Smiths : 2023 Notice of Annual General Meeting

2 NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL

GENERAL MEETING

Notice is hereby given that the one hundred and ninth Annual General Meeting of Smiths Group plc (the 'Company') will be held at Freshfields Bruckhaus Deringer, 100 Bishopsgate, London EC2P 2SR on Thursday,

16 November 2023 at 11.00am.

Resolutions 1 to 16 and 21 are proposed as ordinary resolutions. Resolutions 17 to 20 (inclusive) are proposed as special resolutions.

RESOLUTIONS

REPORTS AND ACCOUNTS

1. To receive the reports of the Directors and the auditors and the audited accounts for the financial year ended 31 July 2023.
2. To approve the Directors' Remuneration Report contained within the annual report and accounts for the financial year ended 31 July 2023.

FINAL DIVIDEND

3. To declare a final dividend of 28.7 pence per ordinary share recommended by the Directors for the financial year ended 31 July 2023 to be payable on 24 November 2023 to shareholders on the register of members at 6.00pm on 20 October 2023.

ELECTION AND RE-ELECTION

OF DIRECTORS

1. To elect Steve Williams as a Director.
2. To re-elect Pam Cheng as a Director.
3. To re-elect Dame Ann Dowling as a Director.
4. To re-elect Karin Hoeing as a Director.
5. To re-elect Richard Howes as a Director.
6. To re-elect Paul Keel as a Director.
7. To re-elect Clare Scherrer as a Director.
8. To re-elect William Seeger as a Director.
9. To re-elect Mark Seligman as a Director.
10. To re-elect Noel Tata as a Director.

RE-APPOINTMENT AND

REMUNERATION OF KPMG LLP AS

AUDITOR

14. To reappoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

15. To authorise the Audit & Risk Committee, acting for and on behalf of the Board, to determine the remuneration of the auditor.

AUTHORITY TO ALLOT SHARES

16. 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 up to an aggregate nominal amount of £43,442,291, 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 2025 but, in each case, so 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 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.

DISAPPLICATION OF PRE-EMPTION RIGHTS

17. That, if Resolution 16 above is passed, the Directors be authorised pursuant to Section 570 and Section 573 of the Companies Act 2006 (the 'Act') to allot equity securities (as defined in the Act) for cash under the authority given by that resolution 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 limited:

1. to allotments in connection with rights issues and other pre-emptive issues 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;
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph
   (a) above) up to a nominal amount of £13,032,687; and

1. when any allotment of equity securities is or has been made pursuant to paragraph (b)
   (a 'paragraph (b) allotment'), the allotment of additional equity securities or sale of additional treasury shares up to a nominal amount equal to 20% of the nominal amount of that paragraph (b) allotment, provided that any allotment pursuant to this paragraph (c) is for the purposes of making a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of 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 2025 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 offer or agreement as if the authority had not expired.

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

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 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 for the securities is due,

1. 'other pre-emptive issue' 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

NOTICE OF ANNUAL GENERAL MEETING

CONTINUED 3

1. references to an allotment of equity securities shall include a sale of treasury shares; and
2. 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.

18. That, subject to the passing of Resolution 16, the Directors be authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act'), in addition to any authority granted under Resolution 17, to allot equity securities (as defined in the Act) and/or sell ordinary shares held by the Company as treasury shares for cash, pursuant to the authority given by Resolution 16, as if section 561 of the CA 2006 did not apply to any such allotment or sale, provided such authority shall be limited to:

1. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (b)) up to an aggregate nominal amount of £13,032,687, provided that the allotment is for the purposes of financing (or refinancing, if the authority is to be used within
   12 months after the original transaction) a transaction which the Directors determine to be an acquisition or specified 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; and
2. when any allotment of equity securities or sale of treasury shares is or has been made pursuant to paragraph (a)
   (a 'paragraph (a) allotment'), the allotment of additional equity securities or sale of additional treasury shares up to an aggregate amount equal to 20% of the aggregate amount of that paragraph
   (a) allotment, provided that any allotment pursuant to this paragraph (b) is for the purposes of making a follow-on offer determined by the Directors to be of a kind contemplated by paragraph 3 of section 2B of 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, at the close of business on 31 January 2025, but, in each case, so the Company may, before such expiry, make offers and enter into agreements during the relevant period which would, or might, require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) under any such offer or agreement as if the authority had not expired.

PURCHASE OF OWN SHARES

19. 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 34,753,833;
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:

1. 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
2. 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;

1. 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, at the close of business on 31 January 2025; and

1. 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.

NOTICE OF GENERAL MEETINGS

20. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

POLITICAL DONATIONS

21. That, in accordance with Part 14 of the Companies Act 2006 (the 'Act'), the Company and every other company which is now or becomes a subsidiary of the Company at any time during the period during which this resolution is in force is hereby authorised to:

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 2025. 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 12 October 2023

Registered office:

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

Registered in England and Wales no. 00137013

Resolutions 1 to 16 and 21 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 17 to 20 (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.

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:

RECEIPT 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 2023 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 FY2023 Annual Report.

