WH Smith PLC — AGM Information 2015

Dec 8, 2015

WH SMITH PLC Notice of WH Smith PLC Annual General Meeting

Allen & Overy LLP One Bishops Square, London E1 6AD on Wednesday 27 January 2016 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 your shares in WH Smith PLC you should pass this notice and other enclosures to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

WH Smith PLC Company Number: 5202036 Registered in England and Wales Registered Office: Greenbridge Road, Swindon, Wiltshire SN3 3RX VAT Registration Number: 238554836

Financial Reporting Standard (FRS) 101

Reduced Disclosure Framework

Following the publication of FRS 100 Application of Financial Reporting Requirements by the Financial Reporting Council, WH Smith PLC is required to change its accounting framework for its entity financial statements, which is currently UK GAAP, for its financial year that commenced on 1 September 2015. The Board considers that it is in the best interests of the Group for WH Smith PLC to adopt FRS 101 Reduced Disclosure Framework. No disclosures in the current UK GAAP financial statements would be omitted on adoption of FRS 101. A shareholder or shareholders holding in aggregate five per cent or more of the total allotted shares in WH Smith PLC may serve objections to the use of the disclosure exemptions on WH Smith PLC, in writing, to its registered office (Greenbridge Road, Swindon, Wiltshire SN3 3RX) not later than 29 February 2016.

Dear Shareholder

I have pleasure in sending you the Notice of our Annual General Meeting ('AGM') for shareholders which will be held at Allen & Overy LLP, One Bishops Square, London E1 6AD ('AGM Location') on Wednesday 27 January 2016 at 11.30am. The formal Notice of Annual General Meeting is set out on pages 4 to 6 of this document.

The AGM is an important opportunity for all shareholders to express their views by raising questions and voting.

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the Form of Proxy and return it to our registrars as soon as possible. Alternatively, you can register your proxy vote electronically by logging on to www.investorcentre.co.uk/eproxy or, if you are a member of CREST, via Computershare Investor Services PLC (ID 3RA50). The registrars must receive your proxy appointment by 11.30am on Monday 25 January 2016.

Final dividend

Shareholders are being asked to approve a final dividend of 27.3p per ordinary share for the year ended 31 August 2015. If shareholders approve the recommended final dividend, this will be paid on 4 February 2016 to all shareholders who were on the register of members at close of business on 15 January 2016.

If you have not already done so, may I take this opportunity to encourage you to arrange to have your dividends paid directly into your bank or building society account. Mandating your dividends is more secure than receiving a cheque by post and means that you will receive cleared funds automatically on the payment date. To receive future dividends directly into your bank or building society account, please register at www.investorcentre.co.uk using your Shareholder Reference Number which is printed on your Form of Proxy or contact our registrars, Computershare Investor Services PLC on 0371 495 0100 for more information.

Share Schemes

In resolutions 14 and 15 we are seeking shareholder approval to adopt the new WH Smith Sharesave Scheme and the new WH Smith LTIP (the 'Sharesave Scheme' and the 'LTIP', respectively). The rules of the current LTIP and Sharesave Scheme are due to expire next year, following which no further options or awards may be granted under them. Shareholders will be asked to approve the new rules at the AGM for adoption by the Company.

Although the new LTIP will continue to be operated in line with the Remuneration Policy approved by shareholders, the opportunity has been taken to review the rules and to extend a number of provisions in the interests of shareholders, in particular enhanced malus and clawback provisions and the ability to impose a mandatory holding period. In addition, the new LTIP rules provide for a participant to receive dividend equivalents accrued during the performance period (and, if applicable, the mandatory holding period) on the shares in relation to which an award is exercised, at the discretion of the Remuneration Committee.

The new Sharesave Scheme will replace the current all employee share scheme and will continue to be operated as a tax-advantaged SAYE option scheme.

Summaries of the principal terms of each of the new plans are set out in the Appendix to the AGM Notice.

Articles of Association

We are asking shareholders to approve amendments to our Articles of Association. An explanation of the proposed amendments is set out on page 9 of this document.

Notice of publication of Annual report

Notice is hereby given that the WH Smith PLC Annual report 2015 has been published on the Company's website www.whsmithplc.co.uk. It can be accessed at www.whsmithplc.co.uk/investors/company_reports or by going to the Company's home page, clicking on the Investors section of the website and then clicking on Company reports. If you have elected to receive shareholder correspondence in hard copy, then 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.

Explanatory notes

Explanatory notes on the special business to be considered at the AGM appear on pages 7 to 9 of this document.

Recommendation

Your directors consider that each of the proposals detailed in this Notice of Meeting will be of benefit to and in the best interests of the Company and the shareholders as a whole. The directors intend to vote in favour of all resolutions in respect of their own beneficial holdings of ordinary shares in the Company and unanimously recommend other shareholders to do likewise.

