Offer Update

Smith & Nephew Plc
06 August 2003



6 August 2003


                                  SMITH & NEPHEW

               NO INCREASED OFFERS FOR CENTERPULSE AND INCENTIVE


Smith & Nephew has completed a detailed review of the options in relation to its
bids for Centerpulse AG and its largest shareholder, InCentive Capital AG.
After careful consideration, Smith & Nephew has decided that it is not in the
best interests of its shareholders to submit increased offers for Centerpulse
and InCentive Capital.


Smith & Nephew's existing offers for Centerpulse and InCentive Capital remain
open until 27 August 2003, in accordance with the timetable established by the
Swiss Takeover Board.


Chief Executive Sir Christopher O'Donnell commented: 'Smith & Nephew is a
disciplined buyer.  The basic premise of every acquisition we undertake is that
it must create value for our shareholders.  Our review of the circumstances did
not identify enough value for a revised offer.


'Our half-year results last week demonstrated the strength of Smith & Nephew.
We are well placed to continue our strong track record of growth and we remain
confident of further good progress from each of our businesses.'




Enquiries


Angie Craig                                           Tel: [phone]
Smith & Nephew

David Yates                                           Tel: [phone]
Financial Dynamics





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 US information agent for the
Centerpulse offer, at [phone], or by e-mail at
[e-mail]




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