Smiths News PLC

Pre-Annual General Meeting Information • Dec 13, 2024

Notice of Annual General Meeting

DoubleTree by Hilton, Lydiard Fields, Great Western Way, Swindon SN5 8UZ

on Thursday 16 January 2025 at 11.30am

This document is important and requires your immediate attention

If you are in any doubt as to any aspect of the contents of this document or as to the action you should take in relation to the Annual General Meeting, you should consult your stockbroker, bank manager, solicitor, accountant or other professional independent adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Smiths News plc (the 'Company') you should pass this notice and other enclosures to the person through whom the sale or transfer was made for onward transmission to the purchaser or transferee.

Smiths News plc

Company Number: 05195191

Registered in England and Wales Registered Office: Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH VAT Registration Number: 882348007

Chair's Letter

Dear Shareholder

2025 Annual General Meeting

I have pleasure in sending you the Notice of our Annual General Meeting ('AGM') for shareholders, which will be held at DoubleTree by Hilton, Lydiard Fields, Great Western Way, Swindon SN5 8UZ ('AGM Location') on Thursday 16 January 2025 at 11.30am – please note the change of venue this year. The formal Notice of Annual General Meeting is set out on pages 2 and 3 of this document.

The AGM is an important opportunity for all shareholders to express their views by raising questions and voting. If you are intending to come to the meeting please detach the Attendance Card from the enclosed Proxy Form and bring it with you. I recommend that you arrive by 11.15am to enable the registration formalities to be carried out and to ensure a prompt start at 11.30am.

If you would like to vote on the resolutions but cannot come to the AGM, please submit your votes by proxy using one of the following methods:

• Electronically using www.shareview.co.uk;
• By submitting a paper proxy form;
• CREST members may use the CREST electronic proxy appointment service; or
• Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform please go to www.proxymity.io

The Registrars must receive your proxy appointment by 11.30am on Tuesday 14 January 2025. Further details about proxy appointments can be found in the Notes for Shareholders on pages 9 and 10.

Explanatory Notes to the Proposed Resolutions

Explanatory notes to the proposed resolutions are set out on pages 4 to 8 of this document.

Notes for Shareholders

Explanatory notes as to the proxy, voting and attendance procedures at the AGM together with other important information are set out on pages 9 to 10 of this document.

Website

Our corporate website www.smithsnews.co.uk is the principal means of communicating with shareholders. The site provides a wide range of information about the Company, including annual reports, regulatory news releases, share price data, financial calendar and a Shareholder Centre containing AGM and other useful shareholder information.

Notice of publication of Annual Report

The Smiths News plc Annual Report and Accounts 2024 is available on the Company's website www.smithsnews.co.uk. It can be accessed by going to the Company's home page and then clicking on the Investor Zone section of the website. If you have elected to receive shareholder correspondence in hard copy, the Annual Report will accompany this Notice of Meeting. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report, you can do so by contacting our Registrars, Equiniti, on 0371 384 2771*.

Recommendation

The Board considers that the resolutions detailed in this Notice of Meeting will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 2,888,036 shares, representing approximately 1.17% of the existing issued ordinary share capital of the Company.

Yours faithfully

David Blackwood Chairman

*Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.

Notice of Annual General Meeting

Notice is hereby given that the 2025 Annual General Meeting of Smiths News plc will be held at DoubleTree by Hilton, Lydiard Fields, Great Western Way, Swindon SN5 8UZ on Thursday 16 January 2025 at 11.30am for the following purposes:

To consider, and if thought fit, pass the resolutions set out below. Resolutions 15 to 18 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

Annual Report and Accounts

Resolution 1: to receive the accounts and reports of the directors and auditor for the 53 week period ended 31 August 2024.

Directors' Remuneration Report

Resolution 2: to approve the Directors' Remuneration report set out on pages 98 to 117 of the Annual Report and Accounts for the 53 week period ended 31 August 2024.

Final and Special Dividend

Resolution 3: to declare a final ordinary dividend of 3.40p per share for the 53 week period ended 31 August 2024, as recommended by the directors. Resolution 4: to declare a special dividend of 2.0p per share for the 53 week period ended 31 August 2024, as recommended by the directors.

Election and Re-election of directors

Resolution 5: to re-elect David Blackwood as a director of the Company.

Resolution 6: to re-elect Jonathan Bunting as a director of the Company.

Resolution 7: to re-elect Michael Holt as a director of the Company.