Yours sincerely

Henry Staunton Chairman

Notice of WH Smith PLC Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the tenth Annual General Meeting of WH Smith PLC (the 'Company') will be held at Allen & Overy LLP, One Bishops Square, London E1 6AD on Wednesday 27 January 2016 at 11.30am for the following purposes:

Ordinary business – ordinary resolutions

Report and accounts

Resolution 1: to receive the reports and accounts of the directors and auditors for the year ended 31 August 2015.

Remuneration report

Resolution 2: to approve the directors' remuneration report (excluding the directors' remuneration policy set out on pages 37 to 44 of the report) for the year ended 31 August 2015, as set out on pages 35 to 52 of the 2015 Annual report.

In accordance with Section 439 of the Companies Act 2006, shareholders are asked to approve the remuneration report that appears on pages 35 to 52 of the 2015 Annual report (excluding the directors' remuneration policy). This vote is advisory, and the directors' entitlement to remuneration is not conditional on it.

Remuneration policy

Resolution 3: to approve the directors' remuneration policy, the full text of which is contained in the directors' remuneration report for the financial year ended 31 August 2015, as set out on pages 37 to 44 of the 2015 Annual report.

Shareholders are asked to approve the directors' remuneration policy which is set out in full in the remuneration report that appears on pages 35 to 52 of the 2015 Annual report. Once the directors' remuneration policy is approved, the Company will not be able to make a remuneration payment to a current or future director or a payment for loss of office to a current or past director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company.

Final dividend

Resolution 4: to declare a final dividend of 27.3p per share recommended by the directors.

Directors

Resolution 5: to re-elect Suzanne Baxter as a director of the Company.

Suzanne Baxter joined the Board in February 2013. She is Chair of the Audit Committee and is a member of the Nominations and Remuneration Committees. The Chairman confirms that, following the formal performance evaluation carried out in August 2015, Suzanne Baxter continues to make an effective contribution and commitment to Board and Committee meetings and her other duties.

Resolution 6: to re-elect Stephen Clarke as a director of the Company.

Stephen Clarke joined the Board in June 2012 and became Group Chief Executive on 1 July 2013.

Resolution 7: to re-elect Annemarie Durbin as a director of the Company.

Annemarie Durbin joined the Board in December 2012. She is a member of the Audit, Nominations and Remuneration Committees. The Chairman confirms that, following the formal performance evaluation carried out in August 2015, Annemarie Durbin continues to make an effective contribution and commitment to Board and Committee meetings and her other duties.

Resolution 8: to re-elect Drummond Hall as a director of the Company.

Drummond Hall joined the Board in September 2008 and became Senior Independent Director on 1 September 2013. He is also Chair of the Remuneration Committee and is a member of the Audit and Nominations Committees. The Chairman confirms that, following the formal performance evaluation carried out in August 2015, Drummond Hall continues to make an effective contribution and commitment to Board and Committee meetings and his other duties.

Resolution 9: to re-elect Robert Moorhead as a director of the Company.

Robert Moorhead joined the Board in December 2008. He is Chief Financial Officer and Chief Operating Officer.

Resolution 10: to re-elect Henry Staunton as a director of the Company.

Henry Staunton joined the Board in September 2010 and became Chairman on 1 September 2013. He is also Chair of the Nominations Committee and a member of the Remuneration Committee. Drummond Hall confirms that, following the formal performance evaluation carried out in August 2015, Henry Staunton continues to be an effective Chairman and demonstrates his commitment to the role.

Biographies for the directors are set out on page 34 of the Annual report.

Auditors

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

Resolution 12: to authorise the Audit Committee to determine the Auditors' remuneration.

Special business

The following four resolutions will be proposed as ordinary resolutions.

Authority to make political donations

Resolution 13: to resolve that, in accordance with Section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries 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 or up to and including 28 February 2017, whichever is the earlier.

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.

WH Smith Sharesave Scheme

Resolution 14: to resolve that the WH Smith Sharesave Scheme (the 'Sharesave Scheme'), the principal terms of which are summarised in the Appendix to this Notice and the draft rules of which are produced to the meeting and initialled by the Chairman for the purposes of identification, be approved and the directors be authorised to do all acts and things they consider necessary or expedient for the purposes of implementing and giving effect to the Sharesave Scheme, including making any changes to the rules of the Sharesave Scheme they consider necessary or desirable to obtain or maintain the tax-advantaged status of the Sharesave Scheme under Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003, and to establish further schemes based on the Sharesave Scheme but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against any limits on individual or overall participation in the Sharesave Scheme.

WH Smith LTIP

Resolution 15: to resolve that the WH Smith LTIP (the 'LTIP'), the principal terms of which are summarised in the Appendix to this Notice and the draft rules of which are produced to the meeting and initialled by the Chairman for the purposes of identification, be approved and the directors be authorised to do all acts and things they consider necessary or expedient for the purposes of implementing and giving effect to the LTIP, and to establish further plans based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the LTIP.

