(1)

SMITH & NEPHEW PLC (the Company and Obligor);

(2)

CITIBANK, N.A., LONDON BRANCH (the New RCF Lender);

(3)

CITIBANK, N.A. (the New Swingline Lender, and the New RCF Lender and the New Swingline Lender together, the New Lenders);

(4)

HSBC BANK PLC as facility agent under the Facility Agreement (the Facility Agent); and

(5)

HSBC BANK USA, NATIONAL ASSOCIATION as swingline agent under the Facility Agreement (the Swingline Agent).

(A)

This Deed is supplemental to and amends the facility agreement dated 20 October 2023 between, among others, the Company and the Facility Agent (the Facility Agreement) in order to (among other things) increase the Total Revolving Facility Commitments to include the commitments of the New Lenders.

(B)

Pursuant to clause 28 (Amendments and waivers) of the Facility Agreement, the Facility Agent is authorised to effect, on behalf of each Finance Party, any amendment or waiver permitted by that clause. The Facility Agent has confirmed to the Company that all of the Lenders have consented to the amendment of the Facility Agreement as contemplated by this Deed and accordingly the Facility Agent is authorised and has been instructed to execute this Deed on behalf of the Finance Parties.

1.

Interpretation

1.1

Definitions In this Deed:

1.2

Defined terms and construction

(a)

capitalised terms used but not defined in this Deed have the meaning given to them in the Amended Facility Agreement, as if the Effective Date has occurred;

(b)

references to clauses or schedules of the Amended Facility Agreement are to clauses or schedules of the Amended Facility Agreement as if the Effective Date has occurred, unless otherwise stated; and

(c)

the provisions of clause 1.2 (Construction) of the Amended Facility Agreement apply to this Deed as though they were set out in full in this Deed except that references therein to “this Agreement” are to be construed as references to this Deed.

2.

Amendment

2.1

With effect from the Effective Date, the Facility Agreement shall be amended as set out in Schedule 1 (Amendments to the Facility Agreement) to this Deed.

2.2

Except as varied by the terms of this Deed, the Facility Agreement will remain in full force and effect and any reference in any Finance Document to the Facility Agreement or to any provision of the Facility Agreement will be construed as a reference to the Amended Facility Agreement, or that provision, as amended by this Deed.

3.

Changes to the Parties and Commitments

3.1

With effect from the Effective Date:

(a)

the Commitments under the Facility Agreement shall be as set out in Schedule 2 (Amended Lender Commitments) to this Deed:

(i)

the Revolving Facility Commitment of each Continuing Lender shall be as set out opposite its name in Part I (Revolving Facility Commitments) of Schedule 2 (Amended Lender Commitments);

(ii)

the Swingline Commitment of each Continuing Swingline Lender shall be as set out opposite its name in Part II (Swingline Commitments) of Schedule 2 (Amended Lender Commitments);

(iii)

the New RCF Lender shall become a Lender for the purposes of the Amended Facility Agreement with a Revolving Facility

(iv)

the New Swingline Lender shall become a Swingline Lender for the purposes of the Amended Facility Agreement with a Swingline Commitment in the amount set out opposite its name in Part II (Swingline Commitments) of Schedule 2 (Amended Lender Commitments); and

(v)

the New Lenders agree to assume and will assume all of the obligations corresponding to their respective Commitments specified in Schedule 2 (Amended Lender Commitments) (the Relevant Commitments) as though each New Lender had been an Original Lender under the Agreement in respect of the Relevant Commitments.

(b)

The New RCF Lender confirms that:

(i)

it is a Qualifying Lender (other than a Treaty Lender); and

(ii)

the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

(c)

The New Swingline Lender confirms that:

(i)

it is a Treaty Lender; and

(ii)

it is a Treaty Lender that holds a passport under the HMRC DT Treaty Passport scheme, that its reference number is 13/C/62301/DTTP, that it is tax resident in the USA, and notifies the Company that the relevant Borrower must make an application to HMRC under form DTTP2 within 30 days of the Transfer Date.

(d)

The administrative details of each New Lender for the purposes of this Deed and the Amended Facility Agreement are set out on its signature page.

