Comments on Swiss Takeover

Smith & Nephew Plc
12 June 2003


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM CANADA, AUSTRALIA
OR JAPAN.

12 June 2003

                            SMITH & NEPHEW COMMENTS ON
                         SWISS TAKEOVER BOARD ANNOUNCEMENT


The Swiss Takeover Board (STOB) this morning made public certain procedural
recommendations in relation to Smith & Nephew's offers to acquire Centerpulse AG
and InCentive Capital AG.  These include the proposed timetable for the
competing offers for Centerpulse AG and InCentive Capital AG, which will be run
concurrently with a potential offer end date of 25 August, and that the major
shareholders of InCentive Capital AG may withdraw the shares already tendered to
the Smith & Nephew offer.  Smith & Nephew is reviewing these recommendations and
their implications for its offers.


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]


Enquiries:


Smith & Nephew

Angie Craig                                             Tel: [phone]
Corporate Affairs Director

Financial Dynamics
David Yates                                             Tel: [phone]


                      This information is provided by RNS
            The company news service from the London Stock Exchange