Authority to allot shares

Resolution 16: to resolve that:

• (a) the directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
• (i) in accordance with Article 7 of the Company's Articles of Association, up to a maximum nominal amount of £8,450,603 (such amount to be reduced by the nominal amount of any equity securities (as defined in Article 8 of the Company's Articles of Association) allotted under paragraph (ii) below in excess of £8,450,603); and
• (ii) comprising equity securities (as defined in Article 8 of the Company's Articles of Association), up to a maximum nominal amount of £16,903,742 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in Article 8 of the Company's Articles of Association);
• (b) 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 2017; and
• (c) all previous unutilised authorities under Section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

The following four resolutions will be proposed as special resolutions.

Disapplication of pre-emption rights

Resolution 17: to resolve that:

• (a) in accordance with Article 8 of the Company's Articles of Association, the directors be given power to allot equity securities for cash;
• (b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in Article 8(b)(ii) of the Company's Articles of Association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £2,535,434;
• (c) 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 2017; and
• (d) all previous unutilised authorities under Sections 570 and 573 of the Companies Act 2006 shall cease to have effect.

Market purchases of ordinary shares

Resolution 18: 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 that may be purchased under this authority is 11,477,980 shares;
• (b) the minimum price which may be paid for each ordinary share is 226 ⁄67p (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) 105 per cent 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
• (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
• (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 at close of business on 28 February 2017, whichever is the earlier, 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.

Amendment of the Articles of Association

Resolution 19: to resolve that, with effect from the conclusion of the Annual General Meeting, the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Notice of general meetings

Resolution 20: to resolve that a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.

By Order of the Board

Ian Houghton Company Secretary

25 November 2015

Registered Office: Greenbridge Road, Swindon, Wiltshire SN3 3RX

Explanatory notes

Resolutions 5 to 10 Retirement and re-election of directors

In accordance with the UK Corporate Governance Code, the directors have resolved that they will all retire and that those wishing to serve again shall submit themselves for re-election by the shareholders. Biographies of all the directors are set out in the Company's Annual report on page 34 and are also available for viewing on the Company's website (www.whsmithplc.co.uk).

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.

Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the CA 2006 defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits 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.

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 up to the Company's next Annual General Meeting or up to and including 28 February 2017, whichever is the earlier.

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

Resolution 14 WH Smith Sharesave Scheme and Resolution 15 WH Smith LTIP

Shareholders are requested to approve the new WH Smith Sharesave Scheme and the new WH Smith LTIP (the 'Sharesave Scheme' and the 'LTIP', respectively). Summaries of the principal terms of each of the Sharesave Scheme and the LTIP are set out in the Appendix to the AGM Notice. The Sharesave Scheme and LTIP will replace the Company's existing Sharesave Scheme and LTIP, under which no further options or awards may be granted following their expiry of the current schemes next year.

Although the LTIP will continue to be operated in line with the remuneration policy approved by shareholders, the opportunity has been taken to review the rules and to extend a number of provisions in the interests of shareholders, in particular enhanced malus and clawback provisions and the ability to impose a mandatory holding period. In addition, the new LTIP rules provide for a participant to receive dividend equivalents accrued during the performance period (and, if applicable, the mandatory holding period) on the shares in relation to which an award is exercised, at the discretion of the Remuneration Committee.

The new Sharesave Scheme will continue to be operated as an all employee tax-advantaged SAYE option scheme under Schedule 3 of the Income Tax (Earnings and Pensions) Act 2003.

Copies of the draft rules of the Sharesave Scheme and LTIP may be inspected at the registered office of the Company and at the offices of Allen & Overy, the Company's solicitors, at One Bishops Square, London E1 6AD at any time during normal business hours on any weekday (Saturdays, Sundays and public holidays are excluded) up to and including the day of the AGM until the close of the meeting and at the venue for the AGM for 15 minutes prior to and during the meeting.

Resolution 16 Authority to allot shares

At the Annual General Meeting held on 21 January 2015, 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 security into, shares in the Company. This authority is due to expire at the end of the AGM. It is proposed to renew this authority. Paragraph (a)(i) of resolution 16 would allow the directors to allot shares up to a maximum nominal amount of £8,450,603, representing approximately one-third (33.33 per cent) of the Company's issued share capital, calculated as at 18 November 2015 (being the latest practicable date prior to publication of this Notice). In accordance with institutional guidelines issued by the Investment Association (IA), paragraph (a)(ii) of resolution 16 would allow the directors to allot, including the shares referred to in paragraph (a)(i), further of the Company's shares in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount of £16,903,742, representing approximately two-thirds (66.67 per cent) of the Company's issued share capital, calculated as at 18 November 2015 (being the latest practicable date prior to publication of this Notice).

