EGM Statement

Smiths Group PLC
21 May 2001

   Smiths Group plc - Proposed demerger of the Automotive Systems Division
                             Results of Meetings

At separate meetings of Smiths Group shareholders and the holders of Smiths
Group Letters of Contingent Entitlement (LCE) held earlier today, the
resolutions proposed, including that to approve the demerger of the Automotive
Systems Division, were duly passed. The Demerger is being effected by way of a
scheme of arrangement under Section 425 of the Companies Act.

At a Court Meeting of LCE Holders, also held today, the resolution proposed to
approve the Scheme of Arrangement was duly passed by the requisite majority.
The Scheme of Arrangement is subject to the approval of the Court.

As announced on 14 March 2001, it is intended that the Automotive Systems
Division will be demerged to a new, unlisted, independent company to be called
TI Automotive Limited.

The indicative timetable for implementation of the Demerger is as follows:
Court Hearing to approve the Scheme    22 June, 2001
Scheme Effective Date                  30 June, 2001
Completion of the Demerger              2 July, 2001

Enquiries:
Smiths Group
Russell Plumley or Richard Bayliss
Tel: [phone]