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Experian PLC

Pre-Annual General Meeting Information Jun 12, 2020

5146_agm-r_2020-06-12_3c57303e-9548-4528-98c6-1b97eb9549cc.pdf

Pre-Annual General Meeting Information

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Annual General Meeting 2020

This document is important and requires your immediate attention.

If you are in any doubt about what you should do, we recommend that you immediately obtain financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under Part VI of the UK Financial Services and Markets Act 2000, or, if you are in a territory outside the UK, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all your Experian plc ordinary shares, please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person through whom you sold or transferred the shares, so they can be passed on to the purchaser or transferee.

Highlights

The past year was a strong one for Experian. We delivered organic revenue growth at the top end of our revenue guidance range and finished the year strongly in Q4. The COVID-19 crisis began to escalate late into our financial year with limited financial impact in FY20. We took swift action across our business in response to the unfolding crisis. We have operations in 45 countries and numerous industry segments, including in many of the societies hardest hit by the pandemic. Our priorities have been to protect our people, to secure our business financially and operationally, to focus on how we can help the millions of consumers who are financially affected, as well as to assist governments and our clients as they respond to the crisis.

The vast majority of our employees are working from home and our operations continue to function smoothly. Our business is strongly cash generative and we have a robust balance sheet and funding liquidity. While we continue to assess the impact of the crisis on our markets, and we expect near-term revenue to be affected, the nature of our business means we have a degree of resilience. We are taking mitigating cost actions in the short term, but we are also positioning ourselves to emerge strongly by continuing to invest in our people and growth initiatives.

The COVID-19 pandemic has highlighted the fundamental importance of data as we tackle this unprecedented challenge. We are proud of the way our people and business have stepped up to provide broader help in this time of crisis. We have a role to play in helping societies recover, and we are leading the way in providing education, advice and free tools to consumers as well as significant and valuable help to governments across the world. We are confident that, once the crisis abates, we will be well placed to continue to deliver on our growth agenda. Accordingly, we have held our second interim dividend level at 32.5 US cents per share.

Brian Cassin Chief Executive Officer

Financial highlights

Statutory Growth % at
actual rates
Growth % at
constant rates
Benchmark Growth % at
actual rates
Growth % at
constant rates
Revenue
US\$5,179m
(2019: US\$4,861m)
+7% +9% Revenue¹
US\$5,179m
(2019: US\$4,855m)
+7% +9%
Operating profit
US\$1,185m
(2019: US\$1,162m)
+2% +5% Benchmark EBIT¹
US\$1,387m
(2019: US\$1,306m)
+6% +9%
Profit before tax
US\$942m
(2019: US\$957m)
-2% +5% Benchmark profit
before tax
US\$1,255m
(2019: US\$1,198m)
+5% +8%
Basic EPS
USc74.8
(2019: USc76.9)
-3% +6% Benchmark EPS
USc103.0
(2019: USc98.0)
+5% +8%

1 From ongoing activities.

See note 7 to the Group financial statements for definitions of non-GAAP measures. Actual and constant currency exchange rates.

1 Experian plc Letter from the Chairman

Letter from the Chairman

12 June 2020 To holders of ordinary shares

Dear Shareholder

Annual General Meeting: 22 July 2020

I am writing with details of our Annual General Meeting ('AGM'), which will be held on Wednesday 22 July 2020 at 9.30am at Experian, Newenham House, Northern Cross, Malahide Road, Dublin 17, D17 AY61, Ireland.

COVID-19

In response to COVID-19, restrictions have been introduced by the Irish Government in relation to travel and public gatherings in Ireland. To comply with these restrictions, and in order to ensure the safety of the Company's shareholders, employees and directors, shareholders will not be permitted to attend the Company's AGM this year. Instead, only essential personnel from the Company will attend the AGM, observing social distancing, to ensure a quorum is present and to conduct the business of the meeting. All other shareholders will be excluded from the AGM for the reasons stated above.

The Company continues to monitor the impact of the pandemic, and the health and safety of the Company's shareholders, employees and directors is of paramount importance to the Company. Shareholders should monitor the Company's website and regulatory news announcements for any AGM updates and are encouraged to vote on all resolutions by appointing the Chairman of the meeting as their proxy.

