Offer Update

Smith & Nephew Plc
28 May 2003

28 May 2003


SMITH & NEPHEW OBTAINS EUROPEAN REGULATORY CLEARANCE FOR CENTERPULSE COMBINATION


Smith & Nephew announces that it has received regulatory clearance for its
combination with Centerpulse AG from the European Commission.


Accordingly, all competition and antitrust related conditions to Smith &
Nephew's combination with Centerpulse have now been satisfied. The wait period
under anti-trust legislation in the United States expired earlier this month.


Smith & Nephew reiterates that Zimmer's intention to make a formal offer for
Centerpulse is subject to a number of conditions, as well as further due
diligence, following which Zimmer has reserved the right to reduce its offer
price.


Enquiries:

Smith & Nephew plc                                      Tel: [phone]

Angie Craig
Corporate Affairs Director

Financial Dynamics                                      Tel: [phone]

David Yates


United States of America


The offer for Centerpulse shares is being made in the United States only through
a prospectus/offer to exchange, which is part of a registration statement filed
with the SEC by Smith & Nephew Group.  Centerpulse shareholders who are US
persons or are located in the United States are urged to read the registration
statement, including the prospectus/offer to exchange included therein, and the
other documents filed, or to be filed, with the SEC by Smith & Nephew Group or
Centerpulse relating to the Centerpulse offer, because they contain important
information about the Centerpulse offer.  You may obtain a free copy of these
documents from the SEC's Web site at www.sec.gov.  You may also obtain this
information from Morrow & Co., Inc., the U.S. information agent for the
Centerpulse offer, at [phone], or by e-mail at
[e-mail].



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