Download the 2014 Chairman's Letter and Notice of Meeting (PDF 126KB)
26 February 2014
Annual General Meeting 2014
The Annual General Meeting of Smith & Nephew plc (the “Company”) is to be held on Thursday, 10 April 2014, at No.11 Cavendish Square, London W1G 0AN, see the map here for your reference. The meeting will commence at 2:00 pm and refreshments will be available from 1:00 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 2012 (the “Code”) all Directors will stand for election or re-election at the 2014 Annual General Meeting. Accordingly, as part of the ordinary business of the meeting, resolutions 5 to 13 inclusive are to elect and re-elect Directors.
Biographical details of the Directors are included in the explanatory notes to the Notice of Meeting.
As announced on 31 October 2013, I shall be retiring as a Director and the Chairman of Smith & Nephew plc following the Annual General Meeting. I have thoroughly enjoyed leading the Board through its journey over the past nine years and wish everyone at Smith & Nephew success for the future.
Roberto Quarta joined the Board as Chairman Elect on 4 December 2013 and is standing for election as Director and subject to his election will be appointed Chairman following the Annual General Meeting. He is a member of the Nomination & Governance Committee. He has significant management experience spanning a broad range of manufacturing and service businesses in both the UK and internationally. He is Chairman of IMI plc, a FTSE 100 listed engineering business, Chairman of Clayton, Dubilier & Rice and Chairman of the Supervisory Board of Rexel SA.
I congratulate Roberto Quarta upon his appointment as Chairman Elect and feel proud he is inheriting a successful company.
Ajay Piramal will retire from the Board following the Annual General Meeting, due to pressure of other work commitments. We wish to take this opportunity to thank him for his support over the past two years.
Richard De Schutter will retire from the Board following the Annual General Meeting. Richard has served on the Board since January 2001 as a Non-executive Director and a member of a number of Board Committees. He has been the Senior Independent Director since April 2011. We wish to thank him for his vast contribution to Smith & Nephew and his support to the Board over the past 13 years. Brian Larcombe will replace Richard De Schutter as Senior Independent Director as at 10 April 2014, subject to his re-election at the Annual General Meeting.
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, 8 April 2014 or by returning the enclosed Form of Proxy.
Sir John Buchanan
Notice is hereby given that the seventy-seventh Annual General Meeting of the members of Smith & Nephew plc will be held on Thursday, 10 April 2014 at 2:00 pm at No.11, Cavendish Square, London W1G 0AN, 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 2013 together with the reports of the Directors and the Auditor thereon.
2. To approve the Directors' Remuneration Policy in the form set out in the Directors’ Remuneration Report in the Company’s Annual Report (Pages 64 to 72 of the 2013 Annual Report).
3. To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report for the year ended 31 December 2013 (Pages 62 to 63 and 73 to 85 of the 2013 Annual Report).
4. To declare a final dividend of 17.00 US cents per Ordinary Share in respect of the year ended 31 December 2013 payable on 7 May 2014 to shareholders on the register of the Company at the close of business on 22 April 2014.
5. To re-elect Ian Barlow as a Director of the Company.
6. To re-elect Olivier Bohuon as a Director of the Company.
7. To re-elect The Rt. Hon Baroness Virginia Bottomley as a Director of the Company.
8. To re-elect Julie Brown as a Director of the Company.
9. To re-elect Michael Friedman as a Director of the Company.
10. To re-elect Pamela Kirby as a Director of the Company.
11. To re-elect Brian Larcombe as a Director of the Company.
12. To re-elect Joseph Papa as a Director of the Company.
13. To elect Roberto Quarta as a Director of the Company.
14. To re-appoint Ernst & Young LLP as the Auditor of the Company.
15. To authorise the Directors to determine the remuneration of the Auditor of the Company.
16. To renew the authorisation of the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the “Act”), and as permitted by the Company’s Articles of Association, 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 up to an aggregate nominal amount of US$59,587,616 in accordance with section 551(3) and (6) of the Act.
Such authorisation shall expire at the conclusion of the Annual General Meeting of the Company in 2015 or on 30 June 2015, 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 be granted after this authority expires, the Directors may allot such 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.
17. That, subject to the passing of resolution 16, the Directors be and are hereby authorised, pursuant to sections 570(1) and 573 of the Act, 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 16 and/or through the sale of treasury shares, as if section 561 of that Act did not apply to any such allotment or sale, provided such power be limited:
(a) to the allotment of equity securities and/or sale of treasury shares 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 and/or sale of treasury shares up to an aggregate nominal amount of US$8,938,142 provided that such authorisation shall expire at the conclusion of the Annual General Meeting of the Company in 2015 or on 30 June 2015, whichever is the 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 equity securities to be allotted after this authority expires, the Directors may allot securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
18. 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 cents 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 89,381,424 representing approximately 10% of the issued Ordinary Share capital (excluding treasury shares) as at 24 February 2014 (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 cents 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 Regulation 2003(No.2273/2003);
(d) unless previously renewed, varied or revoked by the Company at a General Meeting, this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2015 or on 30 June 2015, 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.