Resolution 8: to re-elect Mark Whiteling as a director of the Company.

Resolution 9: to re-elect Paul Baker as a director of the Company.

Resolution 10: to re-elect Deborah Rabey as a director of the Company.

Appointment of auditor

Resolution 11: to re-appoint BDO LLP as auditor of the Company until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.

Remuneration of auditor

Resolution 12: to authorise the Audit Committee of the Board to determine the remuneration of the auditor of the Company on behalf of the Board.

Authority to make political donations

Resolution 13: to resolve that, in accordance with Sections 366 and 367 of the Companies Act 2006, the Company and any UK registered company which is or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be and are hereby authorised to:

• (a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
• (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
• (c) incur political expenditure not exceeding £50,000 in total,

during the period from the date of passing this resolution up to and including the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2026.

For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in Sections 363 to 365 of the Companies Act 2006.

Authority to allot shares

Resolution 14: to resolve that the directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:

• (a) up to a maximum nominal amount of £4,127,653; and
• (b) up to a further maximum nominal amount of £4,127,653 provided that (i) they are equity securities (within the meaning of Section 560 of that Act) and (ii) they are offered by way of a fully pre-emptive offer to holders of ordinary shares on the register of members on such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2026, save that the Company shall be entitled to make offers and enter into agreements which would or might require shares to be allotted or such rights to be granted after such expiry and the directors shall be entitled to allot shares and grant rights under any such offer or agreement as if this authority had not expired.

Special Resolutions Partial disapplication of statutory pre-emption rights

Resolution 15: to resolve that, if Resolution 14 is passed, the directors be authorised in accordance with Sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of that Act) for cash pursuant to the authority conferred by Resolution 14 above and by way of a sale of treasury shares as if Section 561(1) of that Act did not apply to any such allotment, provided that this authority shall be limited to:

• (a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above by way of a fully pre-emptive offer only) in favour of the holders of ordinary shares on the register of members on such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter;
• (b) the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) of this Resolution 15) to any person or persons up to a nominal amount not exceeding £619,148,

and shall expire upon the expiry of the general authority conferred by Resolution 14 above, save that the Company shall be entitled to make offers and enter into agreements which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the directors shall be entitled to allot equity securities and sell treasury shares under any such offer or agreement as if this authority had not expired.

Market purchases of ordinary shares

Resolution 16: to resolve that, pursuant to Section 701 of the Companies Act 2006, the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of any of its own ordinary shares in such manner and on such terms as the directors may from time to time determine provided that:

• (a) the maximum aggregate number of ordinary shares authorised to be purchased is 24,765,920;
• (b) the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses);
• (c) the maximum price which may be paid for each ordinary share is an amount (exclusive of all expenses) equal to the higher of:
  • (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the capital of the Company 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 contracted to be purchased; and
  • (ii) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the capital of the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out;
• (d) the authority shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2026, save that the Company shall be entitled under such authority to make at any time before such expiry any contract or contracts to purchase its own shares which will or might be executed wholly or partly after such expiry and make a purchase of shares in pursuance of any such contract or contracts; and
• (e) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not been executed.

Notice of General Meetings

Resolution 17: to resolve that a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.

Amendment to the Articles of Association

Resolution 18: to resolve that, with effect from the end of the AGM, the Articles of Association produced to the meeting and initialled by the Chairman for the purpose of identification, are adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.

By order of the Board

Stuart Marriner Company Secretary

12 December 2024

Registered Office: Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH (Registered in England and Wales. Company No: 05195191)

Explanatory Notes to the Proposed Resolutions

Resolution 1 – Annual Report and Accounts

The Board asks that shareholders receive the accounts and reports of the directors and auditor for the 53 week period ended 31 August 2024.

Resolution 2 - Directors' Remuneration Report

The Directors' Remuneration report is set out in two sections: a shareholder letter from the Chair of the Remuneration Committee on pages 98 to 100 of the Annual Report and the annual report on directors' remuneration, setting out both the pay and benefits received by each of the directors for the 53 week period ended 31 August 2024 and how the existing remuneration policy will be implemented in financial year 2025, on pages 101 to 117 of the Annual Report.

The shareholder letter from the Chair of the Remuneration Committee and the annual report on directors' remuneration is subject to an advisory shareholder vote and Resolution 2 is therefore inviting shareholders to approve the Directors' Remuneration report. This resolution relates to the remuneration of directors for the 53 week period ended 31 August 2024; it does not impact remuneration to be paid to the directors in the future.

