Smiths News : Notice of Meeting

Notice of Annual

General Meeting

Rowan House, Cherry Orchard North

Kembrey Park, Swindon, Wiltshire SN2 8UH

on Tuesday 24 January 2023 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 of your shares in Smiths News plc (the 'Company') you should pass this notice and other enclosures to the person through whom the sale or transfer was made for onward transmission to the purchaser or transferee.

Smiths News plc

Company Number: 05195191

Registered in England and Wales

Registered Office: Rowan House, Cherry Orchard North,

Kembrey Park, Swindon, Wiltshire SN2 8UH

VAT Registration Number: 882348007

02	Smiths News plc
Notice of Annual General Meeting 2023

Chairman's Letter

Dear Shareholder

2023 Annual General Meeting

I have pleasure in sending you the Notice of our Annual General Meeting ('AGM') for shareholders, which will be held at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH ('AGM Location') on Tuesday 24 January 2023 at 11.30am. The formal Notice of Annual General Meeting is set out on pages 3 to 5 of this document.

The AGM is an important opportunity for all shareholders to express their views by raising questions and voting. If you are intending to come to the meeting please detach the Attendance Card from the enclosed Proxy Form and bring it with you. I recommend that you arrive by 11.15am to enable the registration formalities to be carried out and to ensure a prompt start at 11.30am.

If you would like to vote on the resolutions but cannot come to the AGM, please submit your votes by proxy using one of the following methods:

• Electronically usingwww.sharevote.co.uk;
• By submitting a paper proxy form;
• CREST members may use the CREST electronic proxy appointment service; or
• Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform - please go towww.proxymity.io

The Registrars must receive your proxy appointment by 11.30am on Friday 20 January 2023. Further details about proxy appointments can be found in the Notes for Shareholders on pages 10 and 11.

Explanatory Notes to the Proposed Resolutions

Explanatory notes to the proposed resolutions are set out on pages 6 to 9 of this document.

Notes for Shareholders

Explanatory notes as to the proxy, voting and attendance procedures at the AGM together with other important information are set out on pages 10 and 11 of this document.

Website

Our corporate website www.smithsnews.co.uk is the principal means of communicating with shareholders. The site provides a wide range of information about the Company, including annual reports, regulatory news releases, share price data, financial calendar and a Shareholder Centre containing AGM and other useful shareholder information.

Notice of publication of Annual Report

Notice is hereby given that the Smiths News plc Annual Report and Accounts 2022 has been published on the Company's website www.smithsnews.co.uk. It can be accessed by going to the Company's home page and then clicking on the Investor Zone section of the website. If you have elected to receive shareholder correspondence in hard copy, 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, Equiniti, on 0371 384 2771* or from outside the UK [phone].

Recommendation

The Board considers that the resolutions detailed in this Notice of Meeting will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 1,185,650 shares, representing approximately 0.48% of the existing issued ordinary share capital of the Company.

Yours faithfully

David Blackwood

Chairman

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

Smiths News plc	03
Notice of Annual General Meeting 2023

Notice of Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting of Smiths News plc will be held at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH on Tuesday 24 January 2023 at 11.30am for the following purposes:

To consider, and if thought fit, pass the resolutions set out below. Resolutions 15 to 17 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

Ordinary resolutions

Annual Report and Accounts

Resolution 1: to receive the accounts and reports of the directors and auditor for the 52 week period ended 27 August 2022.

Directors' Remuneration Report

Resolution 2: to approve the Directors' Remuneration report set out on pages 94 to 118 of the Annual Report and Accounts for the 52 week period ended 27 August 2022.

Directors' Remuneration Policy

Resolution 3: to approve the Directors' Remuneration policy set out on pages 98 to 105 of the directors' remuneration report contained within the Annual Report and Accounts for the year ended 27 August 2022, such remuneration policy to take effect from the date on which this resolution is passed.

Final Dividend

Resolution 4: to declare a final dividend of 2.75p per share for the 52 week period ended 27 August 2022, as recommended by the directors.

Election and re-election of directors

Resolution 5: to re-elect David Blackwood as a director of the Company.

Resolution 6: to re-elect Jonathan Bunting as a director of the Company.

Resolution 7: to re-elect Denise Collis as a director of the Company.

Resolution 8: to re-elect Michael Holt as a director of the Company.

Resolution 9: to re-elect Mark Whiteling as a director of the Company.

Resolution 10: to re-elect Paul Baker as a director of the Company.

Appointment of auditor

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

Remuneration of auditor

Resolution 12: to authorise the Audit Committee of the Board to determine the remuneration of the auditor of the Company on behalf of the Board.

Authority to make political donations

Resolution 13: to resolve that, in accordance with Sections 366 and 367 of the Companies Act 2006, the Company and any UK registered company which is or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be and are hereby authorised to:

1. make political donations to political parties or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. 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 or, if earlier, 29 February 2024.

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.

04	Smiths News plc
Notice of Annual General Meeting 2023

Notice of Annual General Meeting continued

Authority to allot shares

Resolution 14: to resolve that:

1. the directors be authorised to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. in accordance with Article 7 of the Company's Articles of Association, up to a maximum nominal amount of £4,127,653 (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 £4,127,653); and
   2. comprising equity securities (as defined in Article 8 of the Company's Articles of Association), up to a maximum nominal amount of £8,255,306 (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);
3. 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 29 February 2024 (save that the Company shall be entitled under such authority, pursuant to Section 551(7) of the Companies Act 2006, to make any offer or agreement prior to expiry of such authority which would or might require shares to be allotted or rights to be granted on or after such expiry); and
4. 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

Partial disapplication of statutory pre-emption rights

Resolution 15: to resolve that if resolution 14 is passed, the Board be authorised to allot equity securities (as defined in Article 8 of the Company's Articles of Association) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section

561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited to:

1. allotments for rights issues and other pre-emptive issues; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £619,148,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 29 February 2024) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Smiths News plc	05
Notice of Annual General Meeting 2023

Market purchases of ordinary shares

Resolution 16: 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:

1. the maximum aggregate number of ordinary shares authorised to be purchased is 24,765,920;
2. the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses);
3. the maximum price which may be paid for each ordinary share is an amount (exclusive of all expenses) equal to the higher of:
4. 1. an amount equal to 105% of the average of the middle market quotations for an ordinary share in the capital of the Company 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 contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid for an ordinary share in the capital of the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out;
5. 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, if earlier, at the close of business on 29 February 2024, 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
6. 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.

Notice of General Meetings

Resolution 17: to resolve that a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.

By order of the Board

Stuart Marriner

Company Secretary

8 December 2022

Registered Office:

Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH

(Registered in England and Wales. Company No: 05195191)