SMITH & NEPHEW PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of November 16, 1999 Amended and Restated as of August 7, 2000Deposit Agreement • April 25th, 2003 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • New York
DEPOSIT AGREEMENT dated as of November 16, 1999, as amended and restated as of August 7, 2000 , as amended and restated as of ___________, 2003 among SMITH & NEPHEW GROUP PLC, incorporated under the laws of England and Wales (herein called the Issuer), SMITH & NEPHEW PLC, incorporated under the laws of England and Wales (herein called S&N), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts (as hereinafter defined) issued hereunder.
Exhibit A to Deposit AgreementDeposit Agreement • April 25th, 2003 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
representing deposited Ordinary Sharesordinary shares, nominal value 12 ½ pence each, of Smith & Nephew Group plc (herein called "Shares") of Smith & Nephew plc, incorporated under the laws of England and Wales (herein called the "Issuer"), which Shares include a beneficial interest in common access shares of Smith & Nephew plc (herein called “S&N”), which are held for the benefit of the holders of Shares by the Smith & Nephew Common Access Trust. At the date hereof, each American Depositary Share represents ten (10) Shares which are either deposited or subject to deposit under the deposit agreement at The Bank of New York’s London office (herein called the "Custodian"). The Depositary's Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.