The existing Directors' Remuneration Policy was approved by shareholders at the AGM held in 2023. The Directors' Remuneration Policy is not therefore required to be approved by shareholders at this AGM. The Directors' Remuneration Policy will be put to shareholders again no later than the AGM to be held in 2026.

Resolution 3 - Final Ordinary Dividend

The Board proposes a final ordinary dividend of 3.40p per share for the 53 week period ended 31 August 2024. If approved, the recommended final ordinary dividend will be paid on 6 February 2025 to all shareholders who are on the register of members at close of business on 10 January 2025.

Resolution 4 - Special Dividend

The Board proposes a special dividend of 2.0p per share for the 53 week period ended 31 August 2024. If approved, the recommended special dividend will be paid on 6 February 2025 to all shareholders who are on the register of members at close of business on 10 January 2025.

Resolutions 5 to 10 – Re-Election of Directors

It is the Board's policy that all directors stand for election or re-election at the AGM, which accords with the UK Corporate Governance Code.

Resolutions 5 to 10 propose the re-election of the directors who have served throughout the year and retire from office at the conclusion of the AGM and, being eligible, offer themselves for re-election.

As announced on 5 November 2024, Denise Collis will retire from the Board at the conclusion of the AGM and therefore is not seeking re-election this year. The Board wishes to place on record its sincere appreciation for the significant contribution, guidance and support that Ms Collis has devoted to the Company in her nine years serving on the Board and wishes her every continuing success in her further business endeavours.

Biographical details of each of the directors standing for re-election (including a summary of why the contribution of each director is, and continues to be, important to the Company's long-term sustainable success) are set out below.

David Blackwood, Chair

David has extensive business and listed company experience, notably in Finance, Audit and Risk. David uses his experience and knowledge to lead the Board in reviewing and approving management's plans for the development of the Company's strategy and operational and financial performance. As Chair of the Nominations Committee, David is also responsible for leading the assessment of the capabilities and skills of the executive and nonexecutive leadership, and for longer-term succession planning.

Most recently, David has been a non-executive director of Dignity plc (until June 2020), Scapa Group plc (until April 2021) and The Go-Ahead Group plc (until October 2022) where, in respect of Dignity and Scapa he served as chair of the audit committee and as a member of the Go-Ahead audit committee and, otherwise in each case, as Senior Independent Director and as a member of the nomination and remuneration committees. He was formerly Chief Financial Officer of Synthomer plc where he was employed for seven years, stepping down in 2015, prior to which he held a number of senior roles within Imperial Chemical Industries plc (ICI). David has also previously served as a member of the Cabinet Office Audit and Risk Committee and on the Board for Actuarial Standards. He is a member of the Institute of Chartered Accountants in England and Wales (ICAEW) and a Fellow of the Association of Corporate Treasurers (ACT).

Other current appointments

None

Jonathan Bunting, Chief Executive Officer

Jonathan has broad commercial and operational leadership skills, combined with extensive experience gained within the newspaper and magazine distribution industry, experience which is critical for the long term development and execution of the Company's strategic plans.

Jonathan joined WH Smith News in 1994. He rose through the organisation in a variety of sales and marketing managerial roles before being promoted to the executive management team in 2001. In April 2014, Jonathan became Managing Director of the Connect News & Media division and, subsequently, Chief Operating Officer in September 2017, a position which spanned wider group business interests held at the time, together with Smiths News. Following his appointment as Interim Chief Executive Officer on 5 November 2019, this appointment was confirmed on 15 June 2020.

Other current appointments

None

Michael Holt, Non-Executive Director

Michael possesses relevant commercial and operational experience gained within the logistics and distribution industries. With his detailed understanding of the distribution sector and its opportunities and challenges, Michael provides an independent voice and commercial sounding board in the development and execution of the Company's strategy and business ambitions.

Michael was formerly Chief Operating Officer of FedEx Express, Europe until the end of September 2018 and held a number of other senior executive roles with FedEx Corporation since 2006. Prior to that, Michael held senior executive roles at a number of leading logistics organisations including ANC Group, where he was instrumental in leading the turnaround of the business from a position of loss-making to industry leading margins and strong profit recovery prior to its successful sale to FedEx in 2006.

Other current appointments

None

Mark Whiteling, Non-Executive Director

Mark has gained extensive finance and operational experience at a senior level within a number of diverse businesses. He brings recent and relevant financial expertise required to lead the Audit Committee.