4.

Conditions precedent

4.1

The Facility Agent shall notify the Company and the Lenders upon it being satisfied that it has received each of the documents and evidence listed in Schedule 3 (Conditions Precedent) to this Deed in form and substance satisfactory to the Facility Agent.

4.2

The Facility Agent shall notify the Company and the Lenders as soon as reasonably practicable upon being satisfied in accordance with Clause 4.1 above.

4.3

Other than to the extent that the Majority Lenders notify the Facility Agent to the contrary in writing prior to it giving the notification described in Clause 4.1 above, the Lenders authorise (but do not require) the Facility Agent to give such notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

5.

Representations

6.

Effect of amendment

6.1

This Deed is a Finance Document.

6.2

The Facility Agreement and this Deed will, from the Effective Date, be read and construed as one document.

6.3

Except as otherwise provided in this Deed, the Finance Documents remain in full force and effect.

6.4

Except to the extent expressly waived in this Deed, no waiver is given by this Deed, and the Lenders expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

7.

Incorporation of terms

8.

Counterparts

9.

Governing law and jurisdiction

9.1

This Deed and any non-contractual obligations arising out of or in relation to this Deed are governed by English law.

9.2

The provisions of clause 41 (Enforcement) of the Facility Agreement shall apply to this Deed as they apply to the Facility Agreement.

1.

Delete the definition of “Total Revolving Facility Commitments” in Clause 1.1  (Definitions) and replace with:

2.

Include the following definitions in Clause 1.1 (Definitions):

3.

Delete the definition of “Finance Document” in Clause 1.1 (Definitions) and replace with:

(a)

this Agreement;

(b)

the 2026 Amendment Deed;

(c)

any Fee Letter;

(d)

any Transfer Certificate;

(e)

any Accession Agreement;

(f)

any Resignation Request;

(g)

any Increase Confirmation;

(h)

any Extension Notice;

(i)

any Compounding Methodology Supplement;

(j)

any Reference Rate Supplement; and

(k)

any other document designated as such by the Facility Agent and the Company;”

4.

Amend the definition of “Revolving Facility Commitment” in Clause 1.1 (Definitions) so that it reads in full as follows (replacing the current definition):

5.

Amend the definition of “Swingline Commitment” in Clause 1.1 (Definitions) so that it reads in full as follows (replacing the current definition):

6.

Include the following definition of “Listing Rules” in Clause 1.1 (Definitions):

7.

Amend Clause 21.8 (Disposals) by deleting paragraph (c)(vi) in its entirety and replace it with:

Part II

(Swingline Commitments)

1.

Formalities certificates: A certificate from the Company signed by an authorised signatory attaching:

(a)

copies of its constitutional documents or confirming that such constitutional documents as delivered to the Facility Agent pursuant to the Facility Agreement are still in full force and effect and have not been amended since the date of their delivery;

(b)

a copy of a resolution of the board of directors of the Company or a certified extract from the minutes of a meeting of the board of directors of the Company approving the terms of, and the transactions contemplated by, this Deed; and

(c)

a specimen of the signature of each person authorised on behalf of the Company to execute or witness the execution of this Deed or any Finance Document or to sign or send any document or notice in connection with this Deed or any Finance Document;

(i)

each copy document provided under this paragraph 1 of this Schedule 3 is correct, complete and in full force and effect as at a date no earlier than the date of this Deed; and

(ii)

that utilising the Total Revolving Facility Commitments (as increased pursuant to this Deed) in full would not breach any borrowing or guaranteeing limit binding on it.

2.

Legal opinion: A legal opinion of Allen Overy Shearman Sterling LLP, as legal advisers to the Facility Agent in England, substantially in the form delivered on the signing of the Facility Agreement (with such amendments as the Facility Agent may reasonably require to reflect the entry into of this Deed and the accession of any New Lender).

3.

Know-your-customer: Evidence satisfactory to the Facility Agent that each Lender has complied with the requirements of Clause 20.5(b) (“Know Your Customer” checks) of the Facility Agreement in connection with this Deed and the accession of the New Lenders.