Smiths News PLC — Proxy Solicitation & Information Statement 2023

Dec 15, 2023

Attendance Card

Notice of Availability

appointment via the internet at www.sharevote.co.uk.Annual General Meeting at www.smithsnews.co.uk. You can submit your proxy You can now access the 2023 Annual Report and Accounts and Notice of

Shareholder Reference Number:

Rowan House Smiths News plc

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

Voting ID	Task ID	Shareholder Reference Number
	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 hereby appoint the Chairman of the Meeting or:
NAME OF	NUMBER	MULTIPLE

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

Proxy Form

3047-0119

to act as my/our proxy at the Annual General Meeting of Smiths News plc to be held at 11.30am on Wednesday 31 January 2024 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

Resolution	For	Against Vote	Withheld		For	Against Vote	Withheld
1 To receive the accounts and reports of the directors and auditor for the 52 week period ended 26 August 2023	V	V	V	10 To elect Deborah Rabey as a director of the Company	V	V	V
2 To approve the directors' remuneration report	V	V	V	11 To re-appoint BDO LLP as auditor	V	V	V
3 To declare a final dividend	V	V	V	12 To authorise the Audit Committee to determine the auditor's remuneration	V	V	V
4 To re-elect David Blackwood as a director of the Company	V	V	V	13 Authority to make political donations	V	V	V
5 To re-elect Jonathan Bunting as a director of the Company	V	V	V	14 Authority to allot shares	V	V	V
6 To re-elect Denise Collis as a director of the Company	V	V	V	15 Authority to partially disapply pre-emptive rights*	V	V	V
7 To re-elect Michael Holt as a director of the Company	V	V	V	16 Authority to make market purchases of ordinary shares*	V	V	V
8 To re-elect Mark Whiteling as a director of the Company	V	V	V	17 Authority to call general meetings (other than the AGM) on 14 clear days' notice*	V	V	V
9 To re-elect Paul Baker as a director of the Company	V	V	V	* 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 29 January 2024.

Guidance Notes

Guidance notes for completion 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 29 January 2024. 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 +44 (0)371 384 2771*, 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. As an alternative to completing and returning the printed Proxy Form, you may submit your proxy appointment electronically by accessing the website www.sharevote.co.uk, where full details of the procedure are given. The Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy will be required. Alternatively, if you have already registered with the Company's Registrars' online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click 'View' on the 'My Investment' page, click on the link to vote then follow the on-screen instructions. If you wish to appoint more than one proxy electronically please contact Equiniti on +44 (0)371 384 2771*. Electronic proxy voting instructions must be received no later than 11.30am on 29 January 2024.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) ) no later than 11.30am on 29 January 2024, that is 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST 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.
• 1. Your proxy must be lodged by 11.30am on 29 January 2024 in order to be considered valid.
• 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 +44 (0)371 384 2771*.

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

BN99 8HP LANCING Spencer Road Aspect House Equiniti

BN99 8HP

BN99 8HP

LANCING

LANCING

Spencer Road

Spencer Road

Aspect House

Aspect House

Equiniti

Equiniti

TFADTFDADTFDTADDDDDFFAFADFADDFDFFTDARTAR-KEHX-CTAT TFADTFDADTFDTADDDDDFFAFADFADDFDFFTDARTAR-KEHX-CTAT

Licence Number

Licence Number

Business Reply Plus

Business Reply Plus

TFADTFDADTFDTADDDDDFFAFADFADDFDFFTDA

RTAR-KEHX-CTAT

Licence Number

Business Reply Plus