Download the Chairman's Letter and Notice of Meeting (PDF 750KB)
20 February 2013
Annual General Meeting 2013
The Annual General Meeting of Smith & Nephew plc (the “Company”) is to be held on Thursday, 11 April 2013, at IET London: Savoy Place, 2 Savoy Place, Westminster, London WC2R 0BL. The meeting will commence at 2:00 pm. Notice of the Annual General Meeting is contained on pages 2 to 3 of this document. A detailed explanation of the business to be conducted at the meeting can be found on pages 4 to 6.
In accordance with the UK Corporate Governance Code all Directors will stand for re-election at the 2013 Annual General Meeting. Accordingly, as part of the ordinary business of the meeting, resolutions 4 to 14 inclusive are to re-appoint Directors. Biographical details of the Directors are included in the explanatory notes to the Notice of Meeting.
The Rt Hon Baroness Bottomley of Nettlestone DL joined the Board as an Independent Non-Executive Director on 12 April 2012. Baroness Bottomley has had an extensive career in healthcare and now holds a number of positions within the public and private healthcare sector.
Julie Brown replaced Adrian Hennah as Chief Financial Officer following his resignation on 31 December 2012. We wish to thank Adrian for his enormous contribution to the Company over the past six years and wish him well for his future career. We all welcome Julie to the Company and look forward to working with her.
Julie is a Chartered Accountant and Fellow of the Institute of Taxation with international experience and a deep understanding of healthcare. Prior to her appointment on 4 February 2013, she previously worked for AstraZeneca plc, where amongst other global roles, she served as Vice President Group Finance, and more recently, Interim Chief Financial Officer.
Michael Friedman MD will join the Board on 11 April 2013. Michael brings exceptional experience of the US healthcare environment to our Board. He is Chief Executive of City of Hope and has served on a number of different Boards.
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.
We look forward to seeing 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 2:00 pm on Tuesday, 9 April 2013.
Sir John Buchanan
Notice is hereby given that the seventy-sixth Annual General Meeting of the members of Smith & Nephew plc will be held on Thursday, 11 April 2013 at 2:00 pm at IET London: Savoy Place, 2 Savoy Place, Westminster, London WC2R 0BL, to consider and, if thought fit, to pass the following resolutions. Voting on all resolutions will be by way of a poll.
1. To receive and adopt the audited accounts for the financial year ended 31 December 2012 together with the reports of the Directors and auditors thereon.
2. To approve the Directors' Remuneration Report for the financial year ended 31 December 2012.
3. To declare a final dividend of 16.20 US¢ per Ordinary Share in respect of the year ended 31 December 2012 payable on 8 May 2013 to shareholders on the register of the Company at the close of business on 19 April 2013.
4. To re-elect Ian Barlow as a Director of the Company.
5. To re-elect Olivier Bohuon as a Director of the Company.
6. To re-elect The Rt Hon Baroness Bottomley of Nettlestone DL as a Director of the Company.
7. To re-elect Julie Brown as a Director of the Company.
8. To re-elect Sir John Buchanan as a Director of the Company.
9. To re-elect Richard De Schutter as a Director of the Company.
10. To re-elect Michael Friedman as a Director of the Company.
11. To re-elect Dr Pamela Kirby as a Director of the Company.
12. To re-elect Brian Larcombe as a Director of the Company.
13. To re-elect Joseph Papa as a Director of the Company.
14. To re-elect Ajay Piramal as a Director of the Company.
15. To re-appoint Ernst & Young LLP as auditors of the Company.
16. To authorise the Directors to determine the remuneration of the auditors of the Company.
17. To renew the authorisation of the Directors generally and unconditionally for the purposes of section 551 of the Companies Act 2006 (the “Act”), as permitted by the Company’s Articles of Association, to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of US$60,332,536.
Such authorisation shall expire at the conclusion of the Annual General Meeting of the Company in 2014 or on 30 June 2014, whichever is earlier (save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired).
