Result of AGM

Smith WH PLC
31 January 2003

                            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 Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED 

On 29 January 2003

The following SPECIAL RESOLUTIONS were duly passed:-

Resolutions 8: to resolve that:

subject to the passing of Resolution 7, the directors be granted power pursuant 
to Section 95(2) of the Act to allot equity securities (within the meaning of 
Section 94(2) of the Act) for cash pursuant to the general authority conferred 
by Resolution 7 as if Section 89(1) of the Act did not apply to such allotment, 
provided that the power conferred by this Resolution:

a)   is limited to:

i)   the allotment of equity securities in connection with a rights issue in 
     favour of ordinary shareholders where the equity securities are offered to 
     the ordinary shareholders in the proportions (as nearly as may be) in which 
     they hold ordinary shares 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 arising under the 
     laws or requirements of any regulatory body or any stock exchange or 
     otherwise in any territory; and

ii)  the allotment of equity securities for cash otherwise than pursuant to 
     paragraph (i) up to an aggregate nominal amount of £6,941,525;

b)   will expire at the conclusion of the next Annual General Meeting of the 
     Company or on 29 April 2004, whichever is the earlier save that the Company 
     may before such expiry make an offer or agreement which would or might 
     require equity securities to be allotted after such expiry and the 
     directors may allot such equity securities in pursuance of such offer or 
     agreement as if the power hereby conferred had not expired.


Resolution 9: to resolve that:

in accordance with Article 42 of the Company's Articles of Association and
Section 166 of the Act, the Company be generally and unconditionally authorised
to make market purchases (within the meaning of Section 163(3) of the Act) of
any of its own ordinary shares in such manner and on such terms as the directors
may from time to time determine provided that:

a) the maximum aggregate number of ordinary shares authorised to be purchased is
   24,989,491;

b) the minimum price which may be paid for each ordinary share is 55 5/9p
   (exclusive of all expenses);

c) the maximum price which may be paid for each ordinary share is an amount
   (exclusive of all expenses) equal to 105 per cent of the average of the 
   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 shall, unless previously varied, revoked or renewed, expire at
   the conclusion of the next Annual General Meeting of the Company or on 29 
   April 2004, whichever is the earlier save that the Company shall be entitled 
   under such authority to make at any time before such expiry any contract to 
   purchase its own shares which will or might be executed wholly or partly 
   after such expiry. 


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