Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS/PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND CONNECTED PERSONS

SMITH & NEPHEW PLC

8 March 2016

Smith & Nephew plc announces the following transactions by Directors and persons discharging managerial responsibilities ("PDMRs") in relation to conditional awards over shares:

1. PERFORMANCE SHARE AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2010

(i) There are performance conditions attached to the vesting of performance share awards. These awards will vest on 7 March 2019, subject to the achievement of the performance conditions which are measured from 1 January 2016 to 31 December 2018.

(ii) The numbers of shares subject to the above awards are shown at target vesting. Should maximum vesting be achieved, participants will receive 2x the number of shares shown above.

(iii) Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.

2. EQUITY INCENTIVE AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2010

(i) The awards will normally vest in equal annual tranches over three years following the award date subject to continued achievement of objectives and employment. In the event that objectives are not met in any of the three years, the portion of shares due to vest on the following anniversary will lapse.

(ii) Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.

3. CONDITIONAL SHARE AWARD UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2010

(i) The award will vest, subject to continued achievement of objectives and employment on 7 March 2019. In the event that objectives are not met the shares will lapse.

This announcement is made in accordance with the requirements of DTR 3.1.4 R (1)(a)

Vickie Reuben

Deputy Company Secretary

Smith & Nephew plc

Tel: 020 7401 7646