

| SMITH & NEPHEW PLC | 12/12/2005 EGM | |
|---|---|---|
| 1 | Amend the Articles for a return of capital in US dollars on the winding up of the Company | |
| 2 | Reduce, increase and redenominate the share capital of the company in US dollars | |
| 3 | Amend the articles for the redenomination | |
| 4 | Approve the directors' authority to allot shares | |
| 5 | Approve the directors' authority to issue shares for cash | |
| 6 | Amend the articles for the declaration of dividends | |