Pre-Annual General Meeting Information • Jun 10, 2022
Pre-Annual General Meeting Information
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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.
We had a very good year with total revenue growth of 17% at both actual and constant exchange rates, and organic revenue growth of 12%. Benchmark earnings per share also progressed strongly, up 21%. Cash performance was very strong, with Benchmark EBIT to operating cash flow conversion of 109%, and actual exchange rates growth of 22%. We have made major steps forward in Consumer Services, which is transforming the shape of our business, and we also progressed materially a series of strategic initiatives in Business-to-Business.
Experian's mission to help people improve their financial health is more important now than ever, with many households facing the challenge of rising inflation. We take great pride in our ability to make a positive difference to people's lives by making it easier, cheaper and faster for people and organisations to access financial services, and I would like to thank my Experian colleagues for their hard work and dedication in delivering on this mission.
For the year ahead, we expect organic revenue growth in the range of 7-9%, with modest margin improvement at constant exchange rates, supported by continuing investment behind the execution of our strategy. While we are closely monitoring the global macroeconomic trends, we are confident in our strong track record of robust and resilient performance.
Brian Cassin Chief Executive Officer
| Statutory | Growth % at Growth % at actual rates constant rates |
Benchmark | Growth % at Growth % at actual rates constant rates |
||
|---|---|---|---|---|---|
| Revenue | Revenue – ongoing activities |
||||
| US\$6,288m (2021: US\$5,372m) |
+17% | +16% | US\$6,267m (2021: US\$5,342m) |
+17% | +17% |
| Operating profit | Benchmark EBIT¹ | ||||
| US\$1,416m (2021: US\$1,183m) |
+20% | +19% | US\$1,640m (2021: US\$1,379m) |
+19% | +19% |
| Profit before tax | +34% | +19% | Benchmark profit before tax |
+21% | +22% |
| US\$1,447m (2021: US\$1,077m) |
US\$1,535m (2021: US\$1,265m) |
||||
| Basic EPS | Benchmark EPS | ||||
| USc127.5 (2021: USc88.2) |
+45% | +23% | USc124.5 (2021: USc103.1) |
+21% | +21% |
1 From ongoing activities.
The results for the year ended 31 March 2021 have been re-presented for the reclassification to exited business activities of certain Business-to-Business ('B2B') businesses. See note 6 to the Group financial statements for definitions of non-GAAP measures.
I am writing with details of our Annual General Meeting ('AGM'), which will be held on Thursday 21 July 2022 at 9.30am at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland.
We regard the AGM as an important forum for engaging with shareholders, particularly private shareholders, and we welcome your questions. If you cannot attend in person, you may 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 at the AGM, via Experian's website (www.experianplc.com) or individually.
The notice of meeting and notes are set out on pages 4 to 7 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, except for any procedural resolution which may be taken on a show of hands. I encourage you to use your vote by attending in person, voting electronically online or completing and returning a proxy form by post. 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 Tuesday 19 July 2022. Returning a proxy form or voting electronically will not prevent you from attending the meeting in person. If you wish to vote electronically, you can do so by registering for the Link Share Portal service, at www.experianplc.com/ shares, or as otherwise outlined in this notice of meeting.
Further details of how to vote are included in the 'Information for shareholders' section at the end of this document. Shareholders entitled to attend, speak and vote at the AGM may appoint a proxy to exercise their rights in their place. You may appoint more than one proxy, provided that you appoint each proxy to exercise the rights attached to different shares.
The directors have announced a second interim dividend of 35.75 US cents per ordinary share, to be paid on 22 July 2022 to holders of the Company's ordinary shares on 24 June 2022. To ensure that certain UK shareholders have the same tax treatment on their dividend as if the Company was 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 2022.
On 19 January 2022, Experian's Board announced the appointment of Craig Boundy as Chief Operating Officer and Jennifer Schulz as CEO, North America, both from 1 April 2022. We also announced that Kerry Williams would retire from our Board at the conclusion of the AGM on 21 July 2022 and that Craig would be appointed to our Board at that time. We thank Kerry for his outstanding contribution to Experian and wish him well for his retirement.
Two of our independent non-executive directors, Deirdre Mahlan and George Rose, will also retire from our Board at the conclusion of the AGM on 21 July 2022, having completed nine years' service on the Experian Board. We wish to thank Deirdre and George for their significant contributions to Experian since joining our Board in 2012.
We have also announced that Jonathan Howell has been appointed to succeed Deirdre as Chair of the Audit Committee from 1 July 2022 and that Alison Brittain has been appointed to succeed George as Senior Independent Director and Chair of the Remuneration Committee from the conclusion of the AGM on 21 July 2022. Both Jonathan and Alison are existing independent non-executive directors.
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 Chair
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
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.
such authority to expire at the end of the Allotment Period specified in resolution 13 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.
(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 higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the exchange on which the purchase is to be carried out; and
Company Secretary 10 June 2022
Northern Cross St Helier Malahide Road Jersey Dublin 17 JE4 8PX D17 AY61 Channel Islands Ireland
Newenham House 22 Grenville Street
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.
