Retail Offer

• There is a minimum subscription of £250 per investor in the Retail Offer;
• No commission will be charged by RetailBook on applications to the Retail Offer;
• More information on RetailBook's partner network and how investors can participate in the Retail Offer can be found here: https://app.retailbook.com/offers/wh-smith-plc; and

The Retail Offer

WH Smith PLC (LON:SMWH), is pleased to announce a conditional retail offer of new ordinary shares in the capital of the Company ("Ordinary Shares") via RetailBook (the "Retail Offer"). The Company is also conducting a placing of new Ordinary Shares to institutional investors by way of an accelerated bookbuilding process (the "Placing"), and a subscription by certain directors and members of management of the Company (the "Subscription", and together with the Placing and the Retail Offer, the "Capital Raise") as announced by the Company earlier today. For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription.

The issue price of the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing and the Subscription will be determined following the close of the bookbuilding process.

The Retail Offer is conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing being admitted to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") ("Admission"). Admission is expected to take place at 8:00 a.m. on 12 June 2026.

The Retail Offer will not be completed without the Placing also being completed.

The Board believes the Capital Raise is in the best interests of shareholders and that raising equity is a prudent and proactive step which will strengthen the balance sheet, enable continued execution of the Group's growth and transformation agenda, provide greater confidence around the Group's leverage position, and reduce the Group's reliance on debt funding as it executes its long-term growth strategy.

WHSmith has separately announced today a trading update which should be read in conjunction with this announcement.

Reason for the Retail Offer

The Company values its retail shareholder base and believes that it is in the best interests of shareholders as well as wider stakeholders to provide retail and other interested investors the opportunity to participate in the Retail Offer in line with the Pre-Emption Group Statement of Principles.

The Retail Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The Retail Offer is expected to close at the same time as the Placing on 10 June 2026 and may close earlier at the discretion of the Company.

Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. More information on RetailBook's partner network can be found: https://app.retailbook.com/offers/wh-smith-plc.

Eligibility for the Retail Offer

Some partners may only accept applications from existing shareholders and/or existing customers.

There is a minimum subscription of £250 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the Retail Offer.

Investors should also note that the Retail Offer will remain open alongside a live share price and the market price of the Ordinary Shares may be less than the issue price.