SN. Smith & Nephew Plc

SMITH & NEPHEW PLC

11 March 2024

NOTIFICATION AND PUBLIC DISCLOSURE IN ACCORDANCE WITH THE REQUIREMENTS OF THE EU MARKET ABUSE REGULATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES ("PDMR") AND PERSONS CLOSELY ASSOCIATED WITH THEM.

1.   AWARDS MADE UNDER THE DEFERRED SHARE BONUS PLAN

On 8 March 2024, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Company's Deferred Share Bonus Plan. The awards have been made in London and are based on the closing Share price on the London Stock Exchange on 7 March 2024 of £10.875.

A portion (50%) of the annual bonus earned by the following Executive Directors for performance during the year to 31 December 2023 has been deferred into share awards. The awards will normally vest on 8 March 2027 (subject to continued achievement of objectives and employment). The Executive Directors will be required to hold the shares (after tax) for a further period of two years to 8 March 2029. The Executive Directors will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period.

The following relates to individuals included in the below notification:

2.   AWARDS MADE UNDER THE GLOBAL SHARE PLAN 2020

On 8 March 2024, the following awards of US$0.20 ordinary shares (the "Shares") in Smith & Nephew plc (the "Company") were granted under the Smith & Nephew Global Share Plan 2020. The awards have been made in London and are based on the closing Share price on the London Stock Exchange on 7 March 2024 of £10.875.

i.          DEFERRED BONUS PLAN AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020:

A portion of the annual bonus earned by the following PDMRs for performance during the year to 31 December 2023 has been deferred into share awards. These 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. PDMRs will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant vesting period. 

The following relates to individuals included in the below notification:

ii.         PERFORMANCE SHARE PROGRAMME 2024 AWARDS GRANTED UNDER THE SMITH & NEPHEW GLOBAL SHARE PLAN 2020

The Remuneration Committee has approved performance conditions attached to the vesting of these awards, which are detailed below. These awards will vest on 8 March 2027, subject to the achievement of the performance conditions which are measured over the period 1 January 2024 to 31 December 2026 as set out below.

The number of shares subject to the above awards are shown at target vesting. Should maximum vesting be achieved, participants will receive twice the number of shares shown below. Participants will receive an additional number of shares equivalent to the amount of dividend payable per vested share during the relevant performance period.

The following relates to all individuals included in this section:

The performance conditions applying to these awards have been determined by the Remuneration Committee. 

The awards made to the Executive Directors are subject to four performance measures in the proportions shown:

-     Total Shareholder Return (TSR) - 30%;

-     Return on Invested Capital (ROIC) - 30%;

-     Global Revenue Growth - 30%; and

-     Environmental, Social and Governance (ESG) objectives - 10%.

The awards are subject to TSR as follows:

Awards vest on a straight-line basis between these points. The maximum has been set significantly above target reflecting the maximum opportunity for outperformance.

The awards are subject to ROIC as follows:

Awards vest on a straight-line basis between these points.

The awards are subject to Revenue Growth as follows:

Awards vest on a straight-line basis between these points.

The awards are subject to ESG objectives which relate to the Group's strategic priorities in this area, with primary focus on carbon reductions and diversity measures.

Revenue Growth targets for the three years ending 31 December 2026 for these awards, even though now determined, will not be disclosed until the 2026 Annual Report, when the Remuneration Committee will discuss performance against the targets. It is not possible to disclose precise targets at the time of grant to avoid giving commercially sensitive information to our competitors concerning our growth plans.

Sarah Carne

Deputy Company Secretary

Smith & Nephew plc

Tel:  +44 (0)1923 477100