Response to Statements

Smith & Nephew Plc
09 July 2003


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

9 July 2003

    Smith & Nephew: response to Centerpulse and InCentive Capital statements

Smith & Nephew plc notes the statements made today by the Boards of Centerpulse
AG and InCentive Capital AG regarding the current offers to acquire Centerpulse.

Smith & Nephew is convinced that a combination of its own business with that of
Centerpulse will offer shareholders, employees and customers of both companies a
superior opportunity for enhanced long-term value.

Smith & Nephew is continuing to review its options.  Pending the outcome of that
review, Centerpulse and InCentive Capital shareholders are strongly advised to
take no action in respect of the Zimmer offers.  Under Swiss takeover
legislation all offers will remain open for acceptances until 27 August.

Enquiries:

Smith & Nephew
Angie Craig                                             Tel: [phone]
Corporate Affairs Director

Financial Dynamics
Jonathan Birt                                           Tel: [phone]

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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