The authority would expire at the conclusion of the next Annual General Meeting of the Company or at close of business on 28 February 2017, whichever is the earlier. Although the directors have no present intention of exercising this authority, it is considered prudent to maintain the flexibility it provides. If the directors do exercise the authority, they intend to follow best practice as regards its use as recommended by the IA.

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

Resolution 17 Disapplication of pre-emption rights

Also at the Annual General Meeting held on 21 January 2015, a special resolution was passed, under Sections 570 and 573 of the CA 2006, empowering the directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. This authority is due to expire at the end of the AGM. It is proposed to renew the authority, in line with the most recent institutional guidelines. If approved, this resolution would authorise the directors to issue shares in connection with a rights issue or other pre-emptive offer and otherwise to issue shares for cash up to a maximum nominal amount of £2,535,434, which is equal to approximately ten per cent of the Company's issued ordinary share capital as at 18 November 2015 (being the latest practicable date prior to publication of this Notice). The authority would expire at the conclusion of the next Annual General Meeting of the Company or at close of business on 28 February 2017, whichever is the earlier.

The directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non pre-emptive basis pursuant to the authority in resolution 17:

• (i) in excess of an amount equal to five per cent of the total issued ordinary share capital of the Company; or
• (ii) in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company within a rolling threeyear period, without prior consultation with shareholders,

in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Resolution 18 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 shareholders generally and that it would result in an increase in earnings per share.

The proposed authority would be limited to purchases up to 11,477,980 ordinary shares representing approximately 10 per cent of the issued ordinary shares in the Company as at 18 November 2015 (being the latest practicable date prior to publication of this Notice). The proposed authority would expire at the next Annual General Meeting of the Company or at close of business on 28 February 2017, whichever is the earlier. This resolution specifies that the minimum price which may be paid for each ordinary share is 226 ⁄67p (exclusive of all expenses) and the maximum price which may be paid is the higher of 105 per cent 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 Article 5(1) of the Buyback and Stabilisation Regulation 2003 (exclusive of all expenses). As at 18 November 2015, (being the latest practicable date prior to publication of this Notice), there were outstanding 3,190,979 options to subscribe for ordinary shares, representing 2.78 per cent 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 3.09 per cent of the Company's issued ordinary share capital.

Under Part 17, Chapter 6 of the CA 2006, the Company is allowed to hold its own shares in treasury following a buyback as an alternative to cancelling them. Shares held in treasury may be subsequently cancelled, sold for cash or used to satisfy share options and share awards under employees' share schemes. However, 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 present intention to cancel any shares it buys back rather than hold them in treasury.

Resolution 19

Amendment of the Articles of Association

It is proposed to adopt new Articles of Association (the 'New Articles'). The principal changes introduced in the New Articles are summarised below. Minor, technical and clarifying changes have not been noted. A copy of the New Articles and a copy of the current Articles of Association ('Current Articles'), marked to show all the changes proposed, are available for inspection as noted on page 15 of this document.

Vacation of office of director

The New Articles include updated wording, in line with recent legislation, regarding the circumstances in which a director must vacate office where the director has become physically or mentally ill, subject to a resolution of the Board. The change applies a test of whether in the opinion of a medical practitioner the director is rendered incapable by his illness of acting as a director for more than three months.

Directors' fees

The New Articles provide for directors' fees up to an aggregate of £750,000 per annum (unless there is an ordinary resolution of the Company determining a larger sum), whereas the current aggregate limit is £500,000. The increase is intended to provide sufficient flexibility in setting the level of directors' fees and the number of directors appointed in the future.

Power to borrow money

The Current Articles provision, which was put in place as part of the demerger in 2006, specifies a fixed limit for borrowing of £300 million which is increased to £600 million under the New Articles. The Company has grown significantly since 2006 in terms of market capitalisation, profitability and in the number of countries and locations in which it operates. The Board considers that it is prudent and timely to refresh the limit on borrowing to create additional flexibility for the future development of the business in line with the Company's strategy to create value for shareholders. The Company's external borrowing is limited by internal controls, the limits contained in its committed borrowing facility and the principles of sound corporate governance. Adopting this higher limit will not change the Company's borrowing policy and the Board considers it to be in the best commercial interests of the Group.

Capitalisation of reserves – employees' share schemes

The New Articles include an updated provision, in line with market practice, that clarifies the approach the Company would intend to take in the context of a capitalisation of reserves where shares are to be allotted at less than their nominal value under an employees' share scheme.

Indemnity of officers

The New Articles contain a provision, in line with market practice, enabling the Company to fund the expenditure of a director in connection with any legal proceedings brought against the director in his/her capacity as a director, or in connection with an application for relief, to the extent permitted by law.

