WH Smith PLC — AGM Information 2016

Jan 28, 2016

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No: 5202036

WH SMITH PLC

At the Annual General Meeting of the Company duly convened and held at:

Allen & Overy LLP, One Bishops Square, London E1 6AD

on 27 January 2016

The following RESOLUTIONS were duly passed:-

ORDINARY RESOLUTIONS

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.

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.

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.

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).

SPECIAL RESOLUTIONS

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.

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 22 6/67p (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 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.

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.

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.

I Houghton

Company Secretary

27 January 2016

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