Instructions on voting are set out below and in the 'Information for shareholders' section on page 8. We would also encourage you to submit questions about the AGM's business in advance, by email to [email protected] or on the reply-paid question card attached to the proxy form. We will consider all questions and, if appropriate, address them via Experian's website (www.experianplc.com) or individually.

The notice of meeting and notes are set out on pages 2 to 4 of this document. An explanation of the resolutions being proposed at the meeting is set out in Appendix 1. Voting will be taken on a poll. If submitting a proxy, you may place your proxy form in an envelope addressed to the Company's share registrars. A postage stamp is not needed if you post the form in the UK and, should shareholders wish, proxy forms may be placed in an envelope and addressed to the Company's registrars. You should return your completed form as soon as possible but it must arrive no later than 9.30am on Monday 20 July 2020. If you wish to vote electronically, you can do so by registering for the Link Share Portal service, at www.experianplc.com/shares.

The directors have announced a second interim dividend of 32.50 US cents per ordinary share, to be paid on 24 July 2020 to holders of the Company's ordinary shares on 26 June 2020. To ensure that certain UK shareholders have the same tax treatment on their dividend as if the Company were based in the UK, we have put Income Access Share arrangements in place. The mechanics of these arrangements make it impractical to submit a proposed dividend for approval at the AGM, but the Board has no plans to announce any additional dividend in respect of the year ended 31 March 2020.

The directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that you vote in favour of all resolutions, as they intend to do in respect of their own beneficial shareholdings.

Yours faithfully

Mike Rogers Chairman

Experian plc (incorporated and registered in Jersey. No. 93905)

Corporate headquarters: Newenham House, Northern Cross, Malahide Road, Dublin 17, D17 AY61, Ireland

Registered office: 22 Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands

Notice of Meeting

Notice is hereby given that the 2020 Annual General Meeting of Experian plc (the 'Company') will be held at Experian, Newenham House, Northern Cross, Malahide Road, Dublin 17, D17 AY61, Ireland on Wednesday 22 July 2020 at 9.30am.

Explanatory notes regarding the resolutions set out below are contained in Appendix 1.

You will be asked to consider and, if thought fit, pass the following resolutions.

Ordinary resolutions

    1. To receive the Annual Report and financial statements of the Company for the year ended 31 March 2020, together with the report of the auditor.
    1. To approve the Report on directors' remuneration (excluding the Directors' remuneration policy set out on pages 117 to 123 of the report) contained in the Annual Report and financial statements of the Company for the year ended 31 March 2020.
    1. To approve the Directors' remuneration policy set out on pages 117 to 123 of the Report on directors' remuneration contained in the Annual Report and financial statements of the Company for the year ended 31 March 2020.
    1. To re-elect Dr Ruba Borno as a director of the Company.
    1. To re-elect Brian Cassin as a director of the Company.
    1. To re-elect Caroline Donahue as a director of the Company.
    1. To re-elect Luiz Fleury as a director of the Company.
    1. To re-elect Deirdre Mahlan as a director of the Company.
    1. To re-elect Lloyd Pitchford as a director of the Company.
    1. To re-elect Mike Rogers as a director of the Company.
    1. To re-elect George Rose as a director of the Company.
    1. To re-elect Kerry Williams as a director of the Company.
    1. To re-appoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
    1. To authorise the directors to determine the remuneration of the auditor.
    1. That the authority conferred on the directors by article 10.2 of the Company's articles of association be renewed and for this purpose the Authorised Allotment Amount shall be US\$30,276,704 of relevant securities (as defined in the articles of association of the Company) and the Allotment Period shall be the period commencing on 22 July 2020 and ending on the conclusion of the Annual General Meeting to be held in 2021 or, if earlier, 21 October 2021, unless previously renewed, varied or revoked by the Company in general meeting except that the Company may before such expiry make an offer or agreement which would or might require relevant securities (as defined in the articles of association of the Company) to be allotted after such expiry and the directors may allot relevant securities (as defined in the articles of association of the Company) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Special resolutions

    1. Subject to the passing of resolution 15, that the authority conferred on the directors by article 10.3 of the Company's articles of association shall be renewed and for this purpose the Non-preemptive Amount (as defined in the articles of association of the Company) shall be US\$4,541,505, such authority to expire at the end of the Allotment Period specified in resolution 15 except that the Company may before such expiry make an offer or agreement which would or might require equity securities (as defined in the articles of association of the Company) to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
    1. Subject to the passing of resolution 15, that the directors be authorised, in addition to any authority granted under resolution 16, to allot equity securities (as defined in the articles of association of the Company) wholly for cash under the authority given by resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if article 11 of the articles of association of the Company did not apply to any such allotment or sale, such authority to be:
    2. (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US\$4,541,505; and
    3. (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the UK Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the Allotment Period specified in resolution 15 except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

