Smiths News PLC — Proxy Solicitation & Information Statement 2010

Nov 1, 2010

Guidance Notes

Guidance notes for completion of Proxy Form and electronic proxy voting

• 1. Shareholders are entitled to appoint one or more proxies to attend, speak and vote at the Annual General Meeting (AGM) on their behalf. If you wish to appoint a proxy please complete the enclosed Proxy Form and return it, together with any power of attorney or other authority (or a duly certified copy of such power or authority) under which it is executed, to the Company's Registrars, Equiniti, so as to be received no later than 11.30am on 12 January 2011. A proxy need not be a shareholder of the Company and the appointment of a proxy will not prevent you from attending and voting in person.
• 1. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman, cross out the words 'the Chairman of the Meeting or' on the Proxy Form and insert the name of your proxy in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Proxy Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
• 1. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. If you wish to appoint more than one proxy, each proxy must be appointed on a separate Proxy Form. Additional Proxy Forms may be obtained by contacting Equiniti on 0871 384 2771* or from outside the UK on +44 (0) 121 415 7565, or you may photocopy the enclosed Proxy Form. Please indicate by ticking the box provided if the proxy appointment is one of multiple appointments being given. All Proxy Forms must be signed and should be returned together.
• 1. You can instruct your proxy how to vote on each resolution on which a poll is taken by placing an 'X' in the 'For', 'Against' or 'Vote Withheld' boxes as appropriate. Please note that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. If you do not indicate on the Proxy Form how your proxy should vote, he/she can exercise his/her discretion as to whether, and if so how, he/she votes on each resolution, as he/she will do in respect of any other business which may properly come before the meeting.
• 1. You must sign and date the Proxy Form in the boxes provided. In the case of joint shareholders, only one need sign the Proxy Form. The vote of the senior joint shareholder will be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority will be determined by the order in which the names of the shareholders appear in the register of members in respect of the joint shareholding. If the Proxy Form is signed by someone else on behalf of the registered holder(s), the appropriate power of attorney or other authority (or a duly certified copy of such power or authority) under which it is executed must be returned with the Proxy Form.
• 1. A corporation should execute the Proxy Form under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be returned with the Proxy Form.
• 1. Alternatively, you may submit your proxy appointment electronically by accessing the website www.sharevote.co.uk, where full details of the procedure are given. You will need to have your Proxy Form to hand when you log on as it contains information which will be required to validate your submission. If you wish to appoint more than one proxy electronically please contact Equiniti on 0871 384 2771* or from outside the UK on +44 (0) 121 415 7565. Electronic proxy voting instructions must be received no later than 11.30am on 12 January 2011.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM or any adjournment thereof by using the procedures described in the CREST Manual (available at www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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 voting service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK and Ireland specifications, and must contain the information required for such instruction, as described in the CREST Manual. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, must be received by Equiniti (ID RA19) no later than 11.30am on 12 January 2011. Normal system timings and limitations will apply in relation to the input of CREST Proxy Instructions. It is therefore the responsibility of the CREST member concerned to take 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 sponsor(s) or voting service provider(s) 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.

BN99 6GR LANCING Spencer Road Aspect House Equiniti

Smiths News PLC

3047-026-S

Shareholder Reference Number

Proxy Form

Voting ID

Task ID

You can register your proxy appointment electronically at www.sharevote.co.uk using the above numbers.

Before completing this form, please read the guidance notes overleaf.

I/we, the undersigned, being (a) member(s) of Smiths News PLC, hereby appoint the Chairman of the Meeting or

NAME OF	NUMBER OF
PROXY	SHARES*

as my/our proxy, to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.30am on Friday 14 January 2011 and at any adjournment thereof.

I/we direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Please tick this box if this proxy appointment is one of multiple appointments:*

*Please refer to notes 2 and 3 of the guidance notes overleaf.

Please indicate your vote by marking the appropriate boxes in black ink like this:

Resolution	For	Against	Vote Withheld	Resolution	For	Against	Vote Withhele
1 To receive the accounts				9 To re-elect Anthor	ny Cann
and reports of the directors and				10 To re-elect John V	Vorby 📙
auditors for the year				11 To re-appoint the	auditors $\square$
ended 31 August 2010				12 To authorise the A
2 To approve the directors' remuneration report for				Committee to det the auditors' remu
the year ended 31 August 2010				13 Authority to make donations	political
3 To declare a final dividend				14 Authority to allot s	shares $\square$
of 5p per share	H	님	님	15 Authority to disap
4 To elect Jonathan Bunting	님			pre-emption right	s † $\square$	Ш	Ш
5 To elect Nick Gresham		닏		16 Authority to make
6 To re-elect Dennis Millard	Ц	Ц		purchases of ordi shares†	nary $\square$
7 To re-elect Mark Cashmore	Ш	Ш	Ш		notings.
8 To re-elect Andrew Brent				17 To call general me on 14 days' notic	~
† Special resolution
Signature				Date

To be valid this Proxy Form must be received by the Company's Registrars, Equiniti, at the address printed overleaf by not later than 11.30am on Wednesday 12 January 2011.

Please place an 'X' in this box if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party.

Shareholder Reference Number:

please bring this card with you and present it at the I General Meeting, to be held at Wakefield House, SN3 1RF at 11.30am on Friday 14 January 2011, and present it at the Registrars' desk on arrival.

Attendance Card