30 April 2025
Smith & Nephew plc (the "Company")
The Company announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held on 30th April 2025. All resolutions proposed were passed by shareholders and the results of the polls are as follows:
| Resolution |
For/Discretion (Number of votes) |
Percentage For/Discretion (%) |
Against (Number of votes) |
Percentage Against (%) |
Total votes validly cast |
Percentage of relevant shares in issue (%) |
Withheld (Number of votes) |
|
| Ordinary resolutions |
||||||||
| 1 |
To receive the audited accounts |
699,314,224 |
98.98 |
7,221,684 |
1.02 |
706,535,908 |
80.66 |
17,289,574 |
| 2 |
To approve the Directors' Remuneration Report (excluding Policy) |
662,105,430 |
92.60 |
52,896,564 |
7.40 |
715,001,994 |
81.63 |
9,339,790 |
| 3 |
To declare a final dividend |
716,790,066 |
99.05 |
6,905,085 |
0.95 |
723,695,151 |
82.62 |
128,275 |
| 4 |
To elect Sybella Stanley |
712,722,022 |
99.00 |
7,165,720 |
1.00 |
719,887,742 |
82.18 |
3,810,440 |
| 5 |
To re-elect Rupert Soames OBE |
626,576,775 |
87.73 |
87,627,349 |
12.27 |
714,204,124 |
81.54 |
9,580,701 |
| 6 |
To re-elect Jo Hallas |
717,021,891 |
99.10 |
6,539,129 |
0.90 |
723,561,020 |
82.60 |
236,523 |
| 7 |
To re-elect Simon Lowth |
701,842,901 |
97.00 |
21,716,546 |
3.00 |
723,559,447 |
82.60 |
237,970 |
| 8 |
To re-elect John Ma |
716,518,455 |
99.03 |
7,038,556 |
0.97 |
723,557,011 |
82.60 |
240,576 |
| 9 |
To re-elect Jeremy Maiden |
716,019,625 |
98.96 |
7,539,764 |
1.04 |
723,559,389 |
82.60 |
238,315 |
| 10 |
To re-elect Katarzyna Mazur- Hofsaess |
716,984,727 |
99.09 |
6,569,914 |
0.91 |
723,554,641 |
82.60 |
242,863 |
| 11 |
To re-elect Deepak Nath |
716,939,175 |
99.08 |
6,641,438 |
0.92 |
723,580,613 |
82.61 |
217,653 |
| 12 |
To re-elect Marc Owen |
698,758,475 |
97.05 |
21,209,644 |
2.95 |
719,968,119 |
82.19 |
3,829,377 |
| 13 |
To re-elect Angie Risley |
683,221,045 |
94.43 |
40,318,498 |
5.57 |
723,539,543 |
82.60 |
258,183 |
| 14 |
To re-elect John Rogers |
713,836,073 |
98.65 |
9,739,785 |
1.35 |
723,575,858 |
82.61 |
218,596 |
| 15 |
To re-elect Bob White1 |
|||||||
| 16 |
To re-appoint Deloitte LLP as the Auditor |
717,912,230 |
99.21 |
5,740,883 |
0.79 |
723,653,113 |
82.61 |
167,021 |
| 17 |
To authorise the Directors to determine the remuneration of the Auditor |
717,941,271 |
99.21 |
5,726,844 |
0.79 |
723,668,115 |
82.62 |
156,301 |
| 18 |
To renew the authorisation of the Directors to allot shares |
676,383,112 |
93.47 |
47,221,750 |
6.53 |
723,604,862 |
82.61 |
209,028 |
| Special resolutions |
||||||||
| 19 |
To renew the Directors'authorityfor the disapplication of the pre-emption rights |
673,505,058 |
93.09 |
49,992,851 |
6.91 |
723,497,909 |
82.60 |
314,383 |
| 20 |
To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments |
662,347,940 |
91.54 |
61,181,098 |
8.46 |
723,529,038 |
82.60 |
284,514 |
| 21 |
To renew the Directors' limited authority to make market purchases of the Company's own shares |
715,166,744 |
98.97 |
7,424,409 |
1.03 |
722,591,153 |
82.49 |
1,224,785 |
| 22 |
To authorise general meetings to be held on 14 clear days' notice |
665,588,773 |
91.98 |
58,035,592 |
8.02 |
723,624,365 |
82.61 |
178,907 |
1. Resolution 15 was withdrawn due to Bob White stepping down from the Board on 30 April 2025.
The number of ordinary shares in issue on 28 April 2025 at 6pm (excluding shares held in Treasury) was 877,710,150. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
In accordance with Listing Rule 9.6.2, a copy of the resolutions, passed as Special Business, will be submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
LEI: 213800ZTMDN8S67S1H61