    1. To authorise the Company, generally and unconditionally:
    2. (a) pursuant to Article 57 of the Companies (Jersey) Law 1991, to make market purchases of ordinary shares in the capital of the Company on the London Stock Exchange on behalf of the Company on such terms and in such manner as the directors may from time to time determine, provided that:
  • (i) the maximum number of ordinary shares which may be purchased under this authority is 90,830,113 ordinary shares of 10 US cents each;
  • (ii) the minimum price (not including expenses) which may be paid for each ordinary share is 10 US cents;
  • (iii) the maximum price (not including expenses) which may be paid for each ordinary share is an amount equal to the higher of: (a) 105% of the average market value of the Company's ordinary shares as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the relevant share is purchased; and (b) the price of the last independent trade and the highest current bid as stipulated by the European Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the EU Market Abuse Regulation (EU No. 596/2014); and
  • (iv) the authority hereby conferred shall expire on the earlier of 21 October 2021 and the conclusion of the Annual General Meeting of the Company to be held in 2021 (except that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract to purchase which would or might be executed wholly or partly after such expiry and to purchase shares in accordance with such contract as if the authority conferred had not expired) unless such authority is renewed prior to such time; and
    • (b) pursuant to Article 58A of the Companies (Jersey) Law 1991, and if approved by the directors, to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by paragraph (a) of this resolution.

By order of the Board

Charles Brown

Company Secretary 12 June 2020

Corporate headquarters: Registered office:

Newenham House 22 Grenville Street Northern Cross St Helier Malahide Road Jersey Dublin 17 JE4 8PX D17 AY61 Channel Islands Ireland

    1. The Company, pursuant to the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those persons entered on the register of members of the Company as at close of business on 20 July 2020 shall be entitled to vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business on 20 July 2020 shall be disregarded in determining the rights of any person to vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If, however, the meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Company's register of members at close of business on the day two days prior to the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice. Changes to entries in the register of members after close of business on the relevant date shall be disregarded in determining the rights of any person to vote at the meeting.
    1. The following documents will be available for inspection at the Company's registered office (22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands) and at the offices of Linklaters LLP (One Silk Street, London, EC2Y 8HQ, United Kingdom) during normal business hours on weekdays (Saturdays and public holidays excluded) up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from 9.15am on the day of the meeting until its conclusion:
    2. (i) copies of the service contracts of the executive directors; and
    3. (ii) copies of the letters of appointment of all directors.
    1. Due to COVID-19, only essential personnel from the Company will attend the meeting to ensure a quorum is present and to conduct the business of the meeting. No other person will be permitted to attend the meeting. Shareholders are therefore encouraged to vote on all resolutions by appointing the Chairman of the meeting (the 'Chairman') as a proxy. To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the proxy form.
    1. A shareholder which is a corporation and which wishes to be represented at the meeting by a person with authority to vote (a 'corporate representative') must appoint such a person by resolution of its directors or other governing body. A corporate representative has the same powers on behalf of the corporation he/she represents as that corporation could exercise if it was an individual member of the Company.
    1. To be valid, an appointment of proxy must be returned using one of the following methods:
    2. (i) by sending a proxy form (together, if appropriate, with the power of attorney or other written authority under which it is signed or a certified copy of such power or authority) to Link Market Services (Jersey) Limited, c/o Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, United Kingdom; or
    3. (ii) in the case of members who have registered for the Link Share Portal service with the Company's registrars, by logging onto their portfolio at www.experianplc.com/shares, and following the voting instructions, shareholders will be able to register their proxy online. If requested, the Company's registrars will send an acknowledgement that the online proxy appointment has been lodged with them; or
  • (iii) in the case of CREST members, by utilising the CREST electronic proxy appointment service,

and in each case the appointment of proxy (together with any relevant power/ authority) must be received (or, in the case of the appointment of a proxy through CREST, retrieved by enquiry to CREST in the manner prescribed by CREST) by the Company's registrars not later than 48 hours before the time appointed for holding the meeting.

