Result of AGM

Smith WH PLC
1 February 2002

                         THE COMPANIES ACT 1985
 
                        COMPANY LIMITED BY SHARES 

                               RESOLUTIONS 

                                   OF 

                              WH SMITH PLC

At the Annual General Meeting of the Company duly convened and held at:

The Brewery, Chiswell Street, London EC1Y 4SD 

On 30 January 2002

The following SPECIAL RESOLUTIONS were duly passed:-

Resolution 5: to resolve that:

The Company be and is hereby generally and unconditionally authorised pursuant
to Article 42 of the Company's Articles of Association and section 166 of the
Companies Act 1985 (as amended) (the 'Act') to make market purchases (within the
meaning of section 163(3) of the Act) of Ordinary Shares of 55 5/9p each
('Ordinary Shares') in the capital of the Company provided that:

a) the maximum aggregate number of shares hereby authorised to be purchased is
25 million representing approximately 10 per cent of the issued Ordinary Shares
in the capital of the Company;

b) the minimum price that may be paid for each Ordinary Share is the nominal
amount paid up or deemed paid up on each Ordinary Share (exclusive of expenses);

c) the maximum price which may be paid for any Ordinary Share is an amount
(exclusive of all expenses) equal to 105 per cent of the average middle market
quotations for an Ordinary Share as derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the day on which
the Ordinary Share is contracted to be purchased; and

d) the authority hereby conferred shall expire at the conclusion of the next
Annual General Meeting of the Company or 29 April 2003, whichever is the
earlier, unless and to the extent that such authority is renewed or extended
prior to that time (except in relation to the purchase of Ordinary Shares by the
Company, the contract for which was concluded before such date and which is
executed wholly or partly after such date).

Resolution 6: to resolve that:

a) the directors are hereby empowered to allot equity securities wholly for cash
pursuant to any authority for the time being in force under section 80 of the
Companies Act 1985 (as amended) (the 'Act'):

i) in connection with a rights issue; and

ii) otherwise than in connection with a rights issue, up to an aggregate nominal
amount of £7 million representing approximately 5 per cent of the issued share
capital of the Company;

as if section 89(1) of the Act did not apply to such allotment.


b) such power shall expire at the conclusion of the next Annual General Meeting
of the Company or on 29 April 2003, whichever is the earlier, and shall be in
substitution for all previous disapplications of section 89 of the Act, which
shall cease to have effect, without prejudice to any allotment of securities
pursuant thereto;

c) by such power the directors may make offers or agreements which would or
might require equity securities to be allotted after the expiry of such period;
and

d) for the purposes of this resolution:

i) 'rights issue' means an offer of equity securities open for acceptance for a
period fixed by the directors to holders of equity securities on the register on
a fixed record date in proportion to their respective holdings of such
securities or in accordance with the rights attaching thereto (for which purpose
holdings in certificated and uncertificated form may be treated as separate
holdings) but subject to such exclusions or other arrangements as the directors
may deem necessary or expedient in relation to fractional entitlements or legal
or practical problems under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory;

ii) the nominal amount of any securities shall be taken to be, in the case of
rights to subscribe for or convert any securities into shares in the capital of
the Company, the nominal amount of such shares which may be allotted pursuant to
such rights; and

iii) words and expressions defined in or for the purposes of Part IV of the Act
shall bear the same meanings herein.  

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