19. 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, 26 February 2014.
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.
Resolutions 2 and 3: Directors’ Remuneration Report and implementation of the Directors’ Remuneration Policy
New requirements relating to the content of the Directors’ Remuneration Report became effective on 1 October 2013 following changes to the Act. In accordance with these changes the Directors’ Remuneration Report in the 2013 Annual Report contains:
– A statement, as in previous years, by Joseph Papa, Chairman of the Remuneration Committee;
– The Directors’ Remuneration Policy, which describes the Company’s policy relating to Directors’ remuneration (including any future exit payments) with effect from 10 April 2014; and
– The Directors’ Remuneration Report which sets out payments made during the financial year ended 31 December 2013 and explains how the remuneration policy will be implemented in 2014.
The Directors’ Remuneration Policy is set out on pages 64 to 72 of the Annual Report and is subject to a binding shareholder vote by ordinary resolution at least every three years (resolution 2).
If approved by shareholders the Directors’ Remuneration Policy will become effective following the Annual General Meeting on 10 April 2014. At 24 February 2014 (the latest practicable date prior to publication of this Notice) no payments are being made to former Directors. With effect from 10 April 2014 any payments not in line with this policy will require a separate ordinary resolution to be put to a general meeting. Any future changes to the Directors’ Remuneration Policy will also require further shareholder approval.
If the Directors’ Remuneration Policy is not approved by shareholders on 10 April 2014 then, to the extent permitted by the Act, the Company will continue to make payments to Directors in accordance with existing contractual arrangements and will seek shareholder approval for a revised policy as soon as practicable.
Joseph Papa’s statement and the Directors’ Remuneration Report are set out on pages 62 to 63 and 73 to 85. As in previous years this is subject to an advisory vote by ordinary resolution (resolution 3).
Resolution 4: Dividend
The proposed dividend is declared as a final dividend and, as such, is dependent on shareholder approval.
Resolutions 5 to 13: Election or 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 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.
During 2013 a performance evaluation was conducted. It is the opinion of the Board that Olivier Bohuon as Chief Executive Officer and Julie Brown, Chief Financial Officer, who was appointed to the Board on 4 February 2013, should both remain members of the Board. The Board also recommends the election of the Chairman Elect, Roberto Quarta, as a Director and his subsequent appointment as Chairman. In accordance with the Code, the Board has reviewed the independence of those Non-executive Directors who have been in place for more than six years. We are mindful that some of our Non-executive Directors have served on the Board for a period of time that some might regard as likely to impact their independence. We do not believe this to be the case, but have reviewed the length of service of our Non-executive Board members and have taken this into consideration, when making the changes to the Board composition outlined above. Following the Annual General Meeting, Brian Larcombe and Pamela Kirby will be the only directors to have served on the Board for more than nine years. We believe that they will continue to give wise counsel and advice within the context of the Company’s recent history and that this will be useful to the new Chairman in the transition period.
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 standing for re-election should be re-appointed for a further year.
Ian Barlow (62)
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 PLC, Non-executive Director of Foxtons Group plc, Board Member of the China-Britain Council and Chairman of The Racecourse Association.
Olivier Bohuon (55)
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 Virginia Bottomley (65)
The Rt. Hon Baroness Virginia Bottomley, Independent Non-executive Director. Baroness Virginia Bottomley was appointed a Director in April 2012 and is a member of the Remuneration Committee. She has extensive experience and understanding of healthcare. Baroness Virginia Bottomley was appointed a Life Peer in 2005 following her career as a Member of Parliament between 1984 and 2005. She 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. Baroness Virginia Bottomley is a Director of International Resources Group Limited, Member of the Advisory Board of Chugai Pharmaceutical Co., Chancellor of University of Hull and Sheriff of Hull, Pro Chancellor of the University of Surrey, Governor of the London School of Economics and Trustee of The Economist Newspaper.
Julie Brown (51)
Julie Brown, Chief Financial Officer. Julie joined the Board on 4 February 2013 as Chief Financial Officer and was elected as a Director by shareholders at the Annual General Meeting on 11 April 2013. 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 held commercial roles as Regional Vice President Latin America, Marketing Company President AstraZeneca Portugal, and Vice President Corporate Strategy and R&D 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.
Michael Friedman (70)
Michael Friedman, Independent Non-executive Director. Michael joined the Board and was appointed and elected by shareholders at the Annual General Meeting on 11 April 2013. He is a member of the Ethics & Compliance Committee. Michael was formerly Chief Executive Officer of City of Hope, the prestigious cancer research and treatment institute in California and is now Executive for Special Projects and Emeritus Cancer Center Director. He has also served as Director of the institution's comprehensive cancer centre and held 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 (60)
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 Chief Executive of Quintiles Transnational Corporation in the US, having previously held senior positions in various pharmaceutical companies including AstraZeneca PLC and F. Hoffmann-La Roche. She is now Non-executive Chairman of Scynexis, Inc., Senior Independent Non-executive Director of Informa plc, Non-executive Director of DCC plc and Non-executive Director of Victrex plc.