Mark was most recently the Chief Financial Officer of Interserve PLC and has previously been the Deputy Chief Executive Officer and Chief Financial Officer of Premier Farnell plc. He was a non-executive director of Future plc until December 2014 and the Senior Independent Director of Hogg Robinson Group PLC until July 2018, in both cases acting as chair of the respective audit committees as well as serving on their nomination and remuneration committees. In addition, Mark has been Chair and non-executive director of Xpediator PLC from September 2021 until March 2022 and member of its remuneration committee

Other current appointments

None

Paul Baker, Chief Financial Officer

Paul is a highly experienced senior executive, with extensive and relevant financial and business transformation experience, most recently as Integration Director at Compass Group plc. Prior to that, he held various regional and divisional Finance Director roles within each of Compass Group (2013 to 2021), Iglo Group/ Birds Eye Limited (2011 to 2013) and Cadbury Schweppes PLC (1997 to 2010).

Other current appointments

None

Deborah Rabey

Deborah possesses a wealth of experience across supply chains, global sourcing, change management and general marketing, particularly within the retail sector, having spent 23 years with Tesco PLC (to October 2022), of which 14 years were at director level positions, notably as UK Category Director, General Merchandise. She was most recently Chief Customer Officer at Wilko, the mixed-goods retailer.

Other current appointments

None

The Chair confirms that, following the recent performance evaluation of the Board and individual directors, all directors continue to make an effective and valuable contribution to the Board and demonstrate commitment to their roles. Mark Whiteling (the Senior Independent Director) has led a review of David Blackwood's contribution to the Board since his appointment and confirms that he has made an effective and valuable contribution.

Explanatory Notes to the Proposed Resolutions continued

Resolutions 11 and 12 – Appointment and Remuneration of Auditor

On the recommendation of the Audit Committee, the Board proposes that BDO LLP be re-appointed as auditor of the Company. Resolution 12 proposes that the Audit Committee be authorised to determine the auditor's remuneration.

Resolution 13 - Authority to Make Political Donations

Part 14 of the Companies Act 2006 ('CA 2006'), amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12 month period will not be caught. However, the CA 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, there is a general consensus that such restrictions in the CA 2006 may potentially cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, or support for bodies representing the business community in policy review or reform, each of which the Company or its subsidiaries may see benefit in supporting.

Neither the Company nor any of its subsidiaries makes, nor has any intention whatsoever of making, any political donations or incurring any political expenditure.

Accordingly, by recommending this resolution the Company wishes to ensure that neither it nor its subsidiaries may inadvertently commit any breaches of the CA 2006 through the undertaking of routine activities which would not normally be considered to result in the making of political donations and political expenditure being incurred. This position is in line with normal market practice in the UK.

As permitted under the CA 2006, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place. The resolution reflects the three categories covered by the rules and authorises the Company and its subsidiaries to:

• (a) make political donations to political parties or independent election candidates not exceeding £50,000 in total;
• (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and
• (c) incur political expenditure not exceeding £50,000 in total,

in the period from the date of passing this resolution up to and including the conclusion of the next Annual General Meeting or, if earlier, 28 February 2026.

As required by the CA 2006, the resolution is in general terms and does not purport to authorise particular donations.

Resolution 14 - Authority to Allot Shares

At the Annual General Meeting held on 31 January 2024, the shareholders authorised the directors, under Section 551 of the CA 2006, to allot shares in the Company or grant rights to subscribe for, or convert any securities into, shares in the Company up to a maximum nominal amount of £8,255,306 representing approximately two-thirds of the Company's then issued ordinary share capital. This authority is due to expire at the end of the AGM and Resolution 14 will, if passed, renew this authority to allot shares.

The Investment Association ('IA') guidelines on directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital is only used to allot shares pursuant to a fully pre-emptive offer.

In light of these guidelines, and in accordance with the Company's previous practice, the Board considers it appropriate that they be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £8,255,306 representing two-thirds of the Company's issued ordinary share capital as at 5 December 2024 (being the latest practicable date prior to the publication of this Notice). If the Company wishes to allot more than a nominal amount of £4,127,653 (representing one-third of the Company's issued share capital), then any additional amount can only be allotted pursuant to a fully pre-emptive offer. The power will last until the end of the next Annual General Meeting of the Company after the passing of Resolution 14 or, if earlier, at the close of business on 28 February 2026.

