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Experian PLC

Proxy Solicitation & Information Statement Jun 10, 2022

5146_agm-r_2022-06-10_dcfa4eee-f6ae-4db5-bd99-14d5ad191878.pdf

Proxy Solicitation & Information Statement

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Annual General Meeting 2022 Attendance card

Annual General Meeting 2022 Proxy form

The Annual General Meeting of Experian plc (the 'Company') will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland on Thursday, 21 July 2022 at 9.30am. Registration will commence at 9.00am on that day.

If you plan to attend the meeting, please sign this card and hand it to the Company's registrars on arrival. It will authenticate your right to attend, speak and vote and will speed up your admission to the meeting.

If you do not plan to attend the meeting, please complete, detach and return the proxy form below. If you have any questions regarding the completion of the proxy form, please contact the registrars, Link Market Services (Jersey) Limited, on + 44 800 141 2952 (or 0371 664 9245 for calls from 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.

Ordinary resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. To receive the Annual Report and financial statements of the
Company for the year ended 31 March 2022, together with the
report of the auditor
11. To re-appoint KPMG LLP as auditor
2. To approve the Report on directors' remuneration (excluding the
Directors' remuneration policy set out on pages 143 to 146 of the
12. Directors' authority to determine the remuneration of the auditor
report) contained in the Annual Report and financial statements
of the Company for the year ended 31 March 2022
13. Directors' authority to allot relevant securities
14. To approve (i) the schedule for US residents (including Californian
3. To re-elect Dr Ruba Borno as a director of the Company
4. To re-elect Alison Brittain as a director of the Company
residents) to the rules of the Experian Performance Share Plan; (ii)
the schedule for US residents (including Californian residents) to
the rules of the Experian Co-Investment Plan; and as required by
Californian law: (iii) the rules of the Experian Thank You Award
2021 plan; and (iv) the rules of the Experian Tax-Qualified
Employee Share Purchase Plan, the key features of which are
5. To re-elect Brian Cassin as a director of the Company
6. To re-elect Caroline Donahue as a director of the Company summarised in Appendix 3 to the notice of meeting
7. To re-elect Luiz Fleury as a director of the Company Special resolutions
15. Directors' authority to disapply pre-emption rights
8. To re-elect Jonathan Howell as a director of the Company 16. Additional directors' authority to disapply pre-emption rights
for acquisitions/specified capital investments
9. To re-elect Lloyd Pitchford as a director of the Company 17. Directors' authority to purchase the Company's own shares
10. To re-elect Mike Rogers as a director of the Company
Signature Date Barcode

Notes

    1. The proxy form below must be lodged with Link Market Services (Jersey) Limited no later than 48 hours before the time set for the meeting, accompanied by any power of attorney under which it is executed (if applicable).
    1. To appoint a person other than the Chair of the meeting (the 'Chair') as a proxy, insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
  • (a) To appoint the Chair 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.
  • (b) To appoint a person other than the Chair as your sole proxy in respect of all your shares, delete the words "the Chair of the meeting or" and insert the name and address of your proxy in the space provided. Then fill in any voting instructions in the appropriate box and sign and date the proxy form.
  • (c) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in total, should not exceed the number of shares held by you). Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chair as one of your multiple proxies, simply write "the Chair of the meeting". All forms must be signed and should be returned together in the same envelope (see notes 10 and 11).

Shareholder Name

I/We, being (a) member(s) of Experian plc hereby appoint the Chair of the meeting or (see note 2)

Shareholder Name

Barcode

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of Experian plc to be held at 9.30am on Thursday 21 July 2022 or at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the resolutions set out below and I/we direct that my/our proxy will vote (or abstain from voting) as they think fit for me/us and on my/our behalf on any matters which may properly come before the Annual General Meeting or any adjournment thereof.

Please tick here if this proxy appointment is one of multiple proxy appointments being made (see note 2(c)).

Please mark 'X' to indicate how you wish to vote.

If you cannot attend the meeting but would like to raise a question relating to the meeting's business, please provide brief details of your question below:

Questions may also be sent via email to: [email protected]

Event Code

Signature

    1. Unless otherwise indicated the proxy will vote as they think fit or, at their discretion, withhold from voting on both: (a) the resolutions specified in the notice of meeting; and (b) on any other business (including amendments to resolutions) which may come before the Annual General Meeting.
    1. In the case of joint shareholders, the signature of any of them will suffice, but the names of all joint holders should be shown, and the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
    1. A corporation must execute the proxy form under its common seal or the hand of a duly authorised officer or attorney.
    1. The proxy form is for use in respect of the shareholder account specified only and should not be amended or submitted in respect of a different account, nor should it be used for any comments, change of address or other notifications or enquiries.
    1. The "Vote Withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "For" and "Against" a resolution.
    1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and in the notice of meeting. Shareholders wishing to vote online should log on at www.experianplc.com/shares, or via the registrar's app LinkVote+ and follow the instructions. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been approved by the registrars. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30am on 19 July 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions.
    1. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so.
    1. You can return the form of proxy to the return address printed on the back of the form. If you are in the UK and do not wish the form of proxy to be seen by anyone except the Company and the registrars, you should post it in an envelope to FREEPOST PXS1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. Please note that delivery using this service can take up to five business days.
    1. Shareholders outside the UK can reply by posting the proxy form in a stamped addressed envelope to Link Market Services (Jersey) Limited, c/o Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom.

Annual General Meeting

21 July 2022 at 9.30am The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland

PXS 1 Link Group Central Square 29 Wellington Street Leeds LS1 4DL United Kingdom Link Group Central Square Link Group Central Square

Business Reply Plus Licence Number RUCA–ESGL–RSXY Business Reply Plus Licence Number RUCA–ESGL–RSXY

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PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL United Kingdom

Licence Number RUCA–ESGL–RSXY Licence Number RUCA–ESGL–RSXY

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