Smiths News PLC — Proxy Solicitation & Information Statement 2020

Dec 22, 2020

COVID-19

Attendance Card

Notice of Availability

your proxy appointment via the internet at www.sharevote.co.uk. Annual General Meeting at www.corporate.smithsnews.co.uk. You can submit You can now access the 2020 Annual Report and Accounts and Notice of

Wednesday 27 January 2021. and efficient as possible at the offices of Smiths News plc at 11.30am on attendance at the Annual General Meeting, which is to be kept as concise In the light of the COVID-19 guidance opposite, we intend to limit physical

do not attend in person as entry is likely to be refused in line with current Whilst a venue map is shown opposite, we strongly recommend shareholders

guidance.

Shareholder Reference Number:

Rowan House

Smiths News plc

KEMBREY PARK: SN2 8YZ SAT NAV POSTCODE FOR www.corporate.smithsnews.co.uk Swindon, Wiltshire SN2 8UH Kembrey Park Cherry Orchard North

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an Me d l eti eg ng isla in tio lin n. e w ith ou r A rtic les of A sso cia tio n a nd cu rre nt gu ida nc e
Ac co rdi ng ly, the A nn ua l G en era l M ee tin g w ill b e k ep t a s c on cis e a nd
eff icie nt as po ss ible an d p hy sic al att en da nc e w ill b e l im ite d t o t he
mi nim um nu mb er of pe rso ns to en su re the m ee tin g i s q uo rat e a nd
ca n c on du ct the bu sin es s o f th e m ee tin g. Sh are ho lde rs wi ll s till be
ab le t o a sk qu est ion s b y e ma il a he ad of th e m ee tin g a nd m ay ha ve
lim ite d p art icip ati on at th e m ee tin g i tse lf t hro ug h a n a bil ity to list en to
pro ce ed ing s v ia a (m ute on ly) co nfe ren ce te lep ho ne fa cil ity (se e b elo w)
As su ch , sh are ho lde rs wi ll n ot ha ve a rig ht to att en d t he m ee tin g i n

person. Accordingly, we invite shareholders to:

(marked for the attention of the Company Secretary). We will publish General Meeting by e-mail to Investor.Relations@smithsnews.co.uk Meeting and the Resolutions can be submitted ahead of the Annual Any specific questions on the business of the Annual General submit any questions in advance of the Annual General Meeting.

1.

the lead up to, and after, the meeting. consider to be frivolous or vexatious) and answers on our website in these questions (other than any questions which the directors participate remotely in the Annual General Meeting, if desired, via

2.

in to the meeting shortly before 11.30 am using the following details: the following (mute only) conference telephone facility – please dial United Kingdom Toll-Free: 08003589473

PIN: 43069105#

PIN: 43069105# United Kingdom Toll: +44 3333000804

https://event.sharefile.com/d-s7bae1d9235d495a8 International dial in numbers:

Shareholders who wish to vote are strongly encouraged to submit their

Association and current guidance and legislation. the meeting by others will be restricted in line with our Articles of Chairman of the meeting as their proxy, as physical attendance at on physical participation, we recommend shareholders appoint the are set out in the guidance notes to this document. Given the limitations 11.30 a.m. on Monday 25 January 2021. Details of how to appoint a proxy votes by proxy as soon as possible and in any event by no later than

https://www.corporate.smithsnews.co.uk/investors/regulatory-news such communications, which can also be found on our website at: news service. As such, we strongly recommend shareholders monitor change, the Company will issue a further communication via a regulatory In the event that our Annual General Meeting arrangements have to

You can register your proxy appointment electronically at www.sharevote.co.uk using the above numbers. Voting ID Task ID Shareholder Reference Number Proxy Form 3047-101-S

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

I/We hereby appoint the Chairman of the Meeting or:

NAME OF	NUMBER	MULTIPLE
PROXY	OF SHARES	PROXIES
(see Note 2)	(see Note 2)	(see Note 3)

to act as my/our proxy at the Annual General Meeting of Smiths News plc to be held at 11.30am on Wednesday 27 January 2021 and at any adjournment. Please refer to the Notice of Annual General Meeting for the full text of the resolutions. This personalised Proxy Form is not transferable and should be disregarded if you have sold your shareholding.

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

		Vote			Vote
Resolution	For	Against Withheld	Resolution	For	Against Withheld
1 To receive the accounts and reports of the directors and auditor for the 52 week period ended			10 To authorise the Audit Committee to determine the auditor's remuneration
29 August 2020 2 To approve the directors' remuneration report			11 Authority to make political donations
3 To elect David Blackwood			12 Authority to allot shares
as a director of the Company 4 To re-elect Jonathan Bunting as a director of the Company			13 Authority to partially disapply pre-emption rights*
5 To re-elect Denise Collis as a director of the Company			14 Authority to disapply pre-emption rights in connection with an acquisition or specified capital
6 To re-elect Tony Grace as a director of the Company			investment*
7 To re-elect Michael Holt as a director of the Company			15 Authority to make market purchases of ordinary shares* 16 Authority to call general meetings
8 To re-elect Mark Whiteling as a director of the Company			(other than the AGM) on 14 clear days' notice*
9 To re-appoint BDO LLP as auditors			* Special resolution
Signature			Date

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

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 Monday 25 January 2021.

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 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 25 January 2021. 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 provided 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 0371 384 2771* or from outside the UK on +44 (0) 121 415 7565, or you may photocopy the attached 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 0371 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 25 January 2021.
• 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 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 which can be viewed at www.euroclear.com. 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 25 January 2021. 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.
• 1. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members at 6.30pm on the day that is two business days before the meeting, or any adjourned meeting. Changes to the register of members after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. This Proxy Form shows your name as it appears on the register of members. If the information is incorrect, please contact Equiniti on 0371 384 2771* or from outside the UK on +44 (0) 121 415 7565.
• * Lines are open from 8am to 5pm, Monday to Friday, excluding public holidays in England and Wales.

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