The Board has no present intention of exercising this new authority, however, it is considered prudent to maintain the flexibility it provides.

As at the date of this Notice, the Company does not hold any shares in the capital of the Company in treasury.

Resolution 15 – Partial Disapplication of Statutory Pre-Emption Rights

Resolution 15 will give the directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted by Resolution 14 above for cash without complying with the pre-emption rights in the CA 2006 in certain circumstances.

This disapplication authority is in line with institutional shareholder guidance, and in particular the Pre-Emption Group's Statement of Principles (the 'Statement of Principles'). The Statement of Principles issued in November 2022 allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority up to ten per cent. of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority up to a further ten per cent. of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or that has taken place in the twelve-month period preceding the announcement of the issue. In both cases, an additional authority of up to two per cent. may be sought for the purposes of making a follow-on offer, as further explained below.

Resolution 15 will permit the directors to allot, pursuant to the authority to allot sought in Resolution 14, equity securities for cash and (if applicable) sell treasury shares:

• (a) on an offer to existing shareholders subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit;
• (b) up to a maximum nominal value of £619,148, representing approximately 5% of the issued ordinary share capital of the Company as at 5 December 2024 (being the latest practicable date prior to the publication of this Notice) otherwise than in connection with an offer to existing shareholders.

The Board considers that it is in the best interests of the Company and its shareholders generally that the Company seeks a disapplication authority and for it to be at this level (which is well within that permitted by the Statement of Principles).

Whilst embracing the flexibility conferred by Resolution 15, the Board recognises that any existing shareholder may be keen to participate in a non-preemptive offer carried out under this authority. The Board is therefore supportive of the follow-on offer approach set out in the Statement of Principles, which may be used to facilitate the participation of existing retail investors, who were not allocated shares in the non-pre-emptive offer. The features of follow-on offers are set out in the Statement of Principles but broadly a follow-on offer should: (i) be made to all existing shareholders (other than those who participated in the non-pre-emptive offer; (ii) entitle shareholders to subscribe for shares up to a maximum of £30,000 each, at the same price (or lower than) the non-pre-emptive offer; and (iii) be open for a period which allows shareholders to become aware of and make an investment decision in relation to the offer.

The Board confirms that it intends to follow the shareholder protections contained in Part 2B of the Statement of Principles and that it intends to follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.

As noted in relation to Resolution 14 above, the directors have no current intention of issuing ordinary shares but consider it useful to have the flexibility this authority provides.

The authority contained in Resolution 15 will expire at the same time as the authority contained in Resolution 14, that is at the end of the next Annual General Meeting of the Company after the passing of Resolution 15 or, if earlier, at the close of business on 28 February 2026.

Resolution 16 - Market Purchases of Ordinary Shares

With the authority of shareholders in general meeting, the Company may purchase its own ordinary shares in the market subject to the provisions of the CA 2006. The directors will only exercise the authority when satisfied that it is in the best interests of the Company to do so and when it would result in an increase in earnings per share.

The proposed authority would be limited to purchases of up to 24,765,920 ordinary shares, representing approximately 10% of the issued ordinary shares in the Company as at 5 December 2024 (being the latest practicable date prior to publication of this Notice). This resolution specifies that the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses) and the maximum price which may be paid is the higher of an amount equal to 105% of the average of the 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 price stipulated by the Regulatory Technical Standards pursuant to the Article 5(6) of the UK version of the EU Market Abuse Regulation (as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018) (exclusive of all expenses), being the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the capital of the Company on the trading venues where the market purchases by the Company are carried out.

As at 5 December 2024, there were outstanding 18,878,640 options to subscribe for ordinary shares, representing 7.62% of the Company's issued ordinary share capital. If the Company's authority to purchase shares (existing and being sought) was exercised in full, the options would represent 10.89% of the Company's issued ordinary share capital.

Under Part 18, Chapter 6 of the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back as an alternative to cancelling them. Shares held in treasury may be subsequently sold for cash, but all rights attaching to them, including voting rights and the right to receive dividends, are suspended while they are held in treasury. It is the Company's intention to cancel any shares it buys back rather than hold them in treasury.

The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2026.

Resolution 17 – Notice of General Meetings

The minimum notice period required by the CA 2006 for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (AGMs must always be held on at least 21 clear days' notice).