Resolutions 1 to 14 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 15, 16 and 17 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.
The directors are required to present to the meeting the Annual Report and financial statements of the Company for the year ended 31 March 2022 together with the report of the auditor.
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 143 to 146 of the Annual Report) and financial statements of the Company for the year ended 31 March 2022, to provide shareholder feedback to the Board.
Kerry Williams, Deirdre Mahlan and George Rose will not be put forward for re-election at the Annual General Meeting, as they will retire as directors with effect from the conclusion of the meeting. In accordance with the UK Corporate Governance Code, all remaining 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 2022, an internal evaluation of the Board was carried out during the year ended 31 March 2022. The evaluation concentrated on the progress on last year's areas of focus and the resulting actions, as well as agreeing areas of focus for the coming year. There were also separate meetings between each director and the Chair in relation to their individual performance. The Deputy Chair and Senior Independent Director evaluated the Chair, taking account of input from the Chief Executive Officer and the other directors.
The Board concluded that it was operating effectively and that each director was contributing to the overall effectiveness and success of the Group. Accordingly, the Board recommends the re-election of each retiring director who is standing for re-election as set out in resolutions 3 to 10.
Biographical details of the directors proposed for re-election, including details of their skills and experience, are set out in Appendix 2.
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.
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.
The purpose of resolution 13 is to renew the directors' authority to allot new shares and other relevant securities, this year up to an aggregate nominal value of US\$30,693,356, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 30 May 2022.
At 30 May 2022, the Company held 49,815,530 ordinary shares in treasury.
The authority sought in resolution 13 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 2023 or, if earlier, 20 October 2023.
In order to meet California securities law requirements, ordinary resolution 14 seeks shareholder approval of specific terms added to the rules of the Experian Performance Share Plan and the Experian Co-Investment Plan, and of the Experian Thank You Award 2021 plan, and the Experian Tax-Qualified Employee Share Purchase Plan, because Experian employees resident in the US (including in California) participate in these plans.
The Experian Performance Share Plan and the Experian Co-Investment Plan were approved by shareholders at the Company's 2015 Annual General Meeting. This approval included express authorisation to modify these plans as necessary or desirable to meet local securities law requirements.
Under Californian state securities laws, where employees resident in California participate in an employee share plan in reliance on Rule 701 of the US Securities Act of 1933, the plan rules must (a) be approved by the Company's shareholders every seven years (where awards have a three-year vesting timeline); and (b) contain specific terms as required by Californian law in respect of US residents. The plans were last approved in 2015, so require shareholder approval for California law purposes in 2022. Appendix 3 describes the amendments made to the rules of the Experian Performance Share Plan and the Experian Co-Investment Plan to meet the requirements of Californian securities law. These amendments do not substantively change the terms of the plans.
In 2021, Experian offered employees at middle management level and below a 'Thank You Award' to recognise their unerring commitment during the global COVID-19 pandemic. This took the form of an award of approximately US\$800 of free Experian shares and a right to receive two additional matching shares for each free share if the employee keeps the free shares and stays with Experian for three years. The free shares are not forfeitable.
The award of the free shares was granted under a new plan, the Experian Thank You Award 2021 plan, which was adopted by Experian to facilitate the one-off grant of the 'Thank You Award' in 2021. The plan did not require shareholder approval under the UK Listing Rules because no new shares were issued (and no treasury shares were transferred) – meaning the plan is not dilutive to shareholders' interests – and Experian plc directors could not and did not participate. However, some of the recipients of the 'Thank You Award' were based in California and California law requires shareholder approval of the Experian Thank You Award 2021 plan. Resolution 14 (iii) seeks that approval.
The rights to the matching shares were granted under the Experian Performance Share Plan, which was approved by shareholders in 2015.
The Experian Tax-Qualified Employee Share Purchase Plan (the 'ESPP') is an all-employee share plan, for Experian's US employees, which was approved by shareholders at the Company's 2015 Annual General Meeting. Under Californian state securities laws, purchase rights granted under the ESPP must be settled within ten years of the most recent shareholder approval (i.e. by July 2025). This would prevent invitations to employees being made after the middle of 2023 because the resulting purchase rights would not be settled before July 2025. Resolution 14 (iv) seeks approval for the ESPP now to ensure that the plan can continue to be offered to employees under these rules until it expires (or is renewed with shareholder approval) in July 2025.
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 15, which is conditional on the passing of resolution 13 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\$4,604,003, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.74% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 30 May 2022, 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 16, 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\$4,604,003, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.74% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 30 May 2022, 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 16 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 15 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 15 and 16 will expire on the earlier of 20 October 2023 and the conclusion of the Annual General Meeting to be held in 2023.
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 15 and 16 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 pre-emptive issue (as defined in the articles of association of the Company).
The purpose of resolution 17, 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 92,080,068 ordinary shares, being approximately 10% of the issued ordinary share capital of the Company, exclusive of treasury shares, as at 30 May 2022. 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 30 May 2022, the Company held 49,815,530 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 20 October 2023 and the conclusion of the Annual General Meeting to be held in 2023.
