Smiths : 2021 Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING 2021

Circular to shareholders

The one hundred and seventh Annual General Meeting of Smiths Group plc will be held at Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR on Wednesday, 17 November 2021 at 11.30am

ARRANGEMENTS

With continued uncertainty around the status of the coronavirus pandemic and prevailing restrictions, the Board strongly recommends that shareholders do not attend the Annual General Meeting (AGM) in person and instead are encouraged to appoint the Chairman of the meeting as their proxy or to submit their votes in advance of the AGM and to join remotely via the webcast provision which is detailed in this Notice.

THIS DOCUMENT IS IMPORTANT AND

REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services & Markets Act 2000.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the

sale or transfer so they can pass these documents to the person who now holds the shares.

Smiths Group plc Notice of Annual General Meeting FY2021

1

NOTICE OF ANNUAL GENERAL MEETING

Notice of Annual General Meeting

Notice is hereby given that the one hundred and seventh Annual General Meeting of Smiths Group plc (the 'Company') will be held

at Freshfields Bruckhaus Deringer,

100 Bishopsgate, London EC2P 2SR

on Wednesday, 17 November 2021 at 11.30am.

granted to subscribe for or convert any security into shares after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution 'rights issue' means an offer to:

(a) ordinary shareholders in proportion

(as nearly as may be practicable) to

their existing holdings; and

(b) people who are holders of other

equity securities if this is required

by the rights of those securities or, if

the Directors consider it necessary,

as permitted by the rights of those

securities to subscribe for further

securities by means of the issue

of a renounceable letter (or other

negotiable document) which may be

traded for a period before payment

Resolutions 1 to 17 and 22 are proposed as ordinary resolutions. Resolutions 18 to 21 (inclusive) are proposed as special resolutions.

Resolutions

1. To receive the reports of the Directors and the auditors and the audited accounts for the financial year ended 31 July 2021.
2. To approve the Directors' Remuneration Policy set out on pages 112-119 of the Directors' Remuneration Report contained within the annual report and accounts for the financial year ended 31 July 2021, such Directors' Remuneration Policy to take effect from the date of its approval.
3. To approve the Directors' Remuneration Report contained within the annual report and accounts for the financial year ended 31 July 2021.
4. To declare a final dividend of 26 pence per ordinary share recommended by the Directors for the financial year ended 31 July 2021 to be payable on 19 November 2021 to shareholders on the register of members at 6.00 pm on 22 October 2021.
5. To elect Paul Keel as a Director.
6. To re-elect Sir George Buckley as a Director.
7. To re-elect Pam Cheng as a Director.
8. To re-elect Dame Ann Dowling as a Director.
9. To re-elect Tanya Fratto as a Director.
10. To re-elect Karin Hoeing as a Director.
11. To re-elect William Seeger as a Director.
12. To re-elect Mark Seligman as a Director
13. To re-elect John Shipsey as a Director.

1. To re-elect Noel Tata as a Director.
2. To reappoint KPMG LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before
   the Company.
3. To authorise the Audit & Risk Committee, acting for and on behalf Board, to determine the remuneration of the auditors.
4. That the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:
5. 1. up to an aggregate nominal amount of £49,562,100; and
   2. comprising equity securities (as defined in Section 560(1) of the Act up to an aggregate nominal amount of £49,562,100 (including within such limit any shares issued or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue, such authorities to apply in substitution for all previous authorities pursuant to Section
      551 of the Act and to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 January 2023 but, in each case, so that the Company may, before such expiry, make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to be

for the securities is due, but

subject to such exclusions or other

arrangements as the Directors

may deem necessary or expedient

in relation to treasury shares,

fractional entitlements, record dates

or legal, regulatory or practical

problems in, or under the laws of,

any territory or any other matter.

18. That, if Resolution 17 above is passed,

the Directors be authorised to allot

equity securities (as defined in the

Companies Act 2006) (the 'Act')) for

cash under the authority given by

that resolution and/or sell to ordinary

shares held by the Company as treasury

shares for cash as if section 561 of the

Act did not apply to any such allotment

or sale, such authority to be limited:

(a) to allotments for rights issues and

other pre-emptive issues; and

(b) to the allotment of equity securities

or sale of treasury shares

(otherwise than under paragraph

(a) above) up to a nominal amount

of £7,434,315, such authority to expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2023 but, in each case, so that the Company may, before such expiry, make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such

2	Smiths Group plc Notice of Annual General Meeting FY2021

offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

1. 'rights issue' has the same meaning as in Resolution 17 above;
2. 'pre-emptiveissue' means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
3. references to an allotment of equity securities shall include a sale of treasury shares; and
4. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

19. That, if Resolution 17 is passed, the Directors be authorised pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') in addition to any authority granted under Resolution 18 to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply

to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,434,315; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors 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, such authority to expire (unless previously renewed, varied or revoked by the Company

in general meeting) at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2023 but, in each case, so the Company may, before such expiry, make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

