Transaction in Own Shares

 13 December 2016

Smith & Nephew plc (the "Company")

Completion of $300 million Buy Back and Commencement of Quarterly Buy Back Programme

The Company announces that the $300 million buy-back programme announced on 8 August 2016 was completed on 12 December 2016. 19,885,585 shares were bought for a total amount of $300,013,102.68.

The Company will now commence its Quarterly Buy Back programme of 886,923 of its Ordinary shares of US 20¢ each through Merrill Lynch International (the "Buy Back Programme").

The Company intends to hold these shares in Treasury.

These shares were used in connection with employee share schemes in Quarter 3 2016 and will be purchased at the prevailing market price.

The purpose of this Buy Back programme is to reduce the share capital of the Company, in order to keep it broadly constant. The maximum pecuniary amount allocated to the Buy Back Programme is £11,000,000 and the maximum number of shares that will be purchased under the Buy Back Programme is 886,923. The Buy Back Programme will commence on 14 December 2016 and will end no later than 21 December 2016.

This announcement is made in accordance with the Market Abuse Regulation 596/2014.

Tony Llewellyn

Deputy Company Secretary

Smith & Nephew plc

Tel: 01923 477410