Cancellation of Pref. Shares

Smith & Nephew Plc
23 June 2003



23 June 2003





The Secretary

London Stock Exchange

RNS

Old Broad Street

London

EC2N 1HP







Dear Sirs,



Cancellation and Repayment of Preference Shares and Scheme of Arrangement.



At a hearing on Friday, 20 June 2003, the High Court approved the cancellation
and repayment of all of the issued and unissued 5.5 per cent. cumulative
preference shares of £1 each in Smith & Nephew plc (the 'Preference Shares') by
way of a reduction of capital. The reduction of capital is expected to become
effective today, Monday, 23 June 2003, and the 268,500 issued Preference Shares
are expected to cease trading on the London Stock Exchange and be cancelled from
the Official List of the UK Listing Authority on Tuesday, 24 June 2003.



Under the terms of the cancellation and repayment, Preference shareholders will
receive £1.38 per Preference Share together with accrued dividends to the date
of repayment. Preference Shareholders will be sent a cheque no later than
Monday, 7 July 2003.



At the same hearing the High Court agreed, at the request of Smith & Nephew, to
adjourn the hearing of the proposed scheme of arrangement until such later time
as Smith & Nephew may request.  Smith & Nephew requested the adjournment to
allow it to consider the impact of Zimmer's offers for Centerpulse A.G. and
InCentive Capital A.G. on the Smith & Nephew scheme of arrangement.



Yours faithfully,







P.R. Chambers

Company Secretary





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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