    1. CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual available at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor(s) or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual available at www.euroclear. com. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to a proxy appointed through CREST should be communicated to the appointee by other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor(s) or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
    1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
    1. When two or more valid but differing proxy appointments are received in respect of the same share for use at the same meeting or poll, the one which is last received (regardless of its date or of the date of its signature) shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was last received, none of them shall be treated as valid in respect of that share.
    1. As at 3 June 2020 (being the last practical day prior to publication of the notice of meeting), the Company's issued share capital consisted of 968,725,724 ordinary shares of 10 US cents each with voting rights and 20 deferred shares of 10 US cents each which have no voting rights. As at 3 June 2020, the Company held 60,424,585 shares in treasury. Therefore, the total voting rights in the Company as at 3 June 2020 was 908,301,139.
    1. Each member has the right to ask questions relating to the business of the meeting. The Company must cause to be answered any such question relating to the business being dealt with at the meeting subject to certain exceptions. Questions may be asked by email to [email protected] or on the reply-paid question card attached to the proxy form. We will consider all questions and, if appropriate, address them via Experian's website (www.experian.plc.com) or individually.
    1. A copy of this notice and other relevant shareholder information can be found at www.experianplc.com.

Explanatory notes in relation to the resolutions to be proposed at the Annual General Meeting.

Resolutions 1 to 15 will each be proposed as an ordinary resolution that will be passed if more than 50% of the votes cast are in favour of the resolution. Resolutions 16, 17 and 18 will each be proposed as a special resolution that will be passed if not less than two-thirds of the votes cast are in favour of the particular resolution.

Resolution 1

The directors are required to present to the meeting the Annual Report and financial statements of the Company for the year ended 31 March 2020 together with the report of the auditor.

Resolution 2

Resolution 2 is an advisory shareholder vote on the Report on directors' remuneration contained in the Annual Report (excluding the Directors' remuneration policy set out on pages 117 to 123 of the report) and financial statements of the Company for the year ended 31 March 2020, to provide shareholder feedback to the Board.

Resolution 3

Experian plc is a Jersey-incorporated company and is therefore not subject to the UK company law requirement to submit its directors' remuneration policy report to a binding shareholder vote. However, the Company has voluntarily adopted the remuneration reporting format in the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 8, and is therefore submitting the Directors' remuneration policy (set out on pages 117 to 123 of the Report on directors' remuneration contained within the Annual Report) to shareholders for consideration, as an advisory shareholder vote. In line with the Company's commitment to good corporate governance, the Board will take due notice of shareholder feedback on the policy vote (including engagement with major shareholders, in the event of the vote not being successful) and the Board intends to operate in line with the approved policy. The Company would seek a further advisory vote from its shareholders should the current policy change or, if earlier, in three years' time.

Resolutions 4 to 12

In accordance with the UK Corporate Governance Code, all members of the Board will retire at this year's Annual General Meeting and, being eligible, will offer themselves for re-election.

As more fully described in the Corporate governance report in the Annual Report and financial statements of the Company for the year ended 31 March 2020, a comprehensive external evaluation of the performance of the Board was carried out during the year ended 31 March 2020. The evaluation was conducted by Manchester Square Partners (who have no other connection with the Group or Board members, save that one Board member sits on a board which used Manchester Square Partners for an external evaluation in 2016/17) to provide the Board with greater insights into its performance and

to identify opportunities to further increase and improve its overall effectiveness. Board members were sent a briefing note, including an outline of the interview framework, ahead of individual meetings lasting at least one hour in each case, with Manchester Square Partners from January to March 2020. The principals of Manchester Square Partners then attended Board, Audit, Remuneration, and Nomination and Corporate Governance Committee meetings in March 2020, via video due to COVID-19 restrictions, to gain further insight into Board members' interactions and Board and committee performance. Following these actions, the Chairman and Company Secretary met with Manchester Square Partners to review and discuss the initial findings.

An evaluation report was ultimately prepared and presented to the Board by Manchester Square Partners at the May 2020 Board meeting. The conclusion of the evaluation was that the Board is functioning extremely well and in line with first-class governance. Board dynamics are considered to be excellent, with specific characteristics including inclusivity, supporting, constructively challenging and responsible. The Board is noted as being unified and aligned, with the Experian agenda as the priority. Accordingly, the Board recommends each retiring director's re-election as set out in resolutions 4 to 12.