20. That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the Companies Act 2006 (the 'Act') to make market purchases (as defined in Section 693 of the Act) of ordinary shares of 37.5p each in the capital of the Company on such terms and in such manner as the Directors may determine provided that:

1. the maximum number of ordinary shares which may be purchased is 39,649,680;
2. the minimum price (exclusive of expenses) which may be paid for each share is 37.5p;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share of the Company shall not be more than the higher of: (i) an amount equal to 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official list, for the five business days prior to the day on which the ordinary share is 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 bid for an ordinary share on the trading venue where the purchase is carried out.
4. this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2023; and
5. a contract for the purchase of shares under this authority may be made before the expiry of this authority and concluded wholly or partly after the expiry of this authority.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
2. That, in accordance with Part 14 of the Companies Act 2006 (the 'Act'), the Company and every other company which is now or may become a subsidiary of the Company at any time during the period during which this resolution is in force is hereby authorised to:
3. 1. make donations to political parties and/or independent election candidates;
   2. make donations to political organisations other than political parties; and
   3. incur political expenditure, up to an aggregate amount of £50,000 and the amount authorised under each of paragraphs (a), (b) and (c) shall also be limited to such amount.

The authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, the close of business on 31 January 2023. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.

For the purposes of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the Act.

By Order of the Board

Matthew Whyte

COMPANY SECRETARY 19 October 2021

Registered office:

4th floor, 11-12 St James's Square London SW1Y 4LB

Registered in England and Wales no. 00137013

Smiths Group plc Notice of Annual General Meeting FY2021

3

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

The notes on the following pages provide an explanation of the proposed resolutions.

Resolutions 1 to 17 and 22 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 18 to 21 (inclusive) 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.

The Chairman confirms, on behalf of the Board, that each Director standing for election or re-election continues to be effective and demonstrates commitment to their respective roles.

See the appendix to the Notes on pages 9 and 10 for detailed biographies, including the contribution of each Director and their importance to the Company's long-term sustainable success. Their biographies are also available on pages 87 to 89 of the FY2021 Annual Report and the Company's website, www.smiths.com. The Nomination

• Governance Committee Report on page 97 of the FY2021 Annual Report provides further information in support of Director re-election.

Resolutions 15 and 16: Re-appointment and remuneration of KPMG LLP as auditor

The Board, on the advice of the Audit

Recommendation

Your Directors believe that all the proposals to be considered at the Annual General Meeting (the 'AGM') are in the best interests of the Company and its shareholders as a whole, and recommend shareholders to vote in favour of the resolutions. The Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings.

Resolution 1: Adoption of reports and accounts

The Directors must present the reports of the Directors and the accounts of the Company for the year ended 31 July 2021 to shareholders at the AGM. The reports of the Directors (including the Strategic Report), the accounts, and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are required to be audited are contained within the FY2021 Annual Report.

Resolution 2: Approval of Directors' Remuneration Policy

Under section 439A of the Companies Act 2006 (the 'Act'), the Directors must separately propose for approval by shareholders a remuneration policy for the Company's Directors (the 'Directors 'Remuneration Policy'), set out in the Remuneration Report, at least every three years. The Directors' Remuneration Policy is set out on pages 112 to 119 of the FY2021 Annual Report and an explanation of the changes from the policy approved by shareholders at the 2018 AGM is set out on page 110. Shareholders will have a binding vote on this resolution. Once the Directors' Remuneration Policy is approved, it will take effect from the date of approval by shareholders and will apply until replaced

by a new or amended policy. Once effective, the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of shareholders.

Resolution 3: Approval of Directors' Remuneration Report

Under Section 420 of the Act, the Directors must prepare a remuneration report detailing the remuneration of the Directors and containing a statement by the Chair of the Remuneration Committee. The Act also requires that a resolution be put to shareholders each year for their approval of that report. This is an advisory resolution only.

Resolution 4: Declaration of final dividend

A final dividend can only be paid after the shareholders have approved it at a general meeting. If the final dividend is approved, it will be payable on 19 November 2021 to shareholders on the register of members at 6.00pm on 22 October 2021 (the record date).

From November 2019, Smiths Group stopped issuing dividend cheques. In order to have dividends paid directly to your bank or building society account please contact Equiniti for a copy of the Bank Mandate Form if you have not already done so.

Resolutions 5 to 14: Election and Re-election of Directors

Paul Keel was appointed to the Board since the last AGM and, in accordance with the Company's Articles of Association, will retire and stand for election at the AGM.

• Risk Committee (summarised in the Audit & Risk Committee Report on page 104 of the FY2021 Annual Report), recommends the reappointment of KPMG LLP as auditors, to hold office until the next meeting before which the accounts are laid (Resolution 15).

