WH Smith PLC

Proxy Solicitation & Information Statement • Dec 24, 2025

Attendance Card

If you plan to attend the Annual General Meeting, to be held at Herbert Smith Freehills Kramer LLP, Exchange House, Primrose Street, London EC2A 2EG at 9.30am on Monday 2 February 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 9.30am. Please arrive no later than 9.20am 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 – Annual General Meeting to be held at 9.30am on Monday 2 February 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: 921079 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 9.30am on Thursday 29 January 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 AGM 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 9.30am on Thursday 29 January 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.
• 1. 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).
• 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 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.
• 1. 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.
• 1. 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.
• 1. 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.
• 1. 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 9.30am on Thursday 29 January 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)).
• 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 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.
• 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 8.00pm 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.
• 1. 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

Poll card AGM venue map

Signature

In the case of a corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

To be completed only at the AGM

To be completed only at the rich			Vote
Resolution	For	Against	Withheld
1. To receive the reports and accounts of the directors and auditors for the year ended 31 August 2025
2. To approve the directors' remuneration report for the year ended 31 August 2025
3. To declare a final dividend of 6p per share
4. To re-elect Colette Burke
5. To re-elect Annette Court
6. To re-elect Simon Emeny
7. To elect Andrew Harrison
8. To re-elect Max Izzard
9. To re-elect Situl Jobanputra
10. To re-elect Helen Rose
11. To re-appoint PricewaterhouseCoopers LLP as auditors
12. To authorise the Audit Committee of the Board to determine the auditors' remuneration
13. Authority to make political donations
14. To approve the rules of the WH Smith LTIP
15. To approve the rules of the WH Smith Sharesave Scheme
16. Authority to allot shares
17. Authority to disapply pre-emption rights up to 10 per cent and for follow-on offers †
18. Authority to disapply pre-emption rights up to a further 10 per cent for acquisitions or specified capital investments and for follow-on offers†
19. Authority to make market purchases of ordinary shares †
20. Authority to call general meetings (other than the AGM) on 14 clear days' notice †

WH Smith PLC Form o	f Proxv
Before completing this form, please read the glowe, the undersigned, being (a) member(s) of N	guidance notes overleaf.	oint the Chair of the Meeting or	_
Name of proxy		Number of shares*
as my/our proxy, to exercise all or any of my/ou be held at 9.30am on Monday 2 February 2026		nd vote on my/our behalf at the Annual General Meeting ereof.	g of the Company to
given, my/our proxy will vote or abstain from voin relation to any other matter which is put before	iting at their discretion and ore the meeting.	indicated by marking the appropriate box with an "X". I I/we authorise my/our proxy to vote or abstain from vo	f no indication is ting as they think fit
Please tick this box if this proxy appointment in Please indicate your vote by marking the appr			he guidance notes overleaf.
Resolution	Vote For Against Withheld	Resolution	Vote For Against Withheld
To receive the reports and accounts of the directors and auditors for the year ended 31 August 2025		11. To re-appoint PricewaterhouseCoopers LLP as auditors
To approve the directors' remuneration rep for the year ended 31 August 2025	ort	12. To authorise the Audit Committee of the Board to determine the auditors' remuneration
3. To declare a final dividend of 6p per share		13. Authority to make political donations
4. To re-elect Colette Burke		14. To approve the rules of the WH Smith LTIP 15. To approve the rules of the WH Smith
5. To re-elect Annette Court		Sharesave Scheme	$\sqcup \sqcup \sqcup$
6. To re-elect Simon Emeny		16. Authority to allot shares
7. To elect Andrew Harrison		17. Authority to disapply pre-emption rights up to 10 per cent and for follow-on offers†
8. To re-elect Max Izzard		Authority to disapply pre-emption rights up to a further 10 per cent for acquisitions or specified capital investments and for follow-on offers†
9. To re-elect Situl Jobanputra		19. Authority to make market purchases of ordinary shares †
10. To re-elect Helen Rose		20. Authority to call general meetings (other than the AGM) on 14 clear days' notice †
		† Special resolution
Please mark this box if signing on behalf of the	shareholder as power of a	ttorney, receiver or third party
To be valid, this Form of Proxy must be receive The Pavilions, Bridgwater Road, Bristol BS99
Signature		Date
_	7	EXT2920 WHS

^†Special resolution