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Notice is hereby given that the eighty-seventh Annual General Meeting
of Smiths Group plc will be held at the offices of J P Morgan plc,
10 Aldermanbury, London EC2V 7RF on Tuesday 13 November 2001 at
12.00 noon for the following purposes:
Ordinary business
1. To adopt the Reports of the Directors and the auditors
and the audited accounts for the year ended 31 July 2001.
2. To declare a final dividend on the ordinary shares.
To re-appoint the following directors:
3. Mr E Lindh
4. Mr A M Thomson
5. Sir Nigel Broomfield
6. Sir Colin Chandler
7. Mr J M Hignett
8. Mr J Langston
9. Mr D P Lillycrop
Notes
Messrs Lindh and Thomson will retire by rotation in accordance
with Articles 73 and 74.
Sir Nigel Broomfield, Sir Colin Chandler and Messrs Hignett, Langston
and Lillycrop will retire following their appointments during the
year.
Sir Nigel Broomfield, Sir Colin Chandler and Mr Hignett are all
members of the Audit and the Nominations and Remuneration Committees.
10. To re-appoint PricewaterhouseCoopers as auditors to the
company.
11. To authorise the directors to determine the remuneration
of the auditors.
Special business
12. To consider and, if thought fit, pass the following ordinary
resolution:
That, in accordance with Article 6 of the Articles of Association
of the company, the directors be and are hereby authorised to allot
relevant securities having a nominal value not exceeding £46,324,123
in aggregate (such authority to expire on the day falling five years
after the passing of this resolution) and that all previous authorities
under section 80 of the Companies Act 1985 are hereby revoked and
shall henceforth cease to have effect.
13. To consider and, if thought fit, pass the following special
resolution:
That, in accordance with Article 7 of the Articles of Association
of the company, the directors be and are hereby authorised to allot
equity securities for cash, and for the purposes described in paragraph
(b) of Article 7, the nominal amount to which this power is limited
shall be £6,948,618 (such authority to expire on the day falling
five years after the passing of this resolution), and that all previous
authorities under section 95 of the Companies Act 1985 are hereby
revoked and shall henceforth cease to have effect.
14. To consider and, if thought fit, pass the following special
resolution:
That the company is hereby generally and unconditionally authorised
to make market purchases (within the meaning of section 163 of the
Companies Act 1985) of ordinary shares of 25p each in the capital
of the company ('ordinary shares') provided that:
(a) the maximum number of ordinary shares hereby authorised
to be purchased is 55,588,948;
(b) the minimum price which may be paid for an ordinary share
is 25p per ordinary share;
(c) the maximum price which may be paid for an ordinary share
is an amount equal to 105% of the average middle market quotations
for an ordinary share, as derived from the London Stock Exchange
Daily Official List, for the five business days immediately preceding
the day on which the ordinary share is purchased;
(d) the authority hereby conferred shall expire at the conclusion
of the next general meeting of the company, unless such authority
is renewed at such time; and
(e) the company may make a contract to purchase ordinary shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiry of such authority and may make a purchase in pursuance of
any such contract.
15. To consider and, if thought fit, pass the following ordinary
resolution:
That the amendments to the rules of the Smiths Industries 1995 Executive
Share Option Scheme (the 'Scheme') as explained in the letter to
shareholders from the Chairman dated 12 October 2001 (and the Appendix
to that letter) and as shown in the amended rules in the form produced
to the meeting and initialled by the Chairman for the purposes of
identification be and they are hereby approved and adopted (subject
to any amendments required by the Inland Revenue in order to maintain
approval of Section A of the Scheme under Schedule 9 to the Income
and Corporation Taxes Act 1988).
By Order of the Board
David P Lillycrop
Director and Secretary
12 October 2001
Registered Office:
765 Finchley Road, London NW11 8DS
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