As at 30 May 2022, there were options outstanding over 13,907,781 ordinary shares, representing 1.51% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date. If the full authority being sought under resolution 17 was utilised, so reducing the issued ordinary share capital by an equivalent amount, the figure of 13,907,781 would represent 1.68% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date.
Appointed to the Board on 1 July 2017, and as Chair (and Chair of the Nomination and Corporate Governance Committee) on 24 July 2019.
Other current roles: Mike chairs the Nomination and Corporate Governance Committee. He is a non-executive director of NatWest Group plc (he chairs its Group Sustainable Banking Committee, and sits on the Group Performance and Remuneration Committee) and is the non-executive Chair 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.
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.
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.
Appointed to the Board on 1 April 2018.
Other current roles: Ruba is a Vice President, Worldwide Channels and Alliances at Amazon Web Services (AWS).
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: Prior to her current role, Ruba was a Senior Vice President and General Manager at Cisco. She 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 a leader in BCG's Technology, Media & Telecommunications, and People & Organization practice groups.
Appointed to the Board on 1 September 2020.
Other current roles: Alison is the Chief Executive of Whibread PLC, a non-executive director of British Airways plc, and Deputy Chair and a Trustee of the Prince's Trust.
Skills and contribution: Alison is a highly versatile business leader and general manager, who holds an MBA and brings considerable experience of operating in consumer-facing service environments. She has over 25 years' senior management experience in major financial institutions, and the Board also benefits from her board-level experience with Whitbread PLC and, previously, Marks & Spencer Group PLC.
Experience: Alison was previously with Lloyds Banking Group (Group Director, Retail Division) and Santander UK PLC (Executive Director, Retail Distribution), where she was also a board director. She previously held senior roles at Barclays Bank, has been a member of the UK Prime Minister's Advisory Council, was named 'Business Woman of the Year 2017' in the Veuve Clicquot awards and was awarded a CBE in the 2019 UK New Year Honours list. Alison has been a non-executive director of Marks & Spencer Group PLC.
Appointed to the Board on 1 January 2017.
Other current roles: Caroline is on the Board of GoDaddy Inc., Versa Pay Corp., Emerge America, and the Computer History Museum. She is also 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 ('B2C') 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. Caroline was previously on the Executive Committee of Northwestern C100.
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 DOTZ S.A.
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, FHV Holdings Ltda and Magnopus, Inc.
Appointed to the Board on 1 May 2021.
Other current roles: Jonathan is the Chief Financial Officer of The Sage Group plc.
Skills and contribution: Jonathan has a wealth of financial, strategic, technology and regulatory expertise, encompassing both Business-to-Business ('B2B') and B2C, which is of huge benefit to Experian. He is a highly regarded FTSE100 Chief Financial Officer, and also brings considerable executive and non-executive UK-listed boardroom experience.
Experience: Jonathan was previously an independent non-executive director and Chair of the Audit and Risk Committee of The Sage Group plc., for five years while serving as Group Finance Director of Close Brothers Group plc for 10 years until November 2018. Before that he was Group Finance Director at the London Stock Exchange Group plc for nine years and has also been a non-executive director of EMAP plc and Chairman of FTSE International. The early part of Jonathan's career was at Price Waterhouse where he qualified as a chartered accountant.
Key features of the California-specific terms of the Experian Performance Share Plan and the Experian Co-Investment Plan
The schedules to the Experian Performance Share Plan and the Experian Co-Investment Plan (in this Appendix 3, each a 'plan' and together, the 'plans') alter the provisions of the relevant plan in relation to conditional awards granted to US residents (including California residents) to reflect certain provisions of federal and California state securities laws. In particular, where Californian law applies, any conditional awards granted to a US resident under either of the plans shall be subject to the following additional limitations, terms and conditions (which, for the purposes of compliance with California securities laws only, will each be deemed a separate plan maintained solely for California residents):
Notwithstanding the foregoing, conditional awards may be granted under the plan to any California resident in accordance with any other registration exemption permitted under the California Corporate Securities Law of 1968, as amended, or by qualification under such law, subject to such conditions as required by such law.
The Experian Thank You Award 2021 plan is administered by the directors of the Company and, in 2021, the directors determined that substantially all employees of the Company, below senior management, would be invited to participate in a one-off 'Thank You Award'.
Each eligible employee ('Participant') was granted 19 ordinary shares in the Company for free ('Free Shares') to be held by a nominee appointed by the Company for this purpose ('Nominee'). The Participants were also granted a matching award which vests only if the Participant remains in employment and retains the Free Shares with the Nominee for a three-year holding period, which ends on the 'Release Date'. From grant, the Free Shares were and continue to be unrestricted and may be sold or transferred by the Participant instructing the Nominee to do so. Participants have dividend and voting rights in respect of the Free Shares.
If a Participant dies or leaves Experian after the grant of the Free Shares, but before the Release Date, the rules of the Experian Thank