18. That, subject to the passing of resolution 17, the Directors be and are hereby given power, pursuant to section 570(1) of the Act, to allot equity securities of the Company (as defined in section 560 of the Act) for cash under the authority given by resolution 17 and to sell Ordinary Shares (as defined in section 560(1) of the Act), and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, free of the restriction in section 561(1) of the Act, such power to be limited:
(a) to the allotment of equity securities in connection with an offer of equity securities to Ordinary Shareholders (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests of all Ordinary Shareholders are proportionate (as nearly as may be) to the respective number of Ordinary Shares held by them subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional elements, record dates, legal or practical problems arising in any territory or by virtue of shares being represented by depositary receipts, the requirements of any regulatory body or stock exchange, or any other matter; and
(b) to the allotment (otherwise than under paragraph (a) above) of equity securities up to an aggregate nominal amount of US$9,049,880 provided that such authorisation shall expire at the conclusion of the Annual General Meeting of the Company in 2014 or on 30 June 2014, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.
19. That the Company is 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¢ each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share plans, provided that:
(a) the maximum number of Ordinary Shares which may be purchased is 90,498,805 representing approximately 10% of the issued Ordinary Share capital (excluding treasury shares) as at 19 February 2013 (the latest practicable date prior to publication of this notice);
(b) the minimum price that may be paid for each Ordinary Share is 20 US¢ which amount is exclusive of expenses, if any;
(c) the maximum price (exclusive of expenses) that may be paid for each Ordinary Share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for the Ordinary Shares of the Company as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased; and (ii) that stipulated by article 5(1) of the EU Buyback and Stabilisation Regulations 2003 (No.2273/2003);
(d) unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2014 or on 30 June 2014, whichever is the earlier; and
(e) 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.
20. That a general meeting of the Company, other than an Annual General Meeting, may be held on not less than 14 clear days’ notice.
By order of the Board, 20 February 2013.
Susan M Swabey
15 Adam Street, London WC2N 6LA. UK
Registered in England and Wales No. 324357.
Resolution 1: Report and accounts
This is a standard resolution common to all Annual General Meetings.
Resolution 2: Directors’ Remuneration Report
All UK listed companies are required to put their Directors’ Remuneration Report to shareholders. The full Directors’ Remuneration Report can be found on pages 74 to 87 of the 2012 Annual Report.
Resolution 3: Dividend
The proposed dividend is declared as a final dividend and, as such, is dependent on shareholder approval.
Resolutions 4 to 14: 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 accordance with the UK Corporate Governance Code, each Director retires at the Annual General Meeting and seeks re-election. A retiring Director retains office until the meeting appoints someone in his place or, if it doesn’t do so, until the conclusion of the meeting.
Following performance evaluation, it is the opinion of the Board that Olivier Bohuon as Chief Executive Officer should remain a member of the Board. Julie Brown, Chief Financial Officer, was appointed to the Board on 4 February 2013 and accordingly presents herself for re-election at the first Annual General Meeting since her appointment. The Board also recommends the re-election of the Chairman, Sir John Buchanan, as a Director. In accordance with the UK Corporate Governance Code, the Board has reviewed the independence of those Non-Executive Directors who have been in place for more than six years. We are sensitive to the need for our Non-Executive Directors to remain independent from management in order to exercise our independent oversight and effectively challenge management as necessary. We are mindful that some of our Non-Executive Directors have served on our Board for periods that some might regard as likely to impact their independence.
However, the Board has considered the independence of each Non-Executive Director and concluded that each of them is prepared to question and challenge management, to request more information and to ask the difficult question. They insist on robust responses both within the Boardroom and sometimes between Board meetings.
We value the input we receive from our long-serving Directors, given their deep understanding of the Group. The Board has therefore determined that each Non-Executive Director is independent and therefore recommends that all Directors should be re-appointed for a further year.
Ian Barlow (61)
Ian Barlow, Independent Non-Executive Director and Chairman of the Audit Committee. Ian was appointed a Director in March 2010 and is the designated finance expert. Ian is a Chartered Accountant and has had considerable financial experience both internationally and in the UK. Prior to his retirement in 2008, he was a Partner at KPMG, latterly Senior Partner, London. During his career with KPMG, he was Head of their UK tax and legal operations, and he acted as Lead Partner for many large international organisations operating extensively in North America, Europe and Asia. He is Lead Non-Executive Director chairing the Board of her Majesty’s Revenue & Customs, Non-Executive Director of The Brunner Investment Trust and Chairman of The Racecourse Association.