Resolution 16 authorises the Audit & Risk Committee, acting for and on behalf of the Board, to determine the remuneration of KPMG LLP for their services as auditors.

Resolution 17: Authority to allot shares

The purpose of Resolution 17 (the 'allotment resolution') is to renew the Directors' power to issue and allot new shares in the Company.

The authority in paragraph (a) of Resolution 17 will allow the Directors to allot new shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to a nominal value of £49,562,100, which is equivalent to approximately one third of the nominal amount of the ordinary share capital of the Company in issue on 4 October 2021.

The authority in paragraph (b) will allow Directors to pre-emptively allot new shares or to grant rights to subscribe for or convert any security into shares in the Company only in connection with a rights issue up to an aggregate nominal amount of £49,562,100, which is equivalent to approximately two thirds of the nominal amount of the ordinary share capital of the Company in issue at 4 October 2021 (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical considerations). This is

in line with guidance published by the Investment Association.

4	Smiths Group plc Notice of Annual General Meeting FY2021

There are no present plans to undertake a rights issue or allot new shares other than in connection with the Company's share option schemes and plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities.

As at 4 October 2021, the Company did not hold any treasury shares.

If the resolution is passed the authority will expire on the earlier of the close of business on 31 January 2023 and the end of the AGM due to be held in 2022, unless previously renewed, varied or revoked.

Resolutions 18 and 19: Disapplication of pre-emption rights

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders, in proportion to their existing holdings.

The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the shareholders have first waived

their pre-emption rights. The purpose of Resolutions 18 and 19 (together the 'disapplication of pre-emption rights resolutions') is to enable shareholders to waive their pre-emption rights.

Resolution 18 authorises Directors to allot new shares, pursuant to the authority given by Resolution 17 (the 'allotment resolution'), or to sell treasury shares for cash:

1. in connection with a rights issue or pre-emptive issue; and/or
2. otherwise up to a nominal value of £7,434,315, equivalent to approximately 5% of the total issued ordinary
   share capital of the Company as at 4 October 2021

in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

Resolution 19 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or specified capital investment

which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authority under Resolution 19 is limited to a nominal value of £7,434,315, equivalent to approximately 5% of the nominal value of the ordinary share capital of the Company in issue on 4 October 2021.

Taken together, the allotment resolution and the disapplication of pre-emption rights resolutions will allow the Directors to issue new shares for cash or sell treasury shares without offering the shares first to existing shareholders in proportion to their existing holdings under the following circumstances:

1. in connection with a rights issue or other pre-emptive issue, with a nominal value equivalent to two-thirds of the present issued share capital (which will allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas shareholders);
2. for any other purpose, with a nominal value equivalent to 5% of the present issued share capital; and
3. in connection with the financing or refinancing of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment, with a nominal value equivalent to 5% of the present issued share capital but subject to an overall aggregate limit equivalent to two-thirds of the present issued share capital.

The Directors intend to adhere to the provisions in the Pre-Emption Group's statement of Principles, as updated in March 2015, and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 18 either in excess of an amount equal to 5% of the total issued ordinary share capital of the Company (excluding treasury shares) or in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period, without prior consultation with shareholders. Adherence to the principles would not preclude issuances under the authority sought under Resolution 19.

The Directors consider it desirable and believe it appropriate to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable non-

pre-emptive allotments to take place to finance business opportunities.

The allotment and the disapplication of pre-emption rights resolutions comply with the Share Capital Management Guidelines issued by the Investment Association in July 2016 and the disapplication of preemption rights resolutions largely follow the resolution templates issued by the PreEmption Group in May 2016.

If the resolutions are passed, the authorities will expire on the earlier of the close of business on 31 January 2023 and the end of the AGM due to be held in 2022, unless previously renewed, varied or revoked.

As at 4 October 2021, the Company did not hold any treasury shares. If the Company were to create treasury shares, e.g. through the market purchase of its own shares, the subsequent sale of any treasury shares (or the use of treasury shares to satisfy obligations under the Company's share schemes and plans) would be counted as equivalent to the issue of new shares for the purpose of the limitations on the issue of new shares included in the allotment resolution and disapplication of pre-emption rights resolutions.

Resolution 20:

Purchase of own shares

The effect of this resolution is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 39,649,680 ordinary shares. The authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next AGM of the Company, or, if earlier, the close of business on 31 January 2023. This represents approximately 10% of the number of ordinary shares in issue as at 4 October 2021 and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable, which reflect the requirements of the FCA's Listing Rules.

Under the Act, the Company can hold shares which have been purchased as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes.

The Directors believe that it is desirable for the Company to have these choices available, as holding the purchased shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on and no voting rights will be exercised in respect of treasury shares.

Smiths Group plc Notice of Annual General Meeting FY2021

5