FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
--------------------------
1934
----
May 12, 2004
Commission File Number 001-14978
SMITH & NEPHEW plc
(Registrant's name)
15 Adam Street
London, England WC2N 6LA
(Address of registrant's principal executive offices)
[Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.]
Form 20-F X Form 40-F
------- ------
[Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1).]
Yes No X
------ -----
[Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7).]
Yes No X
------ -----
[Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No X
------ -----
If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- n/a.
Total Pages: 6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Smith & Nephew plc
(Registrant)
Date: May 12, 2004 By: /s/ Paul Chambers
--------------------
Paul Chambers
Company Secretary
2
12 May 2004
ANNOUNCEMENT FOR IMMEDIATE RELEASE
DOCUMENT FOR VIEWING
Smith & Nephew plc Resolutions Passed at Annual General Meeting
A copy of the Resolutions passed as Special Business at the Annual General
Meeting of the Company held on 6 May 2004 have been submitted to the UK Listing
Authority and will shortly be available for inspection at the UKLA document
viewing facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Company No: 324357
THE COMPANIES ACT 1985 - 1989
RESOLUTIONS OF THE SHAREHOLDERS OF
SMITH & NEPHEW PLC
I hereby certify that the following resolutions were passed at the Annual
General Meeting of the Company held at The Lincoln Centre, 18 Lincoln's Inn
Fields, London WC2A 3ED commencing at 1.00 pm on 6 May 2004.
Ordinary Resolutions
1 That the remuneration report of the directors for the year ended 31
December 2003 be approved.
2 That the Smith & Nephew 2004 Performance Share Plan (the `Performance Share
Plan'), a copy of the rules of which has been produced to the meeting and
initialled by the Chairman for the purposes of identification and a summary
of the main provisions of which is set out in parts A and D of the appendix
to the shareholders' circular dated 26 March 2004, be and is approved and
established.
3 That the Smith & Nephew 2004 Executive Share Option Plan (the `2004 Option
Plan'), a copy of the rules of which has been produced to the meeting and
initialled by the Chairman for the purposes of identification and a summary
of the main provisions of which is set out in parts B and D of the appendix
to the shareholders' circular dated 26 March 2004, be and is approved and
established.
4 That the Smith & Nephew 2004 Co-investment Plan (the `2004 Co-investment
Plan'), a copy of the rules of which has been produced to the meeting and
initialled by the Chairman for the purposes of identification and a summary
of the main provisions of which is set out in parts C and D of the appendix
to the shareholders' circular dated 26 March 2004, be and is approved and
established.
5 That the directors be and are authorised to exercise the powers of the
company to establish other schemes for employees resident or working
outside the United Kingdom based on the Performance Share Plan, the 2004
Option Plan and the 2004 Co-investment Plan (together `the Principal
Schemes'), but modified to take account of local tax, exchange control and
securities law, provided that:
(a) such other schemes shall confer benefits and contain limits so as
to ensure, so far as the directors consider practicable,
substantial equality of treatment with employees participating in
the Principal Schemes, and;
(b) any shares issued or which might be issued under such other
schemes are treated as counting against the overall limitations on
the issue of new shares as set out in the Principal Schemes.
6 That the directors be and are authorised to establish the new discretionary
trust for the benefit of employees and former employees of the Company and
its subsidiaries a copy of the trust deed of which has been produced to the
meeting and initialled by the Chairman for the purposes of identification.
7 That the directors be and are authorised to make such amendments to the
rules of the Smith & Nephew 2001 UK Approved Share Option Plan (the
`Approved Plan') as are marked on the copy of the rules produced to the
meeting and initialled by the Chairman for the purposes of identification
and which are described in the explanatory note to this resolution and to
make such further amendments to the rules of the Approved Plan as may be
necessary to maintain the approved status of the Approved Plan under the
Income Tax (Earnings and Pensions) Act 2003.
8 That the directors be and are authorised to make such amendments to the
rules of the Smith & Nephew 2001 UK Unapproved Share Option Plan as are
marked on the copy of the rules produced to the meeting and initialled by
the Chairman for the purposes of identification and which are described in
the explanatory note to this resolution.
9 That the aggregate ordinary remuneration permitted to be paid to
non-executive directors in accordance with article 115 of the Company's
articles of association adopted pursuant to resolution 19 be and is
increased to an amount not exceeding (GBP)900,000 per year.
Special Resolutions
10 That the one issued 'B' ordinary share of 12 2/9 pence be and is
reclassified as an ordinary share having the same rights and subject to
the same restrictions as the existing ordinary shares of the Company
including an entitlement to receive the same dividend as any existing
ordinary share.
11 That with effect from the passing of this resolution, new articles of
association in the form contained in the articles of association produced
to the meeting and initialled by the Chairman for the purposes of
identification, be and are adopted as the articles of association of the
Company in substitution for and to the exclusion of all previous articles
of association, but without prejudice to the authorities granted under
resolutions 8 and 20. (See note below).
Note: resolutions 8 and 20 above refers to those resolutions as contained in the
Notice of Annual General Meeting dated 26 March 2004.
.............................. ................................
Paul Chambers Date
Company Secretary