11 April 2013
Smith & Nephew plc
Resolutions passed at the Annual General Meeting
Smith & Nephew plc announces the results of the voting by poll on the resolutions put to its Annual General Meeting held at 2pm on 11 April 2013.
Resolution |
For/Discretion (Number of votes) |
Percentage For/Discretion (%) |
Against (Number of votes) |
Withheld (Number of votes) |
Total votes validly cast |
Percentage of relevant shares in issue (%) |
Ordinary resolutions |
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1. To receive and adopt the audited accounts |
647,984,559 |
99.89 |
732,060 |
1,368,336 |
648,716,619 |
71.55 |
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2. To approve the Directors' Remuneration Report |
613,386,066 |
96.50 |
22,233,539 |
14,465,350 |
635,619,605 |
70.10 |
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3. To declare a final dividend |
649,102,418 |
100.00 |
18,880 |
963,657 |
649,121,298 |
71.59 |
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4. To re-elect Ian Barlow |
644,482,627 |
99.29 |
4,585,545 |
1,016,783 |
649,068,172 |
71.59 |
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5. To re-elect Olivier Bohuon |
615,544,595 |
94.83 |
33,544,395 |
995,965 |
649,088,990 |
71.59 |
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6. To re-elect The Rt Hon Baroness Bottomley of Nettlestone DL |
642,724,161 |
98.98 |
6,628,704 |
732,090 |
649,352,865 |
71.62 |
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7. To re-elect Julie Brown |
645,842,186 |
99.50 |
3,232,233 |
1,010,536 |
649,074,419 |
71.59 |
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8. To re-elect Sir John Buchanan |
626,538,966 |
97.25 |
17,692,469 |
5,853,520 |
644,231,435 |
71.05 |
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9. To re-elect Richard De Schutter |
632,318,513 |
98.60 |
8,980,546 |
8,785,896 |
641,299,059 |
70.73 |
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10. To re-elect Michael Friedman |
647,203,392 |
99.73 |
1,735,992 |
1,145,571 |
648,939,384 |
71.57 |
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11. To re-elect Dr Pamela Kirby |
644,994,188 |
99.39 |
3,952,545 |
1,138,222 |
648,946,733 |
71.57 |
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12. To re-elect Brian Larcombe |
642,218,383 |
98.90 |
7,133,031 |
733,541 |
649,351,414 |
71.62 |
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13. To re-elect Joseph Papa |
643,658,207 |
99.17 |
5,415,805 |
1,010,943 |
649,074,012 |
71.59 |
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14. To re-elect Ajay Piramal |
632,829,194 |
97.50 |
16,246,119 |
1,009,642 |
649,075,313 |
71.59 |
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15.To re-appoint the Ernst & Young LLP as auditors |
620,958,283 |
98.37 |
10,265,952 |
18,860,720 |
631,224,235 |
69.62 |
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16. To authorise the Directors to determine the remuneration of the auditors |
633,008,521 |
98.69 |
8,372,336 |
8,704,098 |
641,380,857 |
70.74 |
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17. To renew the Directors' authority to allot shares |
620,107,737 |
95.54 |
28,925,759 |
1,051,459 |
649,033,496 |
71.58 |
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Special resolutions |
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18. To renew the Directors' authority for the disapplication of the pre-emption rights |
638,423,805 |
98.37 |
10,572,823 |
1,088,327 |
648,996,628 |
71.58 |
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19. To renew the Directors' limited authority to make market purchases of the Company's own shares. |
648,163,704 |
99.86 |
918,749 |
1,002,502 |
649,082,453 |
71.59 |
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20. To authorise general meetings to be held on 14 clear days' notice |
578,854,032 |
89.18 |
70,245,252 |
985,671 |
649,099,284 |
71.59 |
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The number of Ordinary Shares in issue on 9 April 2013 at 6pm (excluding shares held in Treasury) was 906,734,927. 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.
A copy of the Resolutions passed as Special Resolutions at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility, which is situated at: http://www.morningstar.co.uk/uk/NSM
Gemma Parsons
Deputy Company Secretary
Smith & Nephew plc
Tel: +44 (0)20 7401 7646