Biographical details of all the directors, including details of their skills and experience, are set out in Appendix 2.

Resolution 13

An auditor has to be appointed at each Annual General Meeting. KPMG LLP has advised of its willingness to stand for re-appointment as the auditor of the Company.

Resolution 14

The remuneration of the auditor may be fixed by the directors or the Company in general meeting. The usual practice is for shareholders to resolve at the Annual General Meeting that the directors decide on such remuneration.

Resolution 15

The purpose of resolution 15 is to renew the directors' authority to allot new shares and other relevant securities, this year up to an aggregate nominal value of US\$30,276,704, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 3 June 2020.

At 3 June 2020, the Company held 60,424,585 ordinary shares in treasury.

The authority sought in resolution 15 is in substitution for all existing authorities, granted in the Company's articles of association or otherwise, and without prejudice to previous allotments made under such existing authorities. The authority will expire at the conclusion of the Annual General Meeting to be held in 2021 or, if earlier, 21 October 2021.

Resolutions 16 and 17

The UK Pre-Emption Group's Statement of Principles, as updated in March 2015, supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities, and sales of treasury shares for cash, representing no more than 5% of issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of resolution 16, which is conditional on the passing of resolution 15 and will be proposed as a special resolution, is to put in place a new authority for the directors to allot equity securities (as defined in the Company's articles of association) wholly for cash, or sell treasury shares for cash, without offering those equity securities or treasury shares pro rata to existing shareholders, up to an aggregate nominal amount of US\$4,541,505, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.69% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 3 June 2020, the latest practical date before publication of this notice.

The UK Pre-Emption Group's Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities, and sales of treasury shares for cash, representing no more than an additional 5% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The UK Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction(s) and (where appropriate) the profits attributable to them, is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, and taking into account the template resolutions published by the UK Pre-Emption Group in May 2016, the purpose of resolution 17 (which will be proposed as a special resolution) is to authorise the directors to allot equity securities (as defined in the Company's articles of association) wholly for cash, or sell treasury shares for cash, without offering those equity securities pro rata to existing shareholders, up to a further nominal amount of US\$4,541,505 representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.69% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 3 June 2020, the latest practical date before publication of this notice, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or sale, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in resolution 17 is used, the Company will publish details of the placing in its next Annual Report.

In accordance with the UK Pre-Emption Group's Statement of Principles, the Board confirms its intention that no more than 7.5% of the issued ordinary share capital of the Company (exclusive of treasury shares) will be issued for cash on a non-pre-emptive basis pursuant to the authority in resolution 16 during any rolling three-year period other than with prior consultation with shareholders or in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

If granted, the authorities in resolutions 16 and 17 will expire on the earlier of 21 October 2021 and the conclusion of the Annual General Meeting to be held in 2021.

The Board considers that it is in the best interests of the Company and its shareholders generally that the Company should have the flexibility conferred by resolutions 16 and 17 to make small issues of shares for cash, as suitable opportunities arise.

It should be noted that the articles of association of the Company empower the directors to allot equity securities (as defined in the articles of association of the Company) wholly for cash in connection with a rights issue (as defined in the articles of association of the Company).

Resolution 18

The purpose of resolution 18, which will be proposed as a special resolution, is to put in place a new authority to enable the Company to make market purchases of up to 90,830,113 ordinary shares, being approximately 10% of the issued ordinary share capital of the Company, exclusive of treasury shares, as at 3 June 2020. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable which reflect the requirements of the UK Listing Rules and the provisions of Article 57 of the Companies (Jersey) Law 1991. The Company will only exercise the power of purchase after careful consideration and in circumstances where, in the light of market conditions prevailing at the time, it is satisfied that it is in the best interests of the Company and of its shareholders generally to do so and where there would be a resulting increase in earnings per share.

The Companies (Jersey) Law 1991 permits the Company to hold any shares purchased by it as treasury shares, as an alternative to immediately cancelling them. If the Company purchases any of its ordinary shares and holds them as treasury shares, the Company may sell these shares (or any of them) for cash, transfer these shares (or any of them) for the purposes of or pursuant to an employee share plan, cancel these shares (or any of them) or continue to hold them as treasury shares. Holding such shares as treasury shares allows the Company to reissue them quickly and cost effectively and provides additional flexibility in managing the Company's capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, shares held as treasury shares.