Resolution 20 Notice of general meetings

The 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 21 January 2015, 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 20, 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 make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by resolution 20 will be used where, taking into account the circumstances, and noting the recommendations of the UK Corporate Governance Code 2014, the directors consider this appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole.

Appendix

WH Smith Sharesave Scheme (Sharesave) – Summary of Sharesave rules

Principal Terms of the WH Smith Sharesave Scheme:

a. General

The Sharesave is an 'all-employee' share option scheme administered by the Board of WH Smith PLC (the 'Board' and the 'Company', respectively) under which eligible employees can acquire options over Company shares ('Shares') on a taxfavoured basis and at a discount of up to 20 per cent of their market value at the date of grant. To exercise these options, participants must save out of contributions from their salary under a three or five year HMRC-approved savings contract. Savings contributions are subject to a statutory limit, currently £500 per month. The Board has discretion to determine whether and if so when the Sharesave will be operated.

The Company will determine where the Shares required for the Sharesave will be sourced. This will include by new issue and/or market purchase with any Shares purchased in the market being held in the Company's employee benefit trust. Benefits under the Sharesave are not pensionable, are personal to the participant and may not be transferred, assigned, charged or otherwise encumbered except that, on the death of a participant, an option may be transmitted to the participant's personal representatives.

b. Invitations

If the Board resolves to operate the Sharesave, invitations must be sent to all employees of a participating company and those participating company directors who are required to work a minimum of 25 hours per week. Employees are eligible provided they have been employed for any qualifying period not exceeding five years determined by the Board. The Board also has discretion to include any other employee or executive director of a participating company.

Invitations will normally be made within 42 days commencing on the day after the announcement of the Company's results for any period, but may also be made if there is a change to relevant scheme legislation or the announcement of a new savings contract prospectus.

c. The savings contract

To participate in the Sharesave, an eligible employee must enter into a savings contract of three or five years agreeing to make contributions of between £5 and £500 per month (or any other sum permitted by the relevant legislation from time to time).

d. Grant of options

Employees who enter into savings contracts are granted options to acquire Shares at the option price using the amount saved, including any bonus or interest. Options must be granted within 30 days (or 42 days if the applications are scaled down) of the first day by reference to which the option price was set.

A participant is not required to pay for the grant of an option. Options are not transferable (other than on the death of a participant) or assignable and will lapse immediately in the event of any breach of the transfer prohibition.

e. Sharesave limits

In any ten-year period, not more than ten per cent of the issued ordinary share capital of the Company may be issued or be issuable under the Sharesave and all other employee share schemes operated by the Company. If any Shares held in treasury are used for the Sharesave, the Company will, so long as required under the guidelines of the Investment Association, count them towards the dilution limit described above.

For the purposes of the limit, no account will be taken of any Shares where the option, award or other contractual right to acquire the Shares was released or lapsed without being exercised. Any Shares acquired by market purchase by, or for the purpose of, an employee share scheme operated by the Company will not be issued for this purpose.

f. Exercise of options

Options must normally be exercised in whole or in part within six months after the completion of the related savings contract, provided the participant remains a director or employee of a participating company, and may be exercised only once. Following the date of exercise, Shares must be issued or transferred to the participant within 30 days.

Options may be exercised early in the event of a participant ceasing employment with the Company or a participating company because of death, retirement, injury, disability, redundancy, a relevant transfer under the Transfer of Undertaking (Protection of Employment) Regulations 2006 or the individual's employing company or employing part of a business being sold out of the Company's group. On death, options may be exercised by the participant's personal representatives.

On cessation of employment for other reasons or if a participant ceases to pay contributions under the related savings contract, options will normally lapse. Options may also be exercised early in the event of a voluntary winding-up of the Company.

g. Option price

The option price will be determined by the Board and must not be less than (A) 80 per cent of the market value of a Share on the invitation date or on the date specified in the invitation and derived from the middle market quotation taken from the daily official list of the London Stock Exchange for the dealing day (or, if so determined by the Board, the average of such quotations for the three dealing days) immediately preceding the specified date as the Board determines; and (B) in the case of an option to subscribe for Shares, the nominal value of a Share.

h. Change of control

Options may normally be exercised early if:

• any person obtains control of the Company as a result of a general offer to acquire Shares;
• a person (or a group of persons acting in concert) becomes bound or entitled to acquire Shares by serving a notice under Sections 979–982 or 983–985 of the CA 2006; or,
• a scheme of arrangement in connection with the acquisition of Shares is sanctioned.

Notice of WH Smith PLC Annual General Meeting – Appendix

Options may be exercised up to 20 days before the relevant event or within six months of the event, or in the case of a Section 979 CA 2006 notice, within six weeks, after which time the options will lapse, unless the Board determines otherwise. Alternatively, with the consent of the acquiring company, options may be exchanged for equivalent rights to acquire shares in the acquiring company.

