EGM Statement

Smith & Nephew Plc
19 May 2003


19 May 2003



Smith & Nephew Shareholder Resolutions Approved

Offer for InCentive Capital AG: Acceptance Condition Satisfied



The Board of Smith & Nephew plc announces that all of the resolutions considered
at its Preference Shareholder Meeting, Extraordinary General Meeting and Court
Meeting held earlier today were passed, authorising the Board to:



-        introduce a new holding company, to be known as Smith & Nephew Group
plc;



-        complete the proposed acquisition of Centerpulse AG (and the related
proposed acquisition of InCentive Capital AG which owns 18.9% of Centerpulse),
subject to the satisfaction of all other conditions; and



-        repay the Preference Shares of Smith & Nephew plc.



Separately, with respect to the offer for InCentive Capital AG, the company
announces that by 10am today it had received valid acceptances in excess of the
minimum acceptance level of 80% stipulated as a condition of the offer.  The
offer will remain open until 24 June 2003.



Enquiries:

Smith & Nephew plc

Angie Craig                                          Tel: [phone]
Corporate Affairs Director

Financial Dynamics
David Yates                                          Tel: [phone]






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