As at 3 June 2020, the Company held 60,424,585 ordinary shares in treasury. If any ordinary shares are purchased by the Company, the directors intend to decide whether to cancel shares purchased pursuant to this authority or hold them as treasury shares based on the interests of the Company and its shareholders as a whole at the relevant time.

If granted, this authority will expire on the earlier of 21 October 2021 and the conclusion of the Annual General Meeting to be held in 2021.

As at 3 June 2020, there were options outstanding over 15,583,236 ordinary shares representing 1.72% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date. If the full authority being sought under resolution 18 was utilised, so reducing the issued ordinary share capital by an equivalent amount, the figure of 15,583,236 would represent 1.91% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date.

Appendix 2

Mike Rogers (55) Chairman

Appointed to the Board on 1 July 2017, and as Chairman (and Chairman of the Nomination and Corporate Governance Committee) on 24 July 2019.

Other current roles: Mike is a non-executive director of The Royal Bank of Scotland Group plc (and chairs its Group Sustainable Banking Committee. He also sits on the Group Performance and Remuneration Committee) and is the non-executive Chairman of Aegon UK.

Skills and contribution: Mike brings over 30 years of banking and financial services experience, with a reputation for strategic insight and focused execution. His current and previous board-level experience, both executive and non-executive, is of huge value to the Experian Board.

Experience: Mike was Group Chief Executive Officer of LV= Group from 2006 until 2016, during which time he grew the organisation into a significant player in the life and general insurance market. Before that, Mike was with Barclays plc for more than 20 years, holding a number of senior roles, most recently as Managing Director, UK Retail Banking. He was previously a non-executive director of the Association of British Insurers.

Brian Cassin (52) Chief Executive Officer

Appointed to the Board as Chief Financial Officer on 30 April 2012, and as Chief Executive Officer on 16 July 2014.

Other current roles: Brian is a non-executive director of J Sainsbury plc and sits on its Audit and Nomination Committees.

Skills and contribution: Brian brings strong leadership, a clear view of strategic objectives and decisive management skills to this role. He has strong financial and commercial acumen and a broad range of operational competencies. His non-executive role augments his strong board-level experience.

Experience: Brian was previously the Chief Financial Officer of Experian and, before that, Managing Director at Greenhill & Co. He has also held various senior roles at Baring Brothers International and the London Stock Exchange.

Lloyd Pitchford (48) Chief Financial Officer

Appointed to the Board on 1 October 2014.

Other current roles: Lloyd is a non-executive director (and chairs the Audit Committee) of Bunzl plc.

Skills and contribution: Lloyd is a qualified accountant. He holds an MBA and has deep financial and strategic experience, built up through a career working in complex, growth-oriented, global organisations, across a range of industries and responsibilities. He brings additional perspectives to Experian from his non-executive role with Bunzl plc.

Experience: Before joining Experian, Lloyd held a wide portfolio of finance and operational responsibilities: as Chief Financial Officer of Intertek Group plc; in senior finance positions (including Group Financial Controller) at BG Group plc; and in financial and commercial roles at Mobil Oil.

Kerry Williams (58) Chief Operating Officer

Appointed to the Board on 16 July 2014.

Other current roles: Kerry is a Board member of Pacific Mutual Holding Company, and the US Institute for Intergovernmental Research.

Skills and contribution: Kerry holds an MBA and has built up a significant and deep knowledge of Experian's global business and operations, through the leadership roles he has held. He brings to Experian and the Board a wide range of skills from his background in the financial services industry and his non-executive roles.

Experience: Kerry's roles at Experian have included Group Deputy Chief Operating Officer, President of Credit Services, President of Experian Latin America, and Group President of Credit Services and Decision Analytics, Experian North America. Previously, he was President at ERisk Holdings Incorporated, Senior Vice President/ General Manager at Bank of America and held senior management positions at Wells Fargo Bank.

Dr Ruba Borno (39) Non-executive director

Appointed to the Board on 1 April 2018.

Other current roles: Ruba is a Senior Vice President and General Manager at Cisco.

Skills and contribution: Ruba holds a Ph.D., a Master of Science in Electrical Engineering, and a Bachelor of Science in Computer Engineering. She was an Intel Ph.D. fellow at the National Science Foundation's Engineering Research Center for Wireless Integrated MicroSystems. She brings advanced technologies expertise to Experian. We benefit greatly from her focus on supporting businesses in strategically adapting to the threats and opportunities created by technology, as well as pushing disruptive technology to create new opportunities.

