Result of EGM

Smith WH PLC
23 September 2004


                                                             23 September 2004

                            WH Smith PLC ('WHSmith')

                        Results of EGM and Class Meeting
                   Capital Reorganisation for Return of Cash

The Board of WH Smith PLC is pleased to announce that at the EGM and the Class
Meeting of the Preference Shareholders held earlier today, the resolutions
approving the disposal of Hodder Headline, the amendment to borrowing powers in
the Articles of Association, the Return of Cash to Shareholders, the Management
Investment Plan and the amendment to the rules of the WHSmith Sharesave Scheme
1999 were passed. Voting details from today's meeting can be found at the end of
this announcement.

The disposal of Hodder Headline is expected to complete on 25 September 2004 and
the implementation of the Return of Cash is expected to commence on 27 September
2004. On that date, it is expected that a total of 180,405,000 New Ordinary
Shares of 2 13/81 pence each and 250,562,500 C Shares of 85 pence each will be
admitted to the London Stock Exchange's Official List and will begin trading.

WHSmith also expects to dispatch share certificates for the New Ordinary Shares
and C Shares to Shareholders on 27 September 2004, together with the Election
Forms for Shareholders to elect how they wish to receive their cash under the C
Share Alternatives. Shareholders who hold Existing Ordinary Shares in
uncertificated form are expected to have their CREST securities accounts
credited with New Ordinary Shares and C Shares on the same date.

The results of elections for the Return of Cash are expected to be announced on
27 October 2004 and payments to shareholders who accept either of the C Share
Alternatives are expected to be dispatched on 29 October 2004.


Expected Timetable of Principal Events

    +-----------------------------------------+---------------------------+
    |Latest time for dealings in Existing     |    Close of business on 24|
    |Ordinary Shares                          |             September 2004|
    +-----------------------------------------+---------------------------+
    |Record Date for the Capital              |    Close of business on 24|
    |Reorganisation                           |             September 2004|
    +-----------------------------------------+---------------------------+
    |Completion of the Disposal               |          25 September 2004|
    +-----------------------------------------+---------------------------+
    |New Ordinary Shares and C Shares admitted|  8.00 a.m. on 27 September|
    |to the Official List and admitted to     |                       2004|
    |trading on the London Stock Exchange's   |                           |
    |market for listed securities             |                           |
    +-----------------------------------------+---------------------------+
    |New Ordinary Shares and C Shares entered |  8.00 a.m. on 27 September|
    |into CREST                               |                       2004|
    +-----------------------------------------+---------------------------+
    |Dealings in the New Ordinary Shares and C|          27 September 2004|
    |Shares commence                          |                           |
    +-----------------------------------------+---------------------------+
    |Dispatch of Election Forms and           |          27 September 2004|
    |certificates for New Ordinary Shares and |                           |
    |C Shares                                 |                           |
    +-----------------------------------------+---------------------------+
    |Latest time for receipt of Election Forms|   12.00 p.m. on 26 October|
    |in relation to the C Share Alternatives  |                       2004|
    +-----------------------------------------+---------------------------+
    |Brokers to make Repurchase Offer by means|            27 October 2004|
    |of an announcement on a Regulatory       |                           |
    |Information Service and C Shares of      |                           |
    |Shareholders who accept the Repurchase   |                           |
    |Offer repurchased                        |                           |
    +-----------------------------------------+---------------------------+
    |Initial C Share Dividend declared and C  |            27 October 2004|
    |Shares in respect of which the Initial C |                           |
    |Share Dividend is payable converted into |                           |
    |Deferred Shares                          |                           |
    +-----------------------------------------+---------------------------+
    |Dispatch of cheques in respect of C      |            29 October 2004|
    |Shares purchased under the Repurchase    |                           |
    |Offer and the Initial C Share Dividend as|                           |
    |appropriate                              |                           |
    +-----------------------------------------+---------------------------+

Notes:
(1) If any of the above times or dates should change, the revised
times and/or dates will be notified to Shareholders by an announcement on a
Regulatory Information Service.

(2) All events following completion of the Disposal are conditional
upon completion of the Disposal. All events following Listing are conditional
upon Listing.

(3) All definitions used in the Circular to Shareholders dated 27
August 2004 shall apply to this announcement.

Copies of the ordinary, special and extraordinary resolutions have been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at:

The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS

Tel: [phone]

All definitions used in the Circular to Shareholders dated 27 August 2004 apply
to this announcement.

                                    - ENDS -
Enquiries:

WH Smith PLC
Mark Boyle     Investor Relations                         [phone]
Louise Evans   Media Relations                            [phone]

Brunswick                                                 [phone]
Louise Charlton
Tom Buchanan

Extraordinary General Meeting - Proxy Votes

At the EGM of WH Smith PLC held today, 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 number|      Proxy votes|         Proxy votes|Votes withheld|
   |                 |          for the|         against the|              |
   |                 |       resolution|          resolution|              |
   +-----------------+-----------------+--------------------+--------------+
   |1                |      154,427,353|             162,576|       356,110|
   +-----------------+-----------------+--------------------+--------------+
   |2                |      154,545,882|             169,086|       231,071|
   +-----------------+-----------------+--------------------+--------------+
   |3                |      154,415,869|             198,316|       331,854|
   +-----------------+-----------------+--------------------+--------------+
   |4                |      148,254,730|           2,199,826|     4,491,483|
   +-----------------+-----------------+--------------------+--------------+
   |5                |      150,456,089|             337,913|     4,152,037|
   +-----------------+-----------------+--------------------+--------------+

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 12.00pm on Tuesday 21
September 2004, being 48 hours before the time of the meeting and conforming to
Regulation 41 of the Uncertificated Securities Regulations 2001. Voting
instructions 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.

Class Meeting of the holders of the 5 3/4 per cent Cumulative Preference Shares
- Proxy Votes

At the Class Meeting of WH Smith PLC held today, the following levels of proxy
appointments and associated voting instructions were received prior to the
meeting. The resolution was carried on a show of hands.

   +-----------------+-----------------+--------------------+--------------+
   |Resolution number|      Proxy votes|         Proxy votes|Votes withheld|
   |                 |          for the|         against the|              |
   |                 |       resolution|          resolution|              |
   +-----------------+-----------------+--------------------+--------------+
   |1                |              200|                 nil|           nil|
   +-----------------+-----------------+--------------------+--------------+

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 12.05pm on Tuesday 21
September 2004, being 48 hours before the time of the meeting and conforming to
Regulation 41 of the Uncertificated Securities Regulations 2001. Voting
instructions 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.






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