Olivier Bohuon (54)
Olivier Bohuon, Chief Executive Officer. Olivier joined the Board and was appointed Chief Executive Officer in April 2011. He is a member of the Nomination & Governance Committee. Olivier has had extensive international and leadership experience within a number of pharmaceutical and healthcare companies. Prior to joining Smith & Nephew, he was President of Abbott Pharmaceuticals, a division of Abbott Laboratories based in the US, where he was responsible for the entire business, including R&D, Global Manufacturing and global support functions. He is also Non-Executive Director of Virbac Group.
The Rt Hon Baroness Bottomley of Nettlestone DL (64)
The Rt Hon Baroness Bottomley of Nettlestone DL, Independent Non-Executive Director. Baroness Bottomley was appointed a Director on 12 April 2012 and is a member of the Remuneration Committee. She has extensive experience and understanding of healthcare. She was appointed a Life Peer in 2005 following her career as a Member of Parliament between 1984 and 2005, and served successively as Secretary of State for Health and then National Heritage. She holds a number of positions within the public and private healthcare sector. She is a Director of International Resources Group Limited, Member of the International Advisory Board of Chugai Pharmaceutical Company Limited, Chancellor of University of Hull, Pro Chancellor of the University of Surrey, Governor of the London School of Economics and Trustee of the Economist.
Julie Brown (50)
Julie Brown, Chief Financial Officer. Julie joined the Board on 4 February 2013 as Chief Financial Officer. Julie is a Chartered Accountant and Fellow of the Institute of Taxation with international experience and a deep understanding of the healthcare sector. She trained with KPMG and then worked for AstraZeneca plc, where she served as Vice President Group Finance, and more recently, as Interim Chief Financial Officer. Prior to that she was Regional Vice President Latin America, Marketing Company President AstraZeneca Portugal and Vice President Corporate Strategy and Research and Development Chief Financial Officer. She has previously held Vice President Finance positions in all areas of the healthcare value chain, including Commercial, Operations, R&D and Business Development.
Sir John Buchanan (69)
Sir John Buchanan, Non-Executive Chairman. Sir John was appointed Independent Non-Executive Deputy Chairman in 2005 and was appointed Chairman and Chairman of the Nominations Committee in April 2006 (now the Nomination & Governance Committee). Sir John has broad international experience gained in large and complex international businesses. He has substantial experience in the petroleum industry and knowledge of the international investor community. He has held various leadership roles in strategic, financial, operational and marketing positions, including executive experience in different countries. He is a former Executive Director and Group Financial Officer of BP, serving on the BP Board for six years until 2003. He is Chairman of ARM Holdings plc, Senior Independent Director of BHP Billiton Plc, Chairman of International Chamber of Commerce (UK) Limited and Chairman of UK Trustees for the Christchurch Earthquake appeal.
Nationality: British / New Zealand.
Richard De Schutter (72)
Richard De Schutter, Senior Independent Non-Executive Director. Richard was appointed a Director in January 2001 and was appointed Senior Independent Director in April 2011. He is also a member of the Audit, Nomination & Governance, Ethics & Compliance and Remuneration Committees. Richard has had extensive US corporate experience at Chief Executive and Chairman level in a number of major corporations with primarily a scientific, chemical, engineering or pharmaceutical focus including G.D. Searle & Co., Monsanto Company, Pharmacia Corporation and DuPont Pharmaceuticals Company. He is Chairman of Durata Therapeutics, Inc., Non-Executive Chairman of Incyte Corporation, Non-Executive Director of Navicure Inc., Non-Executive Director of Sprout Pharmaceuticals and Non-Executive Director of Celtic Therapeutics.
