Press Releases

Results of EGM and Class Meeting
Capital Reorganisation for Return of Cash

23 September 2004

The Board of WH Smith PLC is pleased to announce that at the EGM and the Class Meeting of the Preference Shareholders held earlier today, the resolutions approving the disposal of Hodder Headline, the amendment to borrowing powers in the Articles of Association, the Return of Cash to Shareholders, the Management Investment Plan and the amendment to the rules of the WHSmith Sharesave Scheme 1999 were passed. Voting details from today's meeting can be found at the end of this announcement.

The disposal of Hodder Headline is expected to complete on 25 September 2004 and the implementation of the Return of Cash is expected to commence on 27 September 2004. On that date, it is expected that a total of 180,405,000 New Ordinary Shares of 2 13/81 pence each and 250,562,500 C Shares of 85 pence each will be admitted to the London Stock Exchange's Official List and will begin trading.

WHSmith also expects to dispatch share certificates for the New Ordinary Shares and C Shares to Shareholders on 27 September 2004, together with the Election Forms for Shareholders to elect how they wish to receive their cash under the C Share Alternatives. Shareholders who hold Existing Ordinary Shares in uncertificated form are expected to have their CREST securities accounts credited with New Ordinary Shares and C Shares on the same date.

The results of elections for the Return of Cash are expected to be announced on 27 October 2004 and payments to shareholders who accept either of the C Share Alternatives are expected to be dispatched on 29 October 2004.

Expected Timetable of Principal Events
Event Time
Latest time for dealings in Existing Ordinary Shares Close of business on 24 September 2004
Record Date for the Capital Reorganisation Close of business on 24 September 2004
Completion of the Disposal 25 September 2004
New Ordinary Shares and C Shares admitted to the Official List and admitted to trading on the London Stock Exchange's market for listed securities 8.00 a.m. on 27 September 2004
New Ordinary Shares and C Shares entered into CREST 8.00 a.m. on 27 September 2004
Dealings in the New Ordinary Shares and C Shares commence 27 September 2004
Dispatch of Election Forms and certificates for New Ordinary Shares and C Shares 27 September 2004
Latest time for receipt of Election Forms in relation to the C Share Alternatives 12.00 p.m. on 26 October 2004
Brokers to make Repurchase Offer by means of an announcement on a Regulatory Information Service and C Shares of Shareholders who accept the Repurchase Offer repurchased 27 October 2004
Initial C Share Dividend declared and C Shares in respect of which the Initial C Share Dividend is payable converted into Deferred Shares 27 October 2004
Dispatch of cheques in respect of C Shares purchased under the Repurchase Offer and the Initial C Share Dividend as appropriate 29 October 2004

Notes:

  1. If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement on a Regulatory Information Service.


  2. All events following completion of the Disposal are conditional upon completion of the Disposal. All events following Listing are conditional upon Listing.


  3. All definitions used in the Circular to Shareholders dated 27 August 2004 shall apply to this announcement.

Copies of the ordinary, special and extraordinary resolutions have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Telephone 020 7066 1000

All definitions used in the Circular to Shareholders dated 27 August 2004 apply to this announcement.

- Ends -

Enquiries to -
WH Smith Media Relations: Louise Evans, 020 7851 8850
WH Smith Investor Relations: Mark Boyle, 020 7851 8820
Brunswick: Louise Charlton/Tom Buchanan, 020 7404 5959

Extraordinary General Meeting - Proxy Votes
At the EGM of WH Smith PLC held today, the following levels of proxy appointments and associated voting instructions were received prior to the meeting. All of the resolutions were carried on a show of hands.

Resolution number Proxy votesfor the resolution Proxy votes against the resolution Votes Withheld
1 154,427,353 162,576 356,110
2 154,545,882 169,086 231,071
3 154,415,869 198,316 331,854
4 148,254,730 2,199,826 4,491,483
5 150,456,089 337,913 4,152,037

Notes

  1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.


  2. The proxy votes shown reflect the position as at 12.00pm on Tuesday 21 September 2004, being 48 hours before the time of the meeting and conforming to Regulation 41 of the Uncertificated Securities Regulations 2001. Voting instructions can be changed at any time prior to a poll being demanded, and a shareholder having lodged a proxy is still entitled to attend the meeting and vote their shares themselves as they see fit.

Class Meeting of the holders of the 5 3/4 per cent Cumulative Preference Shares - Proxy Votes
At the Class Meeting of WH Smith PLC held today, the following levels of proxy appointments and associated voting instructions were received prior to the meeting. The resolution was carried on a show of hands.

Resolution number Proxy votesfor the resolution Proxy votes against the resolution Votes Withheld
1 200 nil nil

Notes

  1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.


  2. The proxy votes shown reflect the position as at 12.05pm on Tuesday 21 September 2004, being 48 hours before the time of the meeting and conforming to Regulation 41 of the Uncertificated Securities Regulations 2001. Voting instructions can be changed at any time prior to a poll being demanded, and a shareholder having lodged a proxy is still entitled to attend the meeting and vote their shares themselves as they see fit.