WH Smith : AGM Notice of Meeting 2023

WH Smith PLC

Notice of WH Smith PLC Annual General Meeting

Herbert Smith Freehills LLP

Exchange House, Primrose Street, London EC2A 2EG on Wednesday 18 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 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

WH Smith PLC Notice of Annual General Meeting 2023

Notice of WH Smith PLC Annual General Meeting

WH Smith PLC Notice of Annual General Meeting 2023

Notice of WH Smith PLC Annual General Meeting

Dear Shareholder

I have pleasure in sending you the Notice of our Annual General Meeting ('AGM') for shareholders which will be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on Wednesday 18 January 2023 at 11.30am. The formal Notice of Annual General Meeting is set out on pages 3 and 4 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 16 January 2023.

Final dividend

Shareholders are being asked to approve a final dividend of 9.1p per ordinary share for the year ended 31 August 2022. If approved, the dividend will be paid on 26 January 2023 to shareholders on the register at the close of business on 6 January 2023.

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.

Notice of publication of annual report

The WH Smith PLC Annual report 2022 has been published on the Company's website www.whsmithplc.co.uk. It can be accessed at https://www.whsmithplc.co.uk/investors/results-reports-and-presentations/annual-reportsor by going to the Company's home page, clicking on the Investors section of the website, then clicking on Results, Reports and Presentations and then clicking on Annual Reports. If you have elected to receive shareholder correspondence in hard copy, then the Annual report will accompany this Notice of Annual General 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 each of the resolutions being proposed at the AGM appear on pages 5 to 8 of this document.

Board succession planning

As set out in the Annual report, Board and senior executive succession planning has been carefully considered by the Board and Nominations Committee this year.

In February 2022, we welcomed Marion Sears onto the Board. With her extensive financial and retail expertise, Marion is a valuable member of the Board and Chair of the Remuneration Committee.

On 8 June 2022 we announced the appointment of Annette Court as a non-executive director and Chair Designate. Annette joined the Board on 1 September 2022 and will succeed me as Chair on 1 December 2022. Annette brings a wealth of experience from her Board appointments and has a strong background in financial services and technology.

Further details on Board succession planning can be found on page 66 of the 2022 Annual report.

Marion and Annette will be standing for election at the AGM for the first time this year, and you will have the opportunity to meet Marion and Annette there.

This will be my last letter to you as Chairman and I wish Annette every success as she joins the Company at a very exciting time as we recover following the pandemic.

Recommendation

The Board considers that each of the proposals detailed in this Notice of Annual General 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

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WH Smith PLC Notice of Annual General Meeting 2023

Notice of WH Smith PLC Annual General Meeting

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WH Smith PLC Notice of Annual General Meeting 2023

Notice of WH Smith PLC Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of WH Smith PLC (the 'Company') will be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on Wednesday 18 January 2023 at 11.30am to consider and, if thought fit, to pass Resolutions 1 to 15 inclusive as ordinary resolutions and Resolutions 16 to 19 inclusive as special resolutions.

Report and accounts

Resolution 1: to receive the reports and accounts of the directors and auditors for the year ended 31 August 2022.

Remuneration report

Resolution 2: to approve the directors' remuneration report for the year ended 31 August 2022, as set out on pages 83 to 104 of the 2022 Annual report.

Final dividend

Resolution 3: to declare a final dividend of 9.1p per share, to be paid on 26 January 2023 to shareholders on the register at the close of business on 6 January 2023.

Directors

Resolution 4: to re-elect Kal Atwal as a director of the Company.

Resolution 5: to elect Annette Court as a director of the Company.

Resolution 6: to re-elect Carl Cowling as a director of the Company.

Resolution 7: to re-elect Nicky Dulieu as a director of the Company.

Resolution 8: to re-elect Simon Emeny as a director of the Company.

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

Resolution 10: to elect Marion Sears as a director of the Company.

Resolution 11: to re-elect Maurice Thompson as a director of the Company.

Auditors

Resolution 12: 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 13: to authorise the Audit Committee of the Board to determine the Auditors' remuneration.

Authority to make political donations

Resolution 14: 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:

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

1. 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 29 February 2024, 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.

Authority to allot shares

Resolution 15: to resolve that:

1. in accordance with Article 7 of the Company's Articles of Association, 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:
2. 1. up to an aggregate nominal amount of £9,638,212; and
   2. up to a further aggregate nominal amount of £9,638,212 provided that they comprise equity securities (as defined in Article 8 of the Company's Articles of Association) and they are offered in connection with an offer by way of a rights issue (as defined in Article 8 of the Company's Articles of Association) by means of a renounceable letter (or other negotiable document or rights) which may be traded for a period before payment for the securities is due to holders of ordinary shares on such record date as the directors may determine; and
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.

General disapplication of pre-emption rights

Resolution 16: to resolve that, if Resolution 15 above is passed:

1. in accordance with Article 8 of the Company's Articles of Association, the directors be given power to allot equity securities (as defined in Article 8 of the Company's Articles of Association) for cash;
2. the power under paragraph (a) above shall be limited to:
3. 1. the allotment of equity securities in connection with an offer of securities in connection with a rights issue (as defined in Article 8 of the Company's Articles of Association); and
   2. the allotment of equity securities to any person or persons (other than in connection with a rights issue, as defined in Article 8 of the Company's Articles of Association) having a nominal amount not exceeding in aggregate £1,445,876; and
4. 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.

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