Michael Friedman (69)
Michael Friedman, will be appointed as an Independent Non-Executive Director on 11 April 2013 and will immediately offer himself to shareholders for re-election. Michael has been Chief Executive Officer of City of Hope, the prestigious cancer research and treatment institute in California. He also serves as Director of the institution's comprehensive cancer centre and holds the Irell & Manella Cancer Center Director's Distinguished Chair. He was formerly senior vice president of research, medical and public policy for Pharmacia Corporation and has served as Deputy Commissioner and Acting Commissioner at the US Food and Drug Administration. He has also served on a number of Boards in a Non-Executive capacity, including RiteAid Corporation. He is also Non-Executive Director of Celgene Corporation and Mannkind Corporation.
Dr Pamela Kirby (59)
Dr Pamela Kirby, Independent Non-Executive Director and Chairman of the Ethics & Compliance Committee. Pamela was appointed a Director in March 2002. She is also a member of the Remuneration Committee. Pamela has extensive commercial and product development experience within the international pharmaceutical and healthcare industry. Her last executive position was as Chief Executive of Quintiles Transnational Corp. in the US, having previously held senior positions in various pharmaceutical companies including AstraZeneca and F. Hoffmann-La Roche. She is now a Non-Executive Chairman of Scynexis, Inc., Non-Executive Director of Informa plc, Non-Executive Director of Victrex plc and a Non-Executive Member of the Board of Simmons & Simmons LLP.
Brian Larcombe (59)
Brian Larcombe, Independent Non-Executive Director. Brian was appointed a Director in March 2002 and is a member of the Audit, Nomination & Governance and Remuneration Committees. Brian spent his career in private equity with 3i Group. After leading the UK investment business for a number of years, he became Finance Director and then Chief Executive of the Group following its flotation. He is well known in the City and has held a number of Non-Executive Directorships. He is currently a Non-Executive Director of gategroup Holding AG and a Non-Executive Director of Incisive Media Holdings Limited.
Joseph Papa (57)
Joseph Papa, Independent Non-Executive Director and Chairman of the Remuneration Committee. Joseph was appointed a Director in August 2008. He is also a member of the Audit and Ethics & Compliance Committees. Joseph has had nearly 30 years’ experience in the pharmaceutical industry working for a number of companies both in the US and Switzerland. He is now Chairman and Chief Executive of Perrigo, one of the largest over the counter pharmaceutical companies in the US, having held senior positions at Novartis, Cardinal Health Inc. and Pharmacia Corporation.
Ajay Piramal (57)
Ajay Piramal, Independent Non-Executive Director. Ajay was appointed a Director on 1 January 2012. Ajay is one of India’s most respected businessmen. He enabled the Piramal Group to transform from a textile-centric group to a US$2.0 bn conglomerate in diversified areas. He has extensive industry and market knowledge and international experience. He has held a number of global healthcare leadership positions in both India and internationally. He is Chairman of Piramal Enterprises Limited, Piramal Glass Limited, Allergan India Pvt. Limited, IndiaREIT Fund Advisors Pvt. Limited, Director of DB Corp Limited, Chairman of the Board of Governors of the Indian Institute of Technology, Indore, Member of the Board of Dean’s Advisors at Harvard Business School and Chairman of Pratham India.
Resolutions 15 and 16: Re-appointment and remuneration of auditors
Resolution 15 proposes the re-appointment 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 16 proposes that their remuneration be determined by the Directors.
Resolution 17: General authority to allot shares
Resolution 17 seeks to renew the Directors’ general authority to allot shares up to an aggregate nominal amount of US$60,332,536 as permitted by the Company’s Articles of Association and pursuant to the provisions of section 551 of the Act. This amount is equivalent to 301,662,682 shares and represents approximately one-third of the nominal amount of the issued share capital (excluding treasury shares) as at 19 February 2013 (the latest practicable date prior to publication of this notice). 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.
The authority sought under this resolution will expire at the conclusion of the Annual General Meeting in 2014 or on 30 June 2014, whichever is the earlier.
At 19 February 2013 (the latest practicable date prior to publication of this notice), the Company held 59,503,197 Ordinary Shares in treasury.
Resolution 18: Disapplication of pre-emption rights
Resolution 18 is a special resolution which seeks to renew the Directors’ power to allot shares or grant rights over shares or sell 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$9,049,880 (being 5% of the issued Ordinary Share capital (excluding treasury shares) at 19 February 2013, the latest practicable date prior to publication of this notice). If given, this authority will expire at the conclusion of the Annual General Meeting in 2014 or on 30 June 2014, 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 in accordance with the Pre-Emption Group Statement of Principles.
