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, 2000 Amended and Restated as of _________________, 2003Deposit Agreement • December 11th, 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, and as further amended and restated as of ________, 2003, among SMITH & NEPHEW PLC, incorporated under the laws of England and Wales (herein called the Issuer), 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 issued hereunder.
Exhibit A to Deposit AgreementSmith & Nephew PLC • December 11th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
representing deposited ordinary shares, nominal value 12 2/9 pence each (herein called "Shares") of Smith & Nephew plc, incorporated under the laws of England and Wales (herein called the "Issuer"). At the date hereof, each American Depositary Share represents five (5) 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.
November 16, 1999Smith & Nephew PLC • December 11th, 2003 • Orthopedic, prosthetic & surgical appliances & supplies
