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Smiths Group PLC Proxy Solicitation & Information Statement 2026

Jul 2, 2026

4613_agm-r_2026-07-02_c5703ed0-ab3b-4983-b3fa-c1bbf5ebf1ab.pdf

Proxy Solicitation & Information Statement

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smiths

General Meeting ('GM') – 23 July 2026 at 2.00pm

This General Meeting of Smiths Group plc will be a virtual meeting and can be accessed via https://meetings.lumiconnect.com/100-416-602-398

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You can appoint and register your proxy vote electronically at www.shareview.co.uk using the adjacent Shareholder Reference Number. Alternatively, complete this Proxy Form and return it in the enclosed reply-paid envelope. Before completing this Proxy Form, please read the explanatory notes overleaf.

Proxy Form

I/We, the undersigned, being a member of Smiths Group plc (the 'Company'), hereby appoint the Chairman of the Meeting* as my/our proxy to attend, speak and vote (see notes overleaf) on my/our behalf at the GM of the Company to be held on 23 July 2026 and at any adjournment thereof.

In relation to the resolutions set out in the Notice convening the GM, I/we desire my/our proxy to vote on the resolutions proposed at the GM as indicated below.

Note: If you do not indicate your voting instructions below, your proxy will vote or withhold the vote at their discretion on the resolutions specified below and, unless instructed otherwise, on any other business (including amendments to resolutions) which may come before the GM. If you withhold from voting on any resolution(s) your vote will not be counted in the calculation of the proportion of votes 'For' and 'Against' the resolution(s).

  • If you want to appoint someone else as proxy, delete 'the Chairman of the Meeting' above and insert in the box below the name of the preferred proxy (see Note 1).

Name of proxy

Number of shares on which authorised to vote

Multiple proxies appointed (see Note 3)

Shareholder Reference Number ('SRN')

Please indicate your vote by marking the 'For' or 'Against' or 'Vote withheld' boxes in black ink like this: ☑

Resolution

Authority to make market purchases of shares

For

Against

Vote withheld

Signature

Date

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EXPLANATORY NOTES TO THE PROXY FORM

  1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote at the GM on their behalf. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter, in the box below the proxy holder's name, the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the Notice of GM and the explanatory notes. If you have not given specific instructions on how your proxy should vote in respect of any resolution, your proxy will have discretion as to whether, and how to vote on that resolution, in respect of the shares in relation to which they are authorised to act as your proxy. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting.

  2. The proxy form gives your proxy or proxies full rights to attend, speak and vote at the GM. If you wish to restrict the rights of the Chairman as your proxy, please cross out either or both of the words 'speak' and 'vote' in the first paragraph of the proxy form, as you feel appropriate.

  3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar, Equiniti, on +44 (0)371 384 2943 or you may photocopy this form. Please indicate in the box below the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned together in the same envelope. Please note that if multiple proxies are appointed, each proxy may only be appointed to exercise the rights attached to a different share or shares held by the appointing shareholder.

  4. The 'Vote withheld' boxes are provided to enable you to abstain from voting on any particular resolution. You should note, however, that a 'Vote withheld' is not a vote in law and will not be counted in determining the proportion of votes cast 'For' and 'Against' a resolution on a poll, but will be counted in determining if a quorum is present.

  5. Paper proxy forms must be received at Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA; not later than 48 hours before the GM to be effective (i.e. before 2.00pm on 21 July 2026). If the proxy form is signed by someone else on your behalf, their authority to sign must be returned with the proxy form. In the case of a corporation, the appointment of a proxy must be executed either under its common seal or by a duly authorised officer or agent. In the case of joint holders, any holder may sign. The vote of a more senior joint holder on the register of members will be accepted to the exclusion of a junior joint holder. For this purpose, the order in which the names of the joint holders are recorded in the register of members will determine seniority (the first-named being the most senior).

  6. Only those shareholders registered in the register of members of the Company at 6.30pm on 21 July 2026 (or, in the event of any adjournment, 6.30pm on the date which is two days before the time of the reconvening of the adjourned meeting) shall be entitled to vote at the GM in respect of the number of shares registered in their respective names at that time. Changes to entries on the register after the relevant deadline shall be disregarded in determining the rights of any person voting at the GM.

  7. Information on voting electronically via the internet or through CREST is contained in the notes to the Notice of GM.

  8. Completion of a proxy form (or submission of an electronic proxy appointment) does not prevent a shareholder voting at the GM if he or she wishes to do so. In such circumstances, any appointment of a proxy would be automatically revoked.

  9. You can change your proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut off time for receipt of proxy appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time has passed will be disregarded. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If it cannot be determined which proxy form was received last, none of the forms shall be treated as valid in respect of the relevant shares.

  10. You may not use any electronic address or telephone number provided either on the proxy form, in these explanatory notes, in the Notice of GM or in any related documents to communicate with the Company for any purposes other than those expressly stated.