Experience: Ruba sat on the Board of The Tech Museum of Innovation in Silicon Valley. She was previously at The Boston Consulting Group (BCG), where she specialised in helping enterprises through complex technology transformations, and was also a leader in BCG's Technology, Media & Telecommunications, and People & Organization practice groups.

Caroline Donahue (59) Non-executive director Appointed to the Board on 1 January 2017.

Other current roles: Caroline is on the Board of GoDaddy Inc., Emerge America, and the Computer History Museum. She is also on the Executive Committee of Northwestern C100, and is a mentor for She-Can.

Skills and contribution: Caroline brings extensive experience of international markets and technology as well as knowledge of consumer sales and marketing, innovation and consumer-centricity. The Board also benefits from her insight and extensive experience in mass-market, digital, multi-channel and business-to-consumer distribution, marketing, and brand and sales management.

Experience: Caroline previously held roles at Intuit where she was Executive Vice President, Chief Marketing and Sales Officer; Senior Vice President, Sales and Channel Marketing; Vice President and Director of Sales. She also held sales and channel management roles at Knowledge Adventure, NeXT Computer and Apple, Inc.

Luiz Fleury (64) Non-executive director Appointed to the Board on 8 September 2015.

Other current roles: Luiz is a Board member of Carrefour Brazil (the trading name of Atacadão S.A.) and Magnoxpus, Inc.

Skills and contribution: Luiz has spent most of his career in financial services and has extensive insight and deep local knowledge of the Brazilian financial market. His considerable boardroom experience adds to the strength, depth and effectiveness of our Board.

Experience: Luiz has held Chief Executive roles at Cetip S.A., Banco Ibi and Redecard, together with senior finance and investment positions at Banco Citibank S.A., Banco Marka S.A. and C&A Brenninkmeyer Brasil. Luiz was President and a member of the Executive Board at Cetip S.A., and a Board member of Grupo Sequóia de Logística, Eneva S.A., Discount Malls do Brasil, Banco Ibi and FHV Holdings Ltda.

Deirdre Mahlan (58) Non-executive director

Appointed to the Board on 1 September 2012 and as Chairman of the Audit Committee on 21 January 2015.

Other current roles: Deirdre is President of Diageo North America.

Skills and contribution: Deirdre is a qualified accountant with an MBA and has many years' experience in senior finance and general management roles. Her financial expertise and experience ensure effective leadership of our Audit Committee. Deirdre also brings us the benefits of her previous board-level experience with Diageo plc.

Experience: Deirdre has held senior finance roles, including Chief Financial Officer, Deputy Chief Financial Officer, Head of Tax and Treasury at Diageo plc, Senior Vice President, Chief Financial Officer at Diageo North America, and Vice President of Finance at Diageo Guinness USA, as well as various senior finance roles in Joseph Seagram and Sons, Inc. and PwC.

George Rose (68) Deputy Chairman and Senior Independent Director

Appointed to the Board on 1 September 2012, as Deputy Chairman and Senior Independent Director on 16 July 2014 and as Chairman of the Remuneration Committee on 24 July 2019.

Other current roles: George is a non-executive Director (and Audit Committee Chairman) of Genel Energy plc, and a non-executive director of EXPO 2020 LLC.

Skills and contribution: George is a qualified accountant, whose career has included several high-level finance positions. As well as this financial expertise, he adds to the collective strength of the Board thanks to the numerous non-executive positions he has held with leading companies.

Experience: George was Group Finance Director and Director of Finance and Treasury at BAE Systems plc (where he was a Board member), and held senior finance positions at Leyland DAF plc and Rover Group. He was a non-executive director of National Grid plc, SAAB AB, Orange plc and Laing O'Rourke plc (where he also chaired the Audit Committee) and has also been a member of the UK Industrial Development Advisory Board.

Information for shareholders

COVID-19

In response to COVID-19, restrictions have been introduced by the Irish Government in relation to travel and public gatherings in Ireland. To comply with these restrictions, and in order to ensure the safety of the Company's shareholders, employees and directors, shareholders will not be permitted to attend the Company's Annual General Meeting this year.

Questions

This year shareholders are not permitted to attend the Annual General Meeting; however if you wish to ask a question, you can do so by using the shareholder question card attached to the proxy form or by submitting a question via email to [email protected].