At the Annual General Meeting held on 31 January 2024, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice, and it is proposed that this authority be renewed. The authority granted by Resolution 17, if passed, will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

In order to be able to call a general meeting on less than 21 clear days' notice, the Company must obtain the requisite shareholder approval and make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by Resolution 17 will be used where, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether the directors consider it appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole.

Explanatory Notes to the Proposed Resolutions continued

Resolution 18 – Amended Articles of Association

The Board is proposing that the Company adopt new Articles of Association (the 'New Articles') in place of the current Articles of Association (the 'Current Articles') which were adopted in 2010.

The principal changes in the New Articles are summarised below. They are intended to reflect developments in law, regulation and market practice, and to provide additional flexibility where this is considered appropriate. In addition, the Company has taken the opportunity to incorporate amendments of a more minor, technical or clarifying nature, which are not summarised below. These seek to modernise the language in the document and clarify how certain provisions should operate.

(a) Share capital-related provisions

The Current Articles contain provisions in relation to the authority to allot shares and disapplication of pre-emption rights, and the approach taken by the Company to date has been to cross-refer to these provisions in its notices of general meeting at which such authorities are sought. In line with market practice, and in particular to enable to the Company to respond to changes in institutional investor guidelines in relation to such resolutions, those provisions have been deleted in the New Articles and the full text of the resolutions is now set out in the notices of general meeting. Certain other changes to provide the Company with greater flexibility in relation to share capital management are also proposed.

(b) Disclosure of interests in shares

The New Articles more clearly set out the circumstances in which a person will have failed to comply with a section 793 notice issued by the Company and now include circumstances where the Company knows (or has reasonable cause to believe) that information provided in response to a section 793 notice is incorrect or incomplete.

(c) General meetings

The New Articles provide that the Company may hold 'hybrid' general meetings (including annual general meetings) in such a way that enables members to attend and participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility. Voting at hybrid meetings will, by default, be decided on a poll. Hybrid meetings may be adjourned in the event of a technological failure. The directors consider it prudent to obtain the flexibility to hold hybrid meetings. The provision does not permit virtual-only or electronic-only general meetings to be convened.

The New Articles also contain a new power for the directors to postpone a meeting after notice of that meeting has been sent but before the meeting is held. This power is intended to provide flexibility in the event of difficulties arising prior to the meeting being held, for example, if there are issues in relation to the meeting venue or facilities.

A number of other modernising or consequential amendments have been made to the provisions in the New Articles in relation to general meetings, including around arrangements designed to ensure the security, health and safety of those attending the meeting.

(d) Directors of the Company

In line with the requirements of the UK Corporate Governance Code, the New Articles require directors to retire and seek re-election at each annual general meeting of the Company. This reflects existing Company practice.

The provisions relating to the termination of a directors' appointment have also been updated and modernised, in particular to reflect changes in law, as have the provisions regarding the delegation of the Board's powers. A number of other minor changes have been made to the New Articles in relation to directors' meetings and decision-making.

The provisions in relation to directors' remuneration and expenses have been amended, including to increase the aggregate annual limit on the remuneration that may be paid to non-executive directors from £500,000 to £750,000. This limit has not been reviewed since 2006 and the increase is designed to provide future flexibility and avoid the Company inadvertently infringing the limit. Details of the fees paid to the non-executive directors during the 53 week period ended 31 August 2024 can be found in the Directors' Remuneration Report within the Annual Report. All directors' remuneration will continue to be paid in accordance with the Directors' Remuneration Policy most recently approved by shareholders.

(e) Dividends

The New Articles give the Board greater flexibility to determine the appropriate method(s) by which it pays dividends to shareholders. This flexibility will help the Board take account of developments in market practice and keep down the administrative costs of making payments. The New Articles also provide that where a payment cannot be made because a shareholder has not provided valid bank account details or an address to the Company, that amount will be treated as unclaimed until the shareholder provides those details. In such circumstances, no trust will arise in relation to such sums and no interest will need to be paid on such sums.

(f) Untraced shareholders

The process of selling shares belonging to shareholders who remain untraced for a prolonged period has been modernised in the New Articles to bring it more into line with current market practice. The changes include removing the requirement for notices in relation to untraced shareholders to be published in a national newspaper (notices must still be sent to the registered or last known address of the shareholder). The Company is also required to use reasonable steps to trace the untraced shareholder, for example, using a professional asset reunification company or other tracing agent where appropriate.