In the event of a Company reorganisation or merger, where the shareholders of the acquiring company are substantially the same as the Company shareholders immediately before the change of control no options will be exercisable but will be exchanged for equivalent rights. For the purposes of satisfying the conditions of an option exchange, the market value of any Shares must be determined using a methodology agreed with HMRC.

i. Rights attaching to shares

Shares issued to satisfy awards under the Sharesave will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred on the exercise of an option, optionholders are entitled to all rights attaching to the Shares by reference to a record date after the transfer date, but will not be entitled to rights before that date.

j. Variation of capital

In the event of a variation in the equity share capital of the Company including a capitalisation or rights issue, sub-division, consolidation or reduction, the Board may adjust the number of Shares subject to the option and/or the option price, provided that the total option price and total market value of the Shares under option must remain substantially the same. The total option price must not exceed the expected proceeds of the related savings contract at the bonus date and must not be reduced to less than the nominal value of a Share.

k. Alterations

The Sharesave may at any time be altered by the Board in any respect. However, any alterations to the advantage of participants in relation to the persons to or for whom Shares may be issued under the Sharesave; the limits on the number of Shares which may be issued or transferred out of treasury; the maximum contribution for each participant; the basis for determining the option price; any rights attaching to the options and the Shares or the basis for determining a participant's entitlement on a variation of capital must be approved in advance by Company shareholders in general meeting, unless the alteration or addition is minor in nature and is made to the benefit of the administration of the Sharesave; to maintain its tax-advantaged status; to comply with or take account of the provisions of any proposed or existing legislation or any changes to that legislation; or, to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any subsidiary or any present or future participant.

l. Termination

The Sharesave may be terminated by the Company at any time and in no event may options be granted under the Sharesave more than ten years after the Sharesave was adopted by the Company.

The rules of the Sharesave will be available for inspection in accordance with the arrangements set out on page 7 of the AGM notice.

WH Smith LTIP (LTIP) – Summary of LTIP rules

Principal Terms of the WH Smith LTIP:

a. General

The LTIP permits the grant of awards to employees in the form of nil-cost options, as contingent rights to acquire ordinary shares in WH Smith PLC ('Shares' and the 'Company' respectively) or cash awards as a contingent right to payment of a cash amount (together 'Awards'). The LTIP is administered by the Remuneration Committee of the Board and Awards will be granted by the Company.

The Company will determine where the Shares required for the LTIP will be sourced. This may include by new issue and/ or market purchase with any Shares purchased in the market being held in the employee benefit trust.

The LTIP also makes provision for the award of similar cashbased awards as detailed below.

b. Eligibility

All employees of the Company's Group, including executive directors, are eligible to participate in the LTIP. The Remuneration Committee will determine which employees are granted Awards under the LTIP.

c. Nature of Awards

Awards will be granted as nil-cost options to acquire Shares or as cash awards as a contingent right to payment of a cash amount. A participant must pay an exercise price (which will be a nominal payment only in the case of a nil-cost option) in order to exercise an Award to acquire Shares.

No consideration is payable by participants on the grant of an Award.

Awards under the LTIP are not pensionable benefits and may not be transferred, assigned, charged or otherwise encumbered except that, on the death of a participant, an Award may be transmitted to the participant's personal representatives. Until a participant acquires any Shares subject to an Award, the participant has no rights to the Shares subject to an Award, including voting or dividend rights.

d. Grant of Awards

Awards will normally be granted within 42 days commencing on the day after the announcement of the Company's results for any period. However, Awards may also be granted at any other time if the Remuneration Committee determines that there are exceptional circumstances. No Award may be granted during a close period of the Company.

No Awards can be granted under the LTIP more than ten years after the LTIP was adopted by the Company.

e. Plan limits

The number of Shares which may be newly issued or transferred from treasury on any day under the LTIP must not, when added to the aggregate of the number of Shares which have been so issued or transferred in the previous ten years under the LTIP and any other employee share plan operated by the Company, exceed ten per cent of the ordinary share capital of the Company in issue at that time. Any Shares acquired by market purchase by, or for the purpose of, an employee share scheme operated by the Company will not be counted for this purpose. The use of Shares transferred from treasury may be disregarded if institutional investor guidelines are amended to permit this.

Within this ten per cent limit, not more than five per cent of the issued share capital of the Company from time to time may be used under the LTIP and any other employee share plan operated by the Company on a selective basis.

For the purposes of the limits, no account will be taken of any Shares where the right to acquire them was released or lapsed without being exercised.

f. Individual limits

The maximum market value of Shares over which Awards may be granted to an eligible employee in any year cannot exceed 350 per cent of the amount of the eligible employee's basic salary payable at the date of grant when added to the market value of Shares in respect of which options have been granted in that year under any other discretionary employees' share scheme adopted by the Company.

