Proposed sale of Smiths Aerospace and Notice of Extraordinary General Meeting

Smiths Group plc (Smiths or the Company) confirms that, further to the announcement dated 15 January, 2007 concerning the proposed sale of Smiths Aerospace to General Electric Company for a total cash consideration of US$4.8 billion (the Sale), it is today posting a circular to shareholders with further details of the proposed sale and convening an Extraordinary General Meeting, to be held at 10.30 a.m. on 20 February 2007, to obtain all necessary shareholder approvals for its implementation. The circular will be available for inspection on the Company's website www.smiths.com from 7.00am, tomorrow morning, 31 January, 2007.

The circular will include a trading update for the 6 months ending 3 February, 2007 and this will also be announced at 7.00am, tomorrow morning, 31 January, 2007.

The Company has forwarded copies of the circular to the Financial Services Authority pursuant to Listing Rule 9.6.1 and copies will shortly be made available to the public for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Financial Services Authority, 25 The North Colonnade, Canary Wharf, London, E14 5HS (Telephone: + 44 (0) 20 7066 1000).

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Latest time and date for receipt of forms of proxy, electronic proxy votes and CREST proxy instructions for Extraordinary General Meeting
10.30 a.m. on 18 February 2007

Extraordinary General Meeting of Smiths
10.30 a.m. on 20 February 2007

Expected date of completion of Sale
During 2nd quarter of 2007

Note: references to time in this announcement are to London time

Lead Financial Adviser

Evercore Partners +44 (0) 20 7268 2712
Bernard Taylor
Julian Oakley

Joint Financial Advisers and Brokers

Credit Suisse +44 (0) 20 7888 8888
James Leigh-Pemberton
Alex Phillips

JPMorgan Cazenove +44 (0) 20 7588 2828
David Mayhew
Edmund Byers

PR Adviser

Brunswick +44 (0) 20 7404 5959
Jon Coles
Jonathan Glass

Evercore Partners Limited ("Evercore Partners"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Smiths and no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Smiths for providing the protections afforded to clients of Evercore Partners, or for providing advice in relation to these matters.

Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Smiths and no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Smiths for providing the protections afforded to clients of Credit Suisse, or for providing advice in relation to these matters.

JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Smiths and no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than Smiths for providing the protections afforded to clients of JPMorgan Cazenove, or for providing advice in relation to these matters.

ENDS