The time period for engaging the Company's powers of sale in relation to the shares of such untraced shareholders has also been reduced from twelve years to six years, and the proceeds of sale of such shares will be forfeited by the former shareholder, with no further right to claim the proceeds from the Company (and the Board currently intends that any such proceeds of sale will be used for charitable purposes). Various consequential amendments have been made to the New Articles to reflect these changes.

A marked-up version of the New Articles, showing the changes against the Current Articles, is also available on the Company's website at www.smithsnews.co.uk.

Notes for Shareholders

• 1. Shareholders are entitled to appoint one or more proxies (who need not be shareholders) to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting provided that if more than one proxy is appointed, each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. Your proxy could be the Chair, another director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and must attend the meeting for your vote to be counted.
• 1. Shareholders should use the enclosed Proxy Form to make the appointment referred to in Note 1 above. Before completing the Proxy Form shareholders should read the guidance notes on the Form.
• 1. As an alternative to completing and returning the printed Proxy Form, you may submit your proxy appointment electronically by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
• 1. To be valid any Proxy Form and power of attorney or other authority, if any, under which it is signed (or a notarially certified or office copy of such power or authority or other instrument) appointing a proxy must be received by post or at the electronic address provided on the Proxy Form, in each case no later than 11.30am on 14 January 2025. Completion and return of a Proxy Form, or electronic proxy appointment, or any CREST Proxy Instruction (as described in Note 5) will not prevent you attending and voting at the meeting, if you wish. A member must inform the Company in writing of any termination of the authority of a proxy not less than six hours before the time of the AGM.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & International specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (CREST participant ID RA19) by 11.30am on 14 January 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:30 am on 14 January 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
• 1. Any member with more than one shareholding registered in his/her name should, to the extent that such member has elected to receive copies of relevant documentation, receive only one copy of the Annual Report and one Proxy Form. The Proxy Form will be valid in respect of all his/her holdings. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Equiniti on 0371 384 2771*.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the CA 2006 and the Articles of Association of the Company, the Company specifies that only those shareholders registered in the register of members of the Company as at 6.30pm on 14 January 2025 (or 6.30pm on the day that is two business days before any adjourned meeting) shall be entitled to attend (either in person or by proxy) and vote at the meeting in respect of the number of shares registered in their names at that time. Changes to the register of members after 6.30pm on 14 January 2025 (or 6.30pm on the day that is two business days before any adjourned meeting) shall be disregarded in determining the right of any person to attend and vote at the AGM.
• 1. Any person to whom this Notice is sent who is a person nominated under Section 146 of CA 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. In the absence of an agreement described in Note 12 above, the statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 to 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Notes for Shareholders continued

• 1. Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Copies of directors' service contracts and non-executive directors' letters of appointment with the Company and any of its subsidiaries are available for inspection at the registered office of the Company during normal business hours (except Saturdays, Sundays and public holidays) and at the AGM Location on 16 January 2025 from 11.00am until the conclusion of the AGM. A copy of a marked-up version of the New Articles will be available for inspection at this year's AGM from 11.00am until the conclusion of the AGM and will also be available on the National Storage Mechanism and the Company's website at www.smithsnews.co.uk from the date this notice is sent to shareholders.
• 1. Under Section 527 of CA 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of CA 2006. The Company may not require the shareholders requesting any such website publication to pay their expenses in complying with Sections 527 or 528 of CA 2006. Where the Company is required to place a statement on a website under Section 527 of the CA 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of CA 2006 to publish on a website.
• 1. As at 5 December 2024 (being the latest practicable date prior to publication of this Notice) the Company's issued share capital consists of 247,659,200 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 5 December 2024 are 247,659,200.
• 1. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be answered.
• 1. At the AGM, shareholders vote on each resolution by way of a poll rather than a show of hands, to ensure that the final result is more democratic as the proxy votes are added to the votes of the shareholders present, who vote on all their shares (rather than one vote per shareholder).
• 1. A copy of this Notice, and other information required by Section 311A of the CA 2006, can be found on the Company's website www.smithsnews.co.uk.
• 1. Under Section 338 and Section 338A of CA 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than the date at which notice is given of the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

* Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales

AGM Information

Venue

The meeting will be held on Thursday 16 January 2025 at DoubleTree by Hilton, Lydiard Fields, Great Western Way, Swindon SN5 8UZ.

Time

The meeting will start at 11.30am.

Refreshments

Refreshments will be served before the meeting.