Brian Larcombe (60)
Brian Larcombe, Independent Non-executive Director. Brian was appointed a Director in March 2002 and is a member of the Nomination & Governance, Audit and Remuneration Committees. He will become Senior Independent Director following the Annual General Meeting on 10 April 2014. 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 (58)
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 Ethics & Compliance and Audit Committees. Joseph has had over 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 Company plc, one of the largest over the counter pharmaceutical companies in the US, having held senior positions at Novartis International AG, Cardinal Health, Inc. and Pharmacia Corporation.
Roberto Quarta (64)
Roberto Quarta, Independent Non-executive Director and Chairman Elect. Roberto was appointed a Director on 4 December 2013. He is a member of the Nomination & Governance Committee. Roberto has significant management experience spanning a broad range of manufacturing and service businesses in both the UK and internationally. He is Chairman of IMI plc, a FTSE 100 listed engineering business, Chairman of Clayton, Dubilier & Rice and Chairman of the Supervisory Board of Rexel SA. Previously, he was Chief Executive and then Chairman of BBA Group plc.
Nationality: American / Italian.
Resolutions 14 and 15: Re-appointment and remuneration of the Auditor
Resolution 14 proposes the re-appointment of Ernst & Young LLP as the Company’s auditor 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.
Ernst & Young, or its predecessors have been our external auditor since we floated in 1937.
We have regularly reviewed the provision of external audit services and because we have been satisfied with the quality and cost of the work undertaken by Ernst & Young, we have not considered it necessary to competitively tender the appointment. We are however mindful of the recent changes to the Code, the prospective new requirements of the Competition Commission to tender regularly and of some of our shareholders’ views regarding the length of tenure of the external auditor. We recognise that now is the time to consider putting the external audit out to tender. We chose not to do this in 2013 given the very recent appointment of Julie Brown as Chief Financial Officer. We have however decided that following the Annual General Meeting in 2014, we will go out to tender in 2014 with a view to appointing a new external auditor or re-appointing Ernst & Young as external auditor, for the year ending 31 December 2015.
Resolution 15 proposes that the Auditor’s remuneration be determined by the Directors.
Resolution 16: General authority to allot shares
Resolution 16 seeks to renew the Directors’ general authority to allot shares up to an aggregate nominal amount of US$59,587,616 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 297,938,081 shares and represents approximately one-third of the nominal amount of the issued share capital (excluding treasury shares) as at 24 February 2014 (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 these shares.
The authority sought under this resolution will expire at the conclusion of the Annual General Meeting in 2015 or on 30 June 2015, whichever is the earlier (unless previously renewed, varied or revoked by the Company in a general meeting). At 24 February 2014 (the latest practicable date prior to publication of this notice), the Company held 25,122,968 Ordinary Shares in treasury.
Resolution 17: Disapplication of pre-emption rights
Resolution 17 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$8,938,142 (being 5% of the issued Ordinary Share capital (excluding treasury shares) at 24 February 2014, 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 2015 or on 30 June 2015, whichever is the earlier (unless previously renewed, varied or revoked by the Company in a general meeting). 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 18: Purchase of own shares
Resolution 18 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. On 7 May 2013 the Company commenced a $300 million buy back programme and at 31 December 2013 $226 million had been spent resulting in 18,210,000 Ordinary Shares being bought back by the Company. The Company has also cancelled a total of 51,000,000 Ordinary Shares during that period. In February 2014, we announced that the buy back programme would cease in light of our strategic priorities including supplementing our organic growth through the acquisition of Arthrocare.
If we decide 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 subsequent cancellation.
As at 24 February 2014 (the latest practicable date prior to publication of this notice) 25,122,968 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 24 February 2014 (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 16,846,823 which if exercised or vested would represent 1.88% 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 2.30% of the issued share capital (excluding treasury shares) of the Company. There are no warrants outstanding.
Resolution 19: Notice period for general meetings other than the Annual General Meeting
Resolution 19 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 19 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 competitive business advantage of shareholders as a whole.
1. Only those shareholders on the register of members of the Company as at 6:00 pm on 8 April 2014 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 8 April 2014 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 registrar not later than 2:00 pm on 8 April 2014.
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 registrar 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 registrar of the Company on 0871 384 2081 (calls to this number are charged at 8p per minute plus network extras. Lines are open 8:30 am to 5:30 pm, Monday to Friday, excluding UK public holidays. Telephone +44 (0)121 415 7072 if calling from outside the UK).
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 10 April 2014 and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be found at www.euroclear.com. 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 8 April 2014. 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 of the Company; and
(b) copies of the deeds of indemnity of the Directors.
10. As at 24 February 2014 (being the latest practicable date prior to publication of this notice) the Company’s issued share capital (excluding treasury shares) consists of 893,814,245 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 893,814,245.
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/notice2014).
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).