AGM Statement

Smith WH PLC
27 January 2005


                                                                 27 January 2005

                                  WH Smith PLC
                             Annual General Meeting
                         Proxy Votes and Board Changes

At the AGM of WH Smith PLC held today at 11.30am, 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        Proxy Votes for           Proxy Votes          Abstentions
    Number          the Resolution            Against the
                                              Resolution
         1            117,840,849                90,208                 43,777
         2             94,595,164            15,866,969              7,512,701
         3            117,957,103                 7,689                 10,042
4a                    117,826,157               126,232                 22,445
4b                    117,821,324               132,158                 21,352
4c                    117,830,242               122,438                 22,154
5a                                       WITHDRAWN
5b                    117,862,328                87,891                 24,615
         6            115,760,307               558,263              1,656,264
         7            115,965,653             1,991,174                 18,007
         8            117,842,861                93,101                 38,872
         9            117,920,809                41,658                 12,367
        10            117,869,748                81,042                 24,044
        11            117,890,383                56,416                 28,035
        12            117,877,231                58,112                 39,491

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 11.30am on Tuesday 25
January 2005, being 48 hours before the time of the meeting and conforming to
Regulation 41 of the Uncertificated Securities Regulations 2001. Voting
instruction 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.

Board Changes

As previously announced on 24 November 2004, Richard Handover retires as
Chairman of the WH Smith PLC Board and is succeeded by Robert Walker on 1
February 2005. As also announced, Walker Boyd, non-executive director of WH
Smith PLC, did not offer himself for election at today's AGM and left the Board
following the meeting.

WHSmith also announces the resignation of Andrew Rolfe, non-executive director.
Following his appointment as President of Gap Inc.'s international division, Mr
Rolfe has relocated to San Francisco and consequently has today stepped down
from the Board with immediate effect.

Richard Handover, Chairman of WH Smith PLC, commented:

'On behalf of the Board, I would like to thank both Walker and Andrew for their
contributions to the Group. They leave with our thanks and good wishes for the
future.

'For my part, following this meeting I retire from the Board after 40 years
working in the businesses of the WH Smith Group. The staff at WHSmith are
fantastic and it has been my privilege to work with them and lead the team. I
wish the Board, Kate and the management team every success in the future.'

Interim Results 2005

The Group intends to announce the interim results for the 6 months to 28
February 2005 on 21 April 2005.

                                     -Ends-


Enquiries:

WH Smith PLC
Louise Evans Media Relations 020 7514 9624
Mark Boyle Investor Relations 020 7514 9630


Brunswick 020 7404 5959

Tom Buchanan
Pam Small






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