For these purposes, market value is taken to be the average of the middle market quotations of a Share for the three dealing days immediately preceding the date the Award is made as derived from the London Stock Exchange Daily Official List.

g. Performance conditions

The vesting of Awards will be subject to the satisfaction of performance conditions which will be determined by the Remuneration Committee and will be stated at the date of grant.

Any performance conditions to which Awards are subject may be waived or changed with Remuneration Committee consent, provided that any amended conditions are, in the opinion of the Remuneration Committee, no more and no less challenging to meet than the original conditions and will be a fairer measure of performance or that the performance target as amended will be a more effective incentive to the participant. This includes amendments to any performance condition in accordance with its terms or if anything happens which causes the Remuneration Committee reasonably to consider it appropriate to make the change.

h. Normal vesting and Holding Period

Awards will normally vest, subject to the satisfaction of the relevant performance condition, on the third anniversary of their date of grant, provided that the participant is still employed within the Group at that time. Once an Award has vested, it will normally remain exercisable until the tenth anniversary of its date of grant.

An Award may be subject to a post-vesting holding period determined by the Committee and notified to the participant at the Date of Grant of the Award during which period the participant will be restricted from exercising the Award following its Vesting Date.

The Company may determine that a participant will receive Shares instead of cash following the vesting and exercise of an Award granted as a cash award. The Shares received would be equal to the value of the cash the participant would have received.

i. Delivery of Shares

The Shares or the cash amount in respect of which an option has been exercised will be delivered to the participant as soon as practicable following the date of exercise.

j. Malus and clawback

The Remuneration Committee may apply malus and clawback to an Award where there are circumstances which would justify such action. The relevant circumstances include but are not limited to:

• (i) the Company materially misstated its financial results for any reason and that misstatement would result or resulted either directly or indirectly in an Award being granted or vesting to a greater extent than would have been the case had that misstatement not been made;
• (ii) the extent to which any performance target and/or any other condition was satisfied was based on an error, or on inaccurate or misleading information or assumptions which resulted either directly or indirectly in an Award being granted or vesting to a greater extent than would have been the case had that error not been made; and
• (iii) circumstances arose (or continued to arise) during the vesting period of an Award (or, if relevant, any applicable Holding Period) which would have warranted the summary dismissal of the participant.

The Remuneration Committee has discretion to determine the circumstances in which malus and clawback may apply and the post-vesting period of Awards during which clawback may be imposed.

k. Payment on account of dividends

Following the exercise of Awards, participants will receive further cash or Shares (at the discretion of the Remuneration Committee) equal in value (so far as possible) to any dividends paid or payable on the Shares acquired between the date of grant of the Award and the vesting date or, if applicable, the expiry of any Holding Period to which the Award is subject. Payments will be made net of any income tax and social security contributions due in respect of the exercise of the Award.

l. Leavers

If a participant dies in service or ceases employment with the Group as a result of injury, ill-health, disability, redundancy, retirement on or after contractual retirement age or because the company or business by which the participant is employed is sold or transferred out of the Group, an Award may be exercised to the extent vested within the period of 12 calendar months from the date of death or from the date of cessation of employment, or if relevant, the expiry of any applicable Holding Period.

If a participant leaves the Group for any of the above reasons during the performance period, the Award will not lapse and will remain exercisable, subject to time pro-rating for the period of employment and to the extent the relevant performance condition is satisfied, for a period of 12 months following the normal vesting date, or if relevant, the expiry of any applicable Holding Period.

Notice of WH Smith PLC Annual General Meeting – Appendix

If a participant dies during the performance period and before the vesting date of the Award, the Remuneration Committee will have discretion to allow an Award to be exercised during the period and on the terms it thinks fit in the circumstances.

If a participant leaves the Group for any other reason, an Award will lapse except that, in exceptional circumstances, the Remuneration Committee may allow an Award to be exercised to the extent it vests, within 12 months after the normal vesting date, or if relevant, the expiry of any applicable Holding Period, subject to time pro-rating for the period of employment and to the extent the relevant performance condition is satisfied.

m. Corporate events

If there is a change of control of the Company (other than in the case of an internal reorganisation), Awards will be exercisable for a period of six months after the relevant event, or in the case of a scheme of arrangement, at any time between the sanction of the compromise or arrangement by the court and the compromise or arrangement becoming effective, following which the Awards will lapse, unless the Company determines otherwise.

Alternatively, in the event of a change of control occurring as a result of consequence of a demerger, reconstruction, reorganisation or amalgamation, the Remuneration Committee may decide that Awards will not vest but will continue unaffected (save that they may be exchanged for equivalent awards over shares in an acquiring company).

If a person becomes bound or entitled to acquire Shares under Sections 979 to 982 or 983 to 985 of the CA 2006 (or would be so entitled but for the fact that there were no dissenting shareholders), an Award may be exercised at any time when that person remains so bound or entitled and will lapse at the end of the period during which the person is bound and entitled.

On a winding up of the Company, the Remuneration Committee may make provision for the exercise of Awards as it determines before the commencement of the winding-up.

Awards vesting on a corporate event will vest to the extent that the relevant performance conditions have been satisfied at that time and the number of Shares in respect of which the Award will vest will be pro-rated to take account of the proportion of the performance period that has elapsed between the date of grant of the Award and the date of the change of control or winding up (unless the Remuneration Committee determines a different basis of vesting).

n. Variation of share capital

If there is a variation of share capital including a capitalisation or rights issue, sub-division, consolidation or reduction, the number and/or type of Shares over which an Award is granted may be adjusted in the manner determined by the Remuneration Committee.

o. Rights attaching to Shares

Shares issued to satisfy Awards under the LTIP will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred on the vesting of Awards or the

exercise of an option under the LTIP, participants are entitled to all rights attaching to the Shares by reference to a record date after the transfer date, but will not be entitled to rights before that date.

p. Amendment

The Board may amend the rules of the LTIP, provided that no amendment to the advantage of participants may be made to provisions relating to:

• (A) who is eligible to be a participant under the LTIP;
• (B) the limits on the number of Shares which can be allocated under the LTIP;
• (C) the basis for determining a participant's right to acquire Shares;
• (D) the maximum entitlement for any one participant;
• (E) rights attaching to Awards and Shares; and
• (F) rights of participants in the event of a variation of capital,

without the prior approval of shareholders in general meeting, unless the amendment is minor and made to benefit the administration of the LTIP, or is made to take account of a change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment.

q. Termination

The Company may resolve to terminate the LTIP at any time. Termination of any LTIP will be without prejudice to any Awards outstanding under the LTIP at the date of its termination.

The rules of the LTIP will be available for inspection in accordance with the arrangements set out on page 7 of the AGM notice.

Notes

• 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.
• 1. Shareholders should use the Form of Proxy to make the appointment referred to in Note 1 above. Before completing the Form shareholders should read the guidance notes on the Form.
• 1. As an alternative to completing and returning the printed Form of Proxy, you may submit your proxy electronically by accessing www.investorcentre.co.uk/ eproxy. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members' individual SRN and PIN numbers are shown on the printed Form of Proxy or email notification. For further information, see the instructions printed on the Form of Proxy.
• 1. To be valid any Form of Proxy 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 (during normal business hours only) by hand at Computershare Investor Services PLC (at the address shown on the form of proxy) or at the electronic address provided on the Form of Proxy, in each case no later than 11.30am on 25 January 2016. Completion and return of a Form of Proxy, 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.
• 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. 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 & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available to CREST members via www.euroclear.com). 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 Computershare (CREST participant ID 3RA50) by 11.30am on 25 January 2016. 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 & Ireland Limited 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 service 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. The Company specifies that only those ordinary shareholders registered in the register of members of the Company as at 6.00pm on 25 January 2016 (or 6.00pm on the day that is two days before any adjourned meeting) shall be entitled to attend (either in person or by proxy) and vote at the meeting, or any adjourned meeting, in respect of the number of shares registered in their names at that time. Changes to the register of members after 6.00pm on 25 January 2016 (or 6.00pm on the day that is two days before any adjourned meeting) shall be disregarded in determining the right of any person to attend and vote at the AGM.
• 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 on any day, except Saturdays, Sundays and public holidays, and at the AGM Location on the date of the meeting for at least 15 minutes prior to and during the meeting.
• 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 him/her and the shareholder by whom he/she was 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, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. 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.
• 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. 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 auditors' 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 its 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 CA 2006, it must forward the statement to the Company's auditors 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 18 November 2015 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consists of 114,779,807 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 18 November 2015 are 114,779,807.
• 1. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) 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.

Notice of WH Smith PLC Annual General Meeting – Notes

• 1. A copy of this notice, and other information required by Section 311A of CA 2006, can be found at www.whsmithplc.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/or (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 15 December 2015, being the date six clear weeks before 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.
• 1. A copy of the proposed New Articles and a copy of the Current Articles, marked to show all the changes proposed by resolution 19 and copies of the draft rules of the LTIP and Sharesave Scheme, will be available for inspection at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD during normal business hours on any weekday (Saturdays, Sundays and public holidays are excluded) from the date of this notice until the time of the Annual General Meeting, and will also be available at the place of the Annual General Meeting from at least 15 minutes prior to the meeting and until the conclusion of the meeting.
• 1. All resolutions at the 2016 AGM will be taken on a poll vote. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each shareholder has one vote for every share held.