Voting arrangements

Each of the resolutions to be put to the Annual General Meeting will be taken on a poll. The results of the poll will be announced via a regulatory information service as soon as practicable following the conclusion of the meeting and will also be published on the Company's website at www.experianplc.com.

The Company has included on the proxy form a 'Vote Withheld' option, so shareholders can abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in calculating the proportion of votes 'For' or 'Against' the particular resolution.

Information rights

A shareholder who holds shares on behalf of another person may nominate that person (a 'nominated person') to have information rights to receive all communications sent by the Company to its shareholders. Any shareholder wishing to make such a nomination should apply to the Company's registrars, Link Market Services (Jersey) Limited, at the address below giving details of the nominated person including their relationship with them.

Action to be taken

To comply with COVID-19 restrictions and in order to ensure the safety of the Company's shareholders, employees and directors, shareholders will not be permitted to attend the Company's Annual General Meeting this year. If you wish to register your proxy votes in relation to the resolutions proposed, you should complete the enclosed proxy form appointing the Chairman of the meeting as your proxy and return it to the Company's registrars, Link Market Services (Jersey) Limited, at the address shown on the proxy form, to be received by no later than 9.30am on Monday 20 July 2020. A postage stamp is not required for the proxy form if posted in the UK and, should shareholders wish, proxy forms may be placed in an envelope and addressed to the Company's registrars.

Electronic proxy voting

You may, if you wish, register the appointment of a proxy and/or voting instructions for this meeting online by registering for the Link Share Portal service, at www.experianplc.com/shares. Full details of the procedures are set out on this website. The proxy appointment and/or voting instructions must be received by Link Market Services (Jersey) Limited by no later than 9.30am on Monday 20 July 2020.

Please note that any electronic communication sent to the Company or the Company's registrars that is found to contain a computer virus will not be accepted.

CREST members who wish to appoint or instruct a proxy via the CREST electronic proxy appointment service should refer to the notes to this notice of Annual General Meeting where there is information on how to proceed.

Completing the form of proxy

Notes on completing the form of proxy can be found on the form and in the notice of meeting and should be read carefully before the form is completed.

General enquiries

Link Market Services (Jersey) Limited maintains the Company's register of members. They provide a telephone helpline service (telephone number + 44 800 141 2952 (or 0371 664 9245 for calls within the UK)). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 8.30am and 5.30pm (UK time) Monday to Friday excluding public holidays in England and Wales. If you have any queries about the Annual General Meeting or about your shareholding, please contact Link Market Services (Jersey) Limited at the following address:

Link Market Services (Jersey) Limited PO Box 532

St Helier Jersey JE4 5UW Channel Islands

Experian Share Portal

Manage your shareholding wherever, whenever, on the Experian Share Portal

The Experian Share Portal is a secure online site where you can

Sign up for electronic communications

  • View your holdings and get an indicative value
  • View your dividend payment history
  • Get copies of your dividend tax vouchers
  • Choose to receive your dividend direct to your bank account
  • Update your address details
  • Buy and sell shares
  • Register your AGM proxy votes.

It only takes a few minutes to register, just visit www.experianplc.com/shares. Remember to have your 11-digit Investor Code to hand.

Contact details

Visit the Experian Share Portal www.experianplc.com/shares

By email

[email protected]

By post

Experian Shareholder Services Link Market Services (Jersey) Limited, PO Box 532, St Helier, Jersey, JE4 5UW, Channel Islands

By telephone

Call +44 800 141 2952 (or 0371 664 9245 for calls within the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open between 8.30am and 5.30pm (UK time) Monday to Friday excluding public holidays in England and Wales.

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Corporate headquarters

www.experian.co.uk

Experian plc

Newenham House Northern Cross Malahide Road Dublin 17 D17 AY61 Ireland

T +353 (0) 1 846 9100

www.experianplc.com

Operational headquarters

Experian

475 Anton Boulevard Costa Mesa CA 92626 United States

T +1 714 830 7000

www.experian.com

Serasa Experian

Av. Doutor Heitor José Reali 360 CEP 13571-385 São Carlos Brazil

T +55 11 3004 7728

www.serasaexperian.com.br

Experian

The Sir John Peace Building Experian Way NG2 Business Park Nottingham NG80 1ZZ United Kingdom

T +44 (0) 115 941 0888

www.experian.co.uk

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