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The Materials are for information purposes only and do not constitute an offer to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities of WH Smith plc (the "Company") in the United States or in any jurisdiction in which, or to any person to whom, such an offer or solicitation would be unlawful. The securities of the Company referred to herein and on the pages that follow (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There has been and will be no public offer of the Securities in the United States. The Securities have not been and will not be registered under the applicable securities laws of Australia, New Zealand, Canada, Japan or South Africa. Potential users of the Materials are requested to inform themselves about and to observe all applicable restrictions.

These Materials are not an offer of securities for sale in the United States and are not for publication or distribution in the United States, except to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the Securities Act. Any failure to comply with this restriction may constitute a violation of U.S. securities laws.

Certain statements contained in the Materials constitute forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "targets", "forecasts", "expects", "intends", "plans", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology; by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.

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