TIDMSMWH

RNS Number : 7447R

WH Smith PLC

07 July 2022

WH SMITH PLC

7 July 2022

UPDATE ON RESPONSE TO 2022 AGM VOTING OUTCOME

In response to the voting outcome on the Directors' Remuneration Report (Resolution 2) and the Re-election of Maurice Thompson (Resolution 10) at the WH Smith PLC Annual General Meeting on 19 January 2022, the following provides an update to the statement made after the vote.

Resolution 2 - Advisory Vote on Directors' remuneration report

While Resolution 2 to approve the Directors' Remuneration Report was passed, we acknowledge that a significant minority of shareholders chose not to support this resolution. Prior to the AGM the Remuneration Committee consulted extensively with shareholders and we note that the Company's new Remuneration Policy was approved at the AGM with a good level of support. Following the AGM, Marion Sears, the new Remuneration Committee Chair, wrote to our largest shareholders in order to understand the reasons for their vote and to offer further engagement. The Remuneration Committee will continue to consult with shareholders, as appropriate, in respect of the Company's ongoing remuneration practices.

Resolution 10 - Re-election of Maurice Thompson as a director of the Company

While Resolution 10 to approve the Re-election of Maurice Thompson as a director of the Company was passed, we acknowledge that a minority of shareholders chose not to support this resolution. Following the AGM, the Chairman wrote to our largest shareholders in order to better understand their views and the reasons for their vote. The Board believes that Maurice continues to be an effective and independent non-executive director.

An update on these matters will be included in the 2022 Annual Report.

I Houghton

Company Secretary

Enquiries:

WH Smith PLC

   Mark Boyle                 Investor Relations       07879 897687 
   Nicola Hillman            Media Relations         01793 563354 

Brunswick

   Tim Danaher                                                   020 7404 5959 

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July 07, 2022 10:43 ET (14:43 GMT)

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