THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

WMS Industries Inc. (WMS)

10/27/2005 Proxy Information

Relationship with Midway

Midway was formerly a wholly-owned subsidiary of ours until Midway’s initial public offering in 1996, after which we continued to own 86.8% of Midway’s common stock. In 1998, we distributed all of our remaining Midway stock to our stockholders, and we have not owned any Midway common stock since then. Two of our directors are also directors of Midway: Messrs. Bartholomay and Sheinfeld. The remaining material agreements between Midway and us were terminated during fiscal 2005 and are described below:

Tax Separation Agreement. Until the Midway spinoff, Midway had been a member of the consolidated group of corporations of which WMS was the common parent for federal income tax purposes. Therefore, Midway was jointly and severally liable for any federal tax liability of the WMS group for the period that it was part of the WMS group. The agreement, dated as of April 6, 1998, as amended, set forth the parties’ respective liabilities for federal, state and local taxes, among other things.

Tax Sharing Agreement. Under this agreement, dated July 1, 1996, WMS and Midway had agreed upon a method for determining the division of certain tax liabilities and credits between Midway and WMS.

In fiscal 2005, we terminated the Tax Separation Agreement and the Tax Sharing Agreement with Midway. Under the termination agreement, Midway paid us $1.5 million, and we recorded a pre- and after-tax benefit in other income of $1.5 million.

Other Related Party Transactions

Neil D. Nicastro is a consultant to WMS and is Louis J. Nicastro's son.

Neil D. Nicastro, one of our directors, renders consulting services to us as reasonably requested by our Board of Directors, Chairman of the Board or Chief Executive Officer under a consulting agreement. The term of the agreement renews automatically for successive one-year terms unless either party gives notice of termination not less than six months before the end of the term then in effect. We pay Mr. Nicastro $1,000 per month for his services under the consulting agreement.

Louis J. Nicastro has served as Chairman of WMS Industries Inc. (WMS) since its incorporation in 1974. He was Chief Executive Officer from 1998 until June 2001 and President from 1998 to April 2000. Mr. Nicastro served as Chief Executive Officer or co-Chief Executive Officer of WMS from 1974 to 1996 and as President from 1985 to 1988 and 1990 to 1991, among other executive positions. He also served as Chairman and Chief Executive Officer of WMS's former subsidiary, WHG Resorts & Casinos Inc. and its predecessors, from 1983 to 1998.

Ira S. Sheinfeld, one of our directors, is a member of the law firm of Hogan & Hartson, LLP. We retained the firm to provide tax services during fiscal year 2005. We do not plan to retain Hogan & Hartson, LLP in the current fiscal year.

William C. Bartholomay, one of our directors, is Group Vice Chairman of Willis Group Holdings Limited, a global insurance broker and Willis North America, its principal U.S. subsidiary, which we retained to provide insurance broker services during the last fiscal year and have retained for insurance brokerage services during the current fiscal year. Mr. Bartholomay was formerly President of Near North National Group, insurance brokers, which we had previously retained to provide insurance brokerage services. See also “Election of Directors” above. We employ Mr. Bartholomay’s son, William T. Bartholomay, in the position of Director of New Market Development. In fiscal 2005, William T. Bartholomay earned compensation of approximately $106,000.

Norman J. Menell has been Vice Chairman of WMS Industries Inc. since 1990 and served as President from 1988 to 1990, Chief Operating Officer from 1986 to 1990 and Executive Vice President from 1981 to 1988.

10/27/2004 Proxy Information

Mr. Nicastro is Neil D. Nicastro’s father.

Neil D. Nicastro, one of our directors, renders consulting services to us as reasonably requested by our Board of Directors, Chairman of the Board or Chief Executive Officer under a consulting agreement. The term of the agreement renews automatically for successive one-year terms unless either party gives notice of termination not less than six months before the end of the term then in effect. We pay Mr. Nicastro $1,000 per month for his services under the consulting agreement.

Ira S. Sheinfeld, one of our directors, is a member of the law firm of Hogan & Hartson, LLP. We retained the firm to provide tax services during the last fiscal year and have retained them for tax services during the current fiscal year.

Donna B. More, one of our directors, was the principal partner of the More Law Group law firm during fiscal 2004, which subsequently merged into the Chicago office of Greenberg Traurig LLP. We retained the More Law Group to provide gaming regulatory legal services during fiscal 2004 and have retained Greenberg Traurig LLP for gaming regulatory legal services during the current fiscal year. We paid the More Law Group $18,820 in fiscal 2004 for gaming regulatory legal services.

In August 2003, William C. Bartholomay, one of our directors, joined Willis Group Holdings Limited, a global insurance broker and Willis North America, its principal U.S. subsidiary, which we retained to provide insurance broker services during the last fiscal year and have retained for insurance brokerage services during the current fiscal year. Mr. Bartholomay was formerly President of Near North National Group, insurance brokers, which we had previously retained to provide insurance brokerage services.

We employ William T. Bartholomay in the position of Director of New Market Development. William T. Bartholomay is the son of our director, William C. Bartholomay. In fiscal 2004, we paid William T. Bartholomay compensation including salary of $92,500 and granted 1,500 stock options to him.

10/21/2003 Proxy Information

Under an agreement with Neil D. Nicastro, one of our directors, Mr. Nicastro renders consulting services to us that our Board of Directors, the Chairman of the Board or our Chief Executive Officer may reasonably request. The term of the consulting agreement is automatically renewable for successive one-year terms unless either party shall give notice of termination not less than six months prior to the end of the term then in effect. We pay Mr. Nicastro $1,000 per month for his services under the consulting agreement.

Ira S. Sheinfeld, one of our directors, is a member of the law firm of Hogan & Hartson, LLP. We retained the firm to provide tax services during the last fiscal year and have retained them for tax services during the current fiscal year.

Donna B. More, one of our directors, is a member of the More Law Group law firm, which we retained to provide gaming regulatory legal services during the last fiscal year and have retained for gaming regulatory legal services during the current fiscal year. See also “Director Compensation.”

In August 2003, William C. Bartholomay, one of our directors, joined the Willis Group Holdings Limited, a global insurance brokerage, which we have retained for insurance services during the current fiscal year. Mr. Bartholomay was formerly President of Near North National Group, insurance brokers, which we retained to provide insurance services during the last fiscal year. See also “Election of Directors”.

In January 2003, we employed William T. Bartholomay as our Manager — New Market Development and continue to employ him at a salary of $80,000 per year plus discretionary bonus and/or stock option grants commensurate with such position. In fiscal 2004, we expect to pay William T. Bartholomay $80,000, plus an annual merit increase and discretionary bonus as may be paid commensurate with such position. William T. Bartholomay is the son of our director, William C. Bartholomay.

Mr. Nicastro is Neil D. Nicastro’s father.