The Board will continue to seek to renew this authority at each Annual General Meeting in accordance with best practice.
Resolution 19: Purchase of own shares
Resolution 19 is a special resolution. The Company is seeking approval of the renewal of the general authority from shareholders to purchase the Company’s own shares. In deciding whether to resume 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 cancellation. As at 19 February 2013 (the latest practicable date prior to publication of this notice) 59,503,197 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 minimum and maximum 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.
As at 19 February 2013 (the latest practicable date prior to publication of this notice), the total number of options over shares and share awards outstanding under all the Company’s share plans was 24,467,954 which if exercised or vested would represent 2.7% of the Company’s issued share capital (excluding treasury shares) at that date. If the Company were to purchase its own shares to the fullest possible extent of its authority from shareholders (existing and being sought), this number of outstanding options and share awards could potentially represent 3.4% of the issued share capital (excluding treasury shares) of the Company. There are no warrants outstanding.
Resolution 20: Notice period for general meetings other than the Annual General Meeting
Resolution 20 is a special resolution and is required to reflect the implementation of the Companies (Shareholders’ Rights) Regulations 2009 which increased the notice period for general meetings of the Company to 21 days.
Under UK Company Law, a general meeting, other than an Annual General Meeting may be called on 14 clear days’ notice with shareholder approval. In order to preserve this ability, Resolution 20 seeks the necessary shareholder approval, which will be effective until the Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed.
In order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting.
The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
1. Only those shareholders on the register of members of the Company as at 6:00 pm on 9 April 2013 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 9 April 2013 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/her. You may register your proxy appointment via our registrar’s website at www.sharevote.co.uk. To be effective, the proxy appointment must reach the Company’s registrars not later than 2:00 pm on 9 April 2013.
2. A member is entitled to appoint another person as his/her proxy to exercise all or any of his/her 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/her. 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. A Form of Proxy for the meeting is enclosed, 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 (excluding VAT) plus network extras) or +44 (0)121 415 7072 if calling from outside the UK. Lines are open 8:30 am to 5:30 pm, Monday to Friday, excluding UK public holidays.
3. Any corporate shareholder may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
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 11 April 2013 and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be found at www.euroclear.com/CREST. 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 2:00 pm on 9 April 2013. 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 provider(s) should note that Euroclear does not make available 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/her 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 e-mails 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. Any shareholder attending the Annual General Meeting has the right to ask questions. The Company must cause to be answered any questions relating to the business being dealt with at the meeting unless to do so would interfere with the business of the meeting, be undesirable in the interests of the Company or the good order of the meeting, involve the disclosure of confidential information or if the answer has already been given on the Company’s website.
7. Shareholders should note it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, 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 Act. Where the Company is required to place a statement on a website under section 527 of the Act, 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 Act to publish on a website.
8. 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 Act (“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 Act, writes to you directly for a response.
9. The following documents, which are available for inspection during normal business hours at the registered office of the Company on any weekday (excluding Saturday, Sunday and UK public holidays), will also be available for inspection at the place of the Annual General Meeting from 1:30 pm on the day of the meeting until the conclusion of the meeting:
(a) copies of service contracts and letters of appointment of the Directors with the Company;
(b) the register of interests of the Directors in the share capital of the Company; and
(c) copies of the deeds of indemnity of the Directors.
10. As at 19 February 2013 (being the latest practicable date prior to publication of this notice) the Company’s issued share capital (excluding treasury shares) consists of 904,988,045 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 904,988,045.
11. No electronic address (within the meaning of section 333(4) of the Act) provided in this Notice of Meeting (or in any related documents including the Chairman’s letter and Form of Proxy) may be used to communicate with the Company for any purposes other than those expressly stated.
12. A copy of the Notice of Meeting and other information required by section 311A of the Act can be found at the Company’s website (www.smith-nephew.com/notice2013).
13. As soon as practicable after the Annual General Meeting the results of the poll (and other information required by section 341 of the Act) will be announced via a regulated information service and made available on the Company’s website (www.smith-nephew.com).