Commentary & Deal Flow

Smith+Nephew announces cash tender offer for up to $250 million of its outstanding 2.032% notes due 2030

Smith+Nephew, the global medical technology company (the "Company") (LSE:SN, NYSE: SNN), announces today an offer to purchase for cash (the "Tender Offer"), upon the terms and subject to the conditions set forth in an offer to purchase dated September 8, 2026 (the "Offer to Purchase"), up to U.S.$250 million aggregate principal amount (the "Maximum Tender Amount") of the Company's 2.032% Senior Notes due 2030 (the "Notes") from each registered holder of the Notes (each a "Holder" and collectively, the "Holders"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Holders are advised to read carefully the Offer to Purchase for full details of, and information on the procedures for participating in, the Tender Offer. The following table sets forth certain information relating to pricing for the Tender Offer.

(1)    No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed in this announcement or printed on the Notes. They are provided solely for convenience.

(2)    The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as defined in the Offer to Purchase), the Dealer Manager (as defined below) referred to below will quote the Reference Treasury Security from the updated Bloomberg Reference Page.

(3)    The Company reserves the right to increase or decrease the Maximum Tender Amount by press release no later than the third business day before the Expiration Time (as defined below).

Purpose of the Tender Offer

The purpose of the Tender Offer together with the Concurrent Notes Offering (as defined below) is to proactively manage the Company's debt portfolio and to extend the average maturity profile of the Company's existing debt. Notes that are accepted and purchased in the Tender Offer will be canceled and will no longer remain outstanding obligations of the Company.

New Notes and Financing Condition

The Company announced on September 8, 2026 its intention, subject to market conditions, to issue senior notes due 2036 (the "New Notes") in the concurrent notes offering (the "Concurrent Notes Offering"). Whether the Company will accept for purchase any Notes validly tendered in the Tender Offer is subject to, and conditioned upon, satisfaction or, where applicable, waiver of, the Company receiving aggregate gross proceeds from the Concurrent Notes Offering at or prior to the Expiration Time in an amount that is sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, on terms satisfactory to the Company in its sole discretion (the "Financing Condition").

Allocation of New Notes

The Company intends, in connection with the allocation of the New Notes in the Concurrent Notes Offering, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes in the Concurrent Notes Offering has validly tendered or indicated to the Company or BofA Securities (the "Dealer Manager") a firm intention to tender any Notes it holds pursuant to the Tender Offer and, if so, the aggregate principal amount of such Notes tendered or indicated to be tendered by such investor. When determining allocations of the notes in the Concurrent Notes Offering, the Company intends to give some degree of preference to those investors who, prior to such allocation, have validly tendered Notes, or have indicated their firm intention to tender Notes, pursuant to the Tender Offer. However, the Company will consider various factors in making allocation decisions and is not obliged to allocate notes in the Concurrent Notes Offering to an investor who has validly tendered or indicated to the Company or the Dealer Manager a firm intention to tender any Notes it holds pursuant to the Tender Offer and if allocated, the amount may be less than the amount tendered and accepted.

Any potential allocation of New Notes in the Concurrent Notes Offering, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures following the completion of the book building process for the Concurrent Notes Offering and will be made at the sole discretion of the Company. In the event that a holder validly tenders Notes pursuant to the Tender Offer, such Notes will remain subject to such tender and the conditions of the Tender Offer as set out in the Offer to Purchase irrespective of whether that holder receives all, part or none of any allocation of New Notes in the Concurrent Notes Offering for which it has applied.

Holders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Time for the Tender Offer and any holder that wishes to subscribe for New Notes in addition to tendering existing Notes for purchase pursuant to the Tender Offer should therefore provide, as soon as practicable, and prior to the New Notes allocation, to the Dealer Manager any indications that it has tendered or an indication of a firm intention to tender Notes for purchase pursuant to the Tender Offer and the quantum of Notes that it intends to tender. Please refer to the Offer to Purchase for further details.

Tender Offer Consideration and Accrued Interest

The consideration offered for each $1,000 principal amount of Notes subject to the Tender Offer validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted for purchase will be the Tender Offer Consideration, which will be payable on the Settlement Date (as defined below). In no event will the Tender Offer Consideration be paid prior to the Expiration Time. The Tender Offer Consideration for the Notes will be determined at the Price Determination Date, expected to be 4:00 p.m., New York City time, on September 15, 2026, taking into account the maturity date of the Notes and shall be calculated in accordance with standard market practice as further described in the Offer to Purchase.

Holders will also receive accrued and unpaid interest thereon from the last interest payment date up to, but excluding, the date of payment of the Tender Offer Consideration, which is expected to be September 18, 2026.

Maximum Tender Amount and Proration

The aggregate principal amount of Notes purchased will not exceed U.S.$250 million. If the aggregate principal amount of Notes validly tendered and not validly withdrawn exceeds the Maximum Tender Amount, acceptance of the Notes will be subject to proration. The Company reserves the right to increase or decrease the Maximum Tender Amount by press release or other public announcement no later than 9:00 a.m., New York City time, on the third business day before the Expiration Time (unless amended).

If the aggregate principal amount of Notes validly tendered and not validly withdrawn would cause the Maximum Tender Amount to be exceeded, then the Tender Offer will be oversubscribed. In that case, the Notes accepted for purchase on the Settlement Date may be accepted on a prorated basis.

All Notes not accepted as a result of proration will be returned to the tendering Holder. A separate tender instruction must be submitted on behalf of each beneficial owner of the Notes, given the potential proration.

Offer Conditions

The Tender Offer is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Financing Condition.

Indicative Timetable

The following table sets out the expected dates and times of the key events relating to the Tender Offer. This is an indicative timetable and is subject to change.

Holders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Tender Offer.

Further Information

Holders may access the Offer to Purchase at https://gbsc-usa.com/smith&nephew/.

Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Manager at:

Merrill Lynch International

2 King Edward Street London, EC1A 1HQ United Kingdom

Attn: Liability Management Group Telephone (Europe): +44 20 7996 5420

Telephone (U.S. Toll Free): +1 (888) 292-0070

Telephone (U.S.): +1 (980) 387-3907

Email: DG.LM-EMEA@bofa.com

Questions and requests for assistance in connection with the tender of Notes including requests for a copy of the Offer to Purchase may be directed to:

Global Bondholder Services Corporation

65 Broadway - Suite 404 New York, New York 10006 Attn: Corporate Actions

Banks and Brokers Call: +1 (212) 430-3774

Toll Free: +1 (855) 654-2015

Email: contact@gbsc-usa.com