RESOLUTION 2: APPROVAL OF DIRECTORS' REMUNERATION REPORT

Under Section 420 of the Companies Act 2006 (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 & People 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 3: DECLARATION OF FINAL DIVIDEND

A final dividend can only be paid after shareholders have approved it at

a general meeting. If the final dividend is approved, it will be payable on

24 November 2023 to shareholders on the register of members at 6.00pm on 20 October 2023 (the record date).

From November 2019, Smiths Group plc stopped issuing dividend cheques. In order for shareholders to have dividends paid directly to their bank or building society account they should contact the Company's registrar, Equiniti, for a copy of the Bank Mandate Form.

RESOLUTIONS 4 TO 13: ELECTION AND RE-ELECTION OF DIRECTORS

As previously announced, Sir George Buckley will retire from the Board at the conclusion of the AGM and will therefore not stand for re-election. Steve Williams, having been appointed to the Board since the last AGM will, in accordance with the Company's Articles of Association, retire and stand for election at the AGM. Subject to Steve Williams' election by shareholders, he will become Chair of the Smiths Group plc Board upon Sir George Buckley's retirement.

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

10 and 11 for detailed biographies of the Directors. Their biographies are also available on pages 80 and 81 of the FY2023 Annual Report and the Company's website, www.smiths.com. The Nomination & Governance Committee Report on page 87 of the FY2023 Annual Report provides further information in support of the Director re-elections.

RESOLUTIONS 14 AND 15: REAPPOINTMENT AND REMUNERATION OF KPMG LLP AS AUDITOR

The Board, on the advice of the Audit & Risk Committee (summarised in the Audit

• Risk Committee Report on pages 95 and 96 of the FY2023 Annual Report), recommends the reappointment of KPMG LLP as auditor, to hold office until the next meeting before which the accounts are laid (Resolution 14).

Resolution 15 authorises the Audit & Risk Committee, acting for and on behalf of the Board, to determine the remuneration of KPMG LLP for their services as auditor.

RESOLUTION 16:

AUTHORITY TO ALLOT

SHARES

The purpose of Resolution 16 (the 'allotment resolution') is to renew the Directors' power to issue and allot new shares in the Company.

The authority in Resolution 16 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 £43,442,291, which is equivalent to approximately one third of the nominal amount of the ordinary share capital of the Company in issue on 2 October 2023.

As at 2 October 2023, 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 2025 and the end of the AGM due to be held in 2024, unless previously renewed, varied or revoked.

The Directors have no current intention to use this authority, but it is sought to ensure the Directors maintain maximum flexibility in response to capital management.

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

CONTINUED 5

RESOLUTIONS 17 AND 18: 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 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 shareholders have first waived their pre-emption rights. The purpose of Resolutions 17 and 18 (together the 'disapplication of pre-emption rights resolutions') is to enable shareholders to waive their pre-emption rights.

Resolution 17 authorises Directors to allot new shares, pursuant to the authority given by Resolution 16 (the 'allotment resolution'), or to sell treasury shares for cash:

1. in connection with a rights issue or other pre-emptive issue to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders;
2. otherwise up to a nominal value of £13,032,687, equivalent to approximately 10% of the total issued ordinary share capital of the Company as at 2 October 2023; and/or
3. for the purposes of a follow-on offer (such follow-on offer determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles) when an allotment of shares has been made under paragraph (b), up to a nominal amount equal to 20% of the nominal value of any shares allotted under paragraph (b),

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

Resolution 18 additionally authorises the Directors to allot new shares, pursuant to the authority given by Resolution 16, or to sell treasury shares for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings.

The authority in Resolution 18 is limited to the allotment of shares or sale of treasury shares for cash:

1. up to a nominal amount of £13,032,687 which represents approximately a further 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 2 October 2023, which may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within twelve months of the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Pre-emption Group's 2022 Statement of Principles;
2. for the purposes of a follow-on offer (such follow-on offer must be determined by the Directors to be of a kind contemplated by the Pre-Emption Group's 2022 Statement of Principles) when an allotment of shares has been made under paragraph (a), up to a nominal amount equal to 20% of the nominal value of any shares allotted under paragraph (a).

The allotment and the disapplication of pre-emption rights resolutions are within the guidance set out in The Investment Association's Share Capital Management Guidelines issued in February 2023 and the Pre-emption Principles. The Directors intend to follow the shareholder protections contained in section 2B

and the expected features of a follow-on offer in paragraph 3 of section 2B of the Pre-Emption Group's 2022 Statement of Principles.

If the resolutions are passed, the authorities and waivers will expire on the earlier of the close of business on

31 January 2025 and the end of the AGM due to be held in 2024, unless previously renewed, varied or revoked.

As at 2 October 2023, 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 19: PURCHASE OF OWN SHARES

The effect of this resolution is to grant authority to the Company to purchase its own ordinary shares, up to a maximum of 34,753,833 ordinary shares. The 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, at the close of business on 31 January 2025. This represents approximately 10% of the number of ordinary shares in issue as

at 2 October 2023 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.

Although the Directors do not currently have any intention of exercising the authority granted by this resolution, this resolution provides the flexibility to allow them to do so in the future. In considering whether to use this authority, the Directors will take into account market conditions, appropriate gearing levels, the Company's share price, other investment opportunities and the overall financial position of the Company. The Directors will only exercise the authority to purchase ordinary shares where they consider that such purchases will be in the best interests of shareholders generally and will result in an increase in earnings per share.