Result of EGM

Smiths Group PLC
11 June 2007

11 JUNE 2007

SMITHS GROUP PLC - RESULT OF EGM

LISTING RULE LR 9.6.18 R

The Company is pleased to announce that the three resolutions proposed at the
Extraordinary General Meeting held on 11 June 2007 were subject to a poll and
were each passed by the necessary majority.  Resolutions 1 and 2 were proposed
and passed as special resolutions and Resolution 3 was proposed and passed as an
ordinary resolution.

The resolutions and the results of the poll are shown below and will be posted
on the Company's website, www.smiths.com.

Resolution 1:

THAT, conditional on the admission to the Daily Official List of the UK Listing
Authority and to trading on the London Stock Exchange plc's main market for
listed securities becoming effective ('Listing') by 8.00 a.m. on 18 June 2007
(or such later time and/or date as the Directors of the Company may determine)
of non-cumulative preference shares of one pence each (the 'B Shares') and
ordinary shares of one pence each (the 'New Ordinary Shares'), each of such
class of shares having the rights and being subject to the restrictions set out
in the Articles of Association of the Company as proposed to be amended pursuant
to paragraph (f) below:



(a)     the authorised share capital of the Company be and is hereby increased
from £200 million to £206 million by the creation of 600 million B shares of one
pence each;



(b)     the Directors be and are hereby authorised to capitalise a sum not
exceeding £6 million standing to the credit of the Company's share premium
account and to appropriate such sum to the members of the Company by applying
such sum in paying up in full the number of B Shares stated in paragraph (a)
above and are hereby authorised pursuant to Section 80 of the Companies Act 1985
(as amended) (the 'Companies Act') to allot and issue such B Shares credited as
fully paid up, up to an aggregate nominal amount of £6 million, to the holders
of the ordinary shares of 25 pence each in the Company (the 'Existing Ordinary
Shares') on the basis of one B Share for each Existing Ordinary Share held and
recorded on the register of members of the Company at 5.00 p.m. on 15 June 2007
(or such other time and/or date as the Directors may determine), provided that
the authority hereby conferred shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2008 or the date that is 15 months
from the date of the passing of this resolution, whichever is the earlier;



(c)     each Existing Ordinary Share as shown in the register of members of the
Company at 5.00 p.m. on 15 June 2007 (or such other time and/or date as the
Directors may determine) be and is hereby subdivided into two shares of 12.5
pence each and forthwith upon such subdivision every three shares of 12.5 pence
each resulting from such subdivision be and are hereby consolidated into one New
Ordinary Share, PROVIDED THAT no member shall be entitled to a fraction of a
share and all fractional entitlements arising out of such subdivision or
consolidation shall be aggregated into New Ordinary Shares and the whole number
of New Ordinary Shares so arising sold and the net proceeds of sale in excess of
£1 distributed in due proportion (rounded down to the nearest penny) among those
members who would otherwise be entitled to such fractional entitlements and any
proceeds of sales not exceeding £1 be retained by the Company and donated to a
charity of the Company's choice;



(d)     following the capitalisation issue referred to in paragraph (b) above
and the subdivision and consolidation referred to in paragraph (c) above, each
authorised but unissued Existing Ordinary Share (up to such number as will
result in the maximum whole number of New Ordinary Shares, with any balance
remaining unconsolidated) be and is hereby subdivided into two shares of 12.5
pence each and forthwith upon such subdivision every three shares of 12.5 pence
each resulting from such subdivision be and are hereby consolidated into one New
Ordinary Share provided that the balance of the unconsolidated Existing Ordinary
Shares shall immediately thereafter be cancelled in accordance with section 121
(2)(e) of the Companies Act and the amount of the Company's authorised but
unissued share capital shall be diminished accordingly;



(e)     the terms of the proposed contract between: (1) JPMorgan Cazenove
Limited ('JPMorgan Cazenove') and (2) the Company under which JPMorgan Cazenove
will be entitled to require the Company to purchase B Shares from it (a draft of
which is produced to the meeting and signed for the purposes of identification
by the Chairman) be and are hereby approved and authorised for the purposes of
Section 165 of the Companies Act and otherwise but so that such approval and
authority shall expire 18 months from the date of the passing of this
resolution; and



(f)      the draft of the proposed new Articles of Association set out in the
document produced to the meeting (and signed for the purpose of identification
by the Chairman) be adopted in substitution for, and to the exclusion of, all
existing Articles of Association.

Votes For                         289,794,922               99.95%

Votes Against                         158,423                0.05%

Votes Total                       289,953,345              100.00%



Resolution 2:

THAT, subject to the passing of resolution 1 and such resolution becoming
unconditional in accordance with its terms, and in accordance with Article 11 of
the Articles of Association of the Company, the Company is hereby generally and
unconditionally authorised to make market purchases (within the meaning of
Section 163 of the Companies Act 1985) of ordinary shares of 37.5 pence each in
the capital of the Company ('ordinary shares') on such terms and in such manner
as the directors of the Company may determine provided that:



(a)     the maximum number of ordinary shares hereby authorised to be purchased
is 38,426,886;



(b)     the minimum price which may be paid for an ordinary share is 37.5 pence
per ordinary share;



(c)     the maximum price which may be paid for an ordinary share shall not be
more than the higher of five per cent. above the average middle market
quotations for an ordinary share as derived from the London Stock Exchange Daily
Official List, for the five business days immediately preceding the day on which
the ordinary share is purchased and the amount stipulated by Article 5(1) of the
Buy-back and Stabilisation Regulation 2003;



(d)     the authority hereby conferred shall expire at the conclusion of the
next Annual General Meeting of the Company or, if earlier, 11 September 2008;
and



(e)     the Company may make a contract to purchase ordinary shares under the
authority hereby conferred prior to the expiry of such authority which will or
may be executed wholly or partly after the expiry of such authority and may make
a purchase in pursuance of any such contract.

Votes For                         289,739,688               99.93%

Votes Against                         203,944                0.07%

Votes Total                       289,943,632              100.00%



Resolution 3

THAT:

(a) pursuant to paragraph 10(2) of Schedule 5 of the Companies Act 2006, and
without prejudice to the existing provisions of the Articles of Association of
the Company, the Company may send or supply documents or information to members
by making them available on a website; and



(b) the Company may use electronic means (within the meaning of the Disclosure
and Transparency Rules published by the Financial Services Authority) to send or
supply documents or information to members.

Votes For                         289,684,379               99.75%

Votes Against                         725,495                0.25%

Votes Total                       290,409,874              100.00%





Notes:

(i)   The votes 'for' figures include those votes giving the Chairman discretion
on casting the votes.

(ii)   A 'vote withheld' is not a vote in law and is not counted in the total
number of votes cast on a resolution or in the calculation of the percentages of
the votes cast for or against a resolution.

LISTING RULES LR 9.6.2 R AND LR 9.6.3 R

The Company has forwarded to the Document Viewing Facility of the UK Listing
Authority two copies of the resolutions passed at the Extraordinary General
Meeting.

The above-mentioned copies will shortly be available for viewing at the Document
Viewing Facility, at the address below, from 9:00 am to 5:30 pm on every weekday
except bank holidays.

Document Viewing Facility

UK Listing Authority

The Financial Services Authority

25 The North Colonnade

Canary Wharf

London  E14 5HS



Tel : [phone]

Printed copies may be obtained by writing to The Deputy Group Secretary, Smiths
Group plc, 765 Finchley Road, London NW11 8DS.


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