive Director in February 2022

A

Key skills and competencies: Jo has extensive international experience focused on business transformation through both organic and acquisitive growth in global industrial and consumer sectors. She brings valuable expertise which will help Smith+Nephew build upon and achieve our strategic ambitions.

Current external appointments: None.

Previous experience:

Jo commenced her career at Procter

• Gamble based in Germany, the US, Thailand and the Netherlands. She then joined Bosch where she held a business unit leadership role in their Power Tools division followed by Invensys in 2009 where she ran their global heating controls business unit including launching its first smart

home offer. She then moved to Spectris plc, where she had responsibility

for a portfolio of global industrial technology businesses, as well as for the Group's digital strategy. From April 2019 to April 2023, Jo served as Chief Executive Officer for Tyman plc where she made sustainability

a core foundation of the group's strategy. Jo was also previously Chair of the Remuneration Committee for Norcros plc.

Nationality:

British

John Ma

Independent Non-Executive Director

Appointed Independent Non-Executive Director in February 2021

C

Key skills and competencies:

John has an impressive track record in medical device businesses and his contribution provides value as Smith+Nephew continues to develop innovative ways to grow and serve our markets with a focus towards Asia Pacific regions. He is an established healthcare leader and has strong experience of driving market entry and growth within emerging markets.

Current external appointments:

• Founder, Chair and Chief Executive of Ronovo Surgical.

Previous experience:

In 2000, John joined GE Healthcare and became Vice President and General Manager of their Global Product Company in China. John has also held a number of senior positions as President of Asia Pacific regions at Pentair Inc.,

Vice President of Express Scripts Inc., and Global Partner of Fosun Group. He initially joined Fosun Pharma to lead their medical device business and in 2014 became President of Fosun Healthcare Holdings. He served as

a key member of their healthcare investment committee which went on to establish a global presence across the US, Europe, Israel and China. In 2017, John joined Intuitive Surgical as their Senior Vice President of Strategic Growth Initiatives. He has previously served as a NED for both Haier Electronics Group and Clinical Innovations LLC.

Nationality:

American

Katarzyna Mazur-Hofsaess

Independent Non-Executive Director

Appointed Independent Non-Executive Director in November 2020

C

Jez Maiden

Independent

Non-Executive Director

Appointed Independent Non-Executive Director in September 2023 and as a member of the Audit and Remuneration Committee and Chair of the Audit Committee from 1 March 2024

A R

Key skills and competencies: Katarzyna demonstrates a true passion for customer focus and maintains an impressive track record in senior leadership within the MedTech industry. She is a qualified medical doctor (PhD) and has a wealth of experience in medical devices and orthopaedic sectors. Her Chief Executive Officer experience of a global company and valuable industry knowledge will help drive innovation and ensure the continued development of Smith+Nephew.

Current external appointments:

• Chief Executive Officer, Care Enablement (MedTech segment), at Fresenius Medical Care AG and a member of the Management Board.

Previous experience:

Katarzyna commenced her corporate career at Roche in Poland, was later recruited by Abbott Laboratories to manage their diabetes care division in Poland and became Country General Manager.

Her career progressed to General Manager of Molecular Diagnostics Division for EMEA and eventually to Divisional Vice President Abbott Diagnostics for Europe. In 2010, she became President EMEA region at Zimmer, following the Biomet acquisition and led the integration in the region and served as President EMEA for Zimmer Biomet, leading orthopaedic company. In 2018, she joined Fresenius Medical Care, the renal company, as CEO EMEA and Member of the Management Board.

Effective January 2022, Katarzyna took over responsibility for the globally operating Care Enablement segment in which Fresenius Medical Care AG has consolidated its €5.5 billion healthcare products business into one MedTech organization. Her responsibility includes research and development, quality and regulatory, manufacturing, supply chain and commercial operations.

Nationality:

German/Polish

Key skills and competencies:

Jez has extensive financial experience across a diverse range of industries and sectors. Jez brings more than 15 years of global experience both as a FTSE Chief Financial Officer and as

1. Non-ExecutiveDirector on boards of companies addressing strategic and operational challenges across a number of different industries, including life-sciences and healthcare. He has had oversight of large operations in the US, Europe and Asia in highly regulated industries.

Current external appointments:

• Senior Independent Director, Travis Perkins plc.
• Non-ExecutiveDirector and member of the Audit Committee at Intertek Group plc.

Previous experience:

Jez retired in 2023 as Group Finance Director at Croda International plc, the FTSE 100 global speciality chemicals company, and previously held similar roles at National Express Group plc and Northern Foods Limited. He has served as the Senior Independent Director at Synthomer PLC and at both PZ Cussons plc and Synthomer PLC he chaired the Audit Committee and served on the Remuneration Committee. He is

a fellow of the Chartered Institute of Management Accountants.

Nationality:

British

8

Smith+Nephew Notice of Meeting 2024

career, most recently as Executive Vice President and President, Medical Surgical Portfolio at Medtronic plc. He was also senior Vice President at Chemdex Corporation, Accelrys Inc., SourceOne Healthcare Technologies, Inc., GE Healthcare and Covidien as President for Emerging Markets and President for Respiratory and Monitoring Solutions. He then became Senior Vice President and President of Medtronic Asia Pacific, having led the integration of Covidien Asia Pacific when it was acquired by Medtronic plc in 2015.

Nationality:

American

Key skills and competencies: Simon has extensive experience in finance, accounting, risk, corporate strategy as well as mergers and acquisitions and brings a wealth of expertise across a wide range of sectors, including within regulated industries. Having served as the CFO in four FTSE 100 companies, he has deep experience of capital markets, implementing strategic change, cost transformation and performance improvement programmes as well as understanding how technology can be used to transform a business.

Current external appointments:

• Group Chief Financial Officer of BT Group.

Previous experience:

Simon was previously Group Chief Financial Officer at AstraZeneca and Scottish Power. Before joining Scottish Power, he led the Industrial Practice of McKinsey in the UK. He previously served as a Non-Executive Director on the Board of Standard Chartered.

Nationality:

British

Explanatory notes continued

Resolutions 16 and 17: Appointment and remuneration of the Auditor

The Auditor of the Company must be appointed at each General Meeting at which accounts are laid. As disclosed in 2022, the Directors are proposing the appointment of Deloitte LLP as the Company's Auditor. Resolution 16 proposes the appointment of Deloitte LLP as the Company's Auditor to hold office effective from 1 January 2024 until the conclusion of the next General Meeting at which the accounts are laid before the Company (being the next Annual General Meeting of the Company).

KPMG have provided a confirmation that there are no matters that need to be brought to the attention of holders of securities of the Company and have provided a statement as required under section 519 of the Act.

Statement to Smith & Nephew plc (no. 00324357) on ceasing to hold office as auditors pursuant to section 519 of the Companies Act 2006

The statement of circumstances connected with KPMG LLP ceasing to hold office as auditors of Smith & Nephew plc are as follows:

The reason connected with our ceasing to hold office is the holding of a competitive tender for the audit, in which we were unsuccessful in retaining the audit.

KPMG LLP - 9188307 Audit registration Audit registration address:

15 Canada Square

Canary Wharf, London E14 5GL 26 February 2024

Resolution 17 proposes that the Auditor's remuneration be determined by the Directors. The Board will delegate this authority to

the Audit Committee pursuant to and in accordance with the Competition and Markets Authority Audit Order 2014.

Resolution 18: General authority to allot shares

Under section 551 of the Act, the Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The section 551 authority conferred on the Directors at last year's Annual General Meeting expires at the conclusion of this year's AGM.

Paragraph (a) of resolution 18 seeks to renew the Directors' general authority to allot shares up to an aggregate nominal amount of US$58,287,947 (representing 291,439,738 shares) as permitted by the Articles and pursuant to the provisions of section 551 of the Act. This amount represents no more than

33.33 percent (i.e. one-third) of the Company's issued ordinary share capital (excluding treasury shares) as at 16 February 2024 (the latest practicable date prior to publication of this Notice of Meeting).

Paragraph (b) of resolution 18 would give the Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a fully pre-emptive offer in favour of shareholders up to an aggregate nominal amount equal to US$116,575,894 (representing 582,879,476 shares), as reduced by the nominal amount of any shares issued under paragraph (a) of the resolution). This amount (before any reduction) represents no more than 66.66 per cent (i.e. two-thirds) of the issued ordinary share capital (excluding treasury shares) of the Company as at 16 February 2024 (the latest practicable date prior to publication of this Notice

of Meeting).

Resolution 18 will be proposed as an ordinary resolution. 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 these shares but considers it prudent to maintain the flexibility that this authority provides.

The authorities sought under this resolution will expire at the conclusion of the Annual General Meeting in 2025 or at the close of business on 31 July 2025, whichever is the earlier (unless previously renewed, varied or revoked by the Company in a General Meeting). As at 16 February 2024 (the latest practicable date prior to publication of this Notice of Meeting), the Company held 3,364,319 ordinary shares in treasury. This amount represents 0.38 percent of the Company's issued share capital (excluding treasury shares) as at that date.

Resolution 19:

Resolution 19 is an ordinary resolution which seeks to implement a Restricted Share Plan (RSP) for US Executive Directors. The Appendix to this Notice sets out a summary of the terms of the RSP for further information. Under the terms of the RSP and the Directors' Remuneration Policy being proposed under Resolution 2, the Remuneration Committee may award ordinary shares in each financial year during the Plan up to an amount of up to 125% of base salary for US Executive Directors. Any award made under the RSP will normally vest over a three-year period in three equal tranches on an annual basis. Within the stated maximum limit, the Remuneration Committee will have a discretion on award and vest to exercise its reasonable judgement in determining the quantum of the award under the RSP and will consider multiple factors relating to the vesting period including market movements, shareholder experience, impact of the regulatory environment and reputational factors. The Committee retains full discretion following award to make adjustments to the vesting outcome if full vesting is not considered to be appropriate. Resolution 19 should be read in conjunction with Resolution 2 to adopt the Remuneration Policy for 2024.

Resolutions 20 and 21: Disapplication of pre-emption rights (General and Specific)

Resolution 20 is a special resolution which seeks to renew the Directors' power to allot shares or grant rights to subscribe for, or convert securities into, shares or sell treasury shares where they propose to do so for cash (other than pursuant to an employee share scheme) otherwise than to existing shareholders pro rata to their holdings (i.e. non pre-emptively), as permitted by the Articles. The power will be limited to: (i) the allotment of shares for cash in connection with a fully pre-emptive offer, to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders; (ii) the allotment of shares and treasury shares for cash up to an aggregate nominal value of US$17,486,384 being approximately 10 percent of the issued ordinary share capital (excluding treasury shares) at 16 February 2024 (the latest practicable date prior to publication of this Notice of Meeting); and (iii) the allotment of shares and treasury shares for cash up to an aggregate nominal value of