WH Smith PLC — Proxy Solicitation & Information Statement 2026

Feb 12, 2026

WHSmith

Attendance Card

If you plan to attend the General Meeting, to be held at Herbert Smith Freehills Kramer LLP, Exchange House, Primrose Street, London EC2A 2EG at 9.00 am on Thursday 12 March 2026, please bring this card with you and present it at the registrars' desk on arrival. There is a venue map overleaf.

Time

The meeting will start at 9.00 am. Please arrive no later than 8.50 am for registration.

Refreshments

Please note that coffee and tea will be served before the meeting.

Shareholder Reference Number

Please detach this portion before posting this proxy form

Form of Proxy – General Meeting to be held at 9.00 am on Thursday 12 March 2026

Cast your proxy online at www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, SRN and PIN printed below.

Control Number: 921255

SRN:

PIN:

To be effective, all proxy appointments must be lodged with the Company's registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 9.00 am on Tuesday 10 March 2026.

Guidance notes for completion of Form of Proxy and electronic proxy voting

1. Shareholders are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the General Meeting on their behalf. If you wish to appoint a proxy please complete the Form of Proxy overleaf 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, Computershare, so as to be received no later than 9.00 am on Tuesday 10 March 2026 (or if the meeting is adjourned, no later than 48 hours before the adjourned meeting (excluding any part of a day that is not a working day)). 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.

2. You can appoint the Chair of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chair, cross out the words 'the Chair of the Meeting or' on the Form of Proxy and insert the name of your proxy in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

3. 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 Form of Proxy. Additional Forms of Proxy may be obtained by contacting Computershare on 0371 495 0100, or you may photocopy this form. Please indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope.

4. You can instruct your proxy how to vote on each resolution 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 Form of Proxy how your proxy should vote, they can exercise their discretion as to whether, and if so how, they vote on each resolution, as they will do in respect of any other business which may properly come before the meeting.

5. You must sign and date the Form of Proxy in the boxes provided. In the case of joint shareholders, only one need sign the Form of Proxy. If more than one shareholder votes, 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 Form of Proxy 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 Form of Proxy.

6. A corporation should execute the Form of Proxy under its common seal or have it signed by an agent or officer authorised for that purpose or an attorney whose power of attorney or other authority should be returned with the Form of Proxy.

7. Alternatively, you can register the appointment of a proxy electronically by logging on to the website www.investorcentre.co.uk/eproxy, where full details of the procedure are given. You will need to have your Form of Proxy to hand when you log on as it has information required in the process. Electronic proxy voting instructions must be received no later than 9.00 am on Tuesday 10 March 2026 (or if the meeting is adjourned, no later than 48 hours before the adjourned meeting (excluding any part of a day that is not a working day)).

8. 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 3RA50) not later than 48 hours before the time appointed for holding the meeting (excluding any part of a day that is not a working day). 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.

9. To be entitled to attend and vote at the General Meeting (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 8.00 pm on the day that is two 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.

10. Any alterations made in this Form of Proxy should be initialled.

Kindly note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instruction that does not comply with these conditions.

All named holders

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Poll card

General Meeting venue map

Signature

In the case of a corporation, a letter of representation will be required (in accordance with 5323 of the Companies Act 2006) unless this has already been lodged at registration.

To be completed only at the General Meeting

Resolution	For	Against	Vote Withheld
1. Subject to and conditional on Resolution 2 being passed, to elect Leo Quinn as a director with effect from 7 April 2026	☐	☐	☐
2. Subject to and conditional on Resolution 1 being passed, to approve the deed of grant of a one-off share option to Leo Quinn	☐	☐	☐

WH Smith PLC Form of Proxy

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

I/we, the undersigned, being (a) member(s) of WH Smith PLC, hereby appoint the Chair of the Meeting or

Name of proxy
Number of shares*
as my/our proxy, to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the General Meeting of the Company to be held at 9.00 am on Thursday 12 March 2026 and at any adjournment thereof.

I/we direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an "X". If no indication is given, my/our proxy will vote or abstain from voting at their discretion and I/we authorise my/our proxy to vote or abstain from voting as they think fit in relation to any other matter which is put before the meeting.

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

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

*Please refer to notes 1 and 3 of the guidance notes overleaf.

Resolution	For	Against	Vote Withheld
1. Subject to and conditional on Resolution 2 being passed, to elect Leo Quinn as a director with effect from 7 April 2026	☐	☐	☐
2. Subject to and conditional on Resolution 1 being passed, to approve the deed of grant of a one-off share option to Leo Quinn	☐	☐	☐

Resolutions 1 and 2 will be proposed as ordinary resolutions.

Please mark this box if signing on behalf of the shareholder as power of attorney, receiver or third party ☐

To be valid, this Form of Proxy must be received by the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by not later than 9.00 am on Tuesday 10 March 2026.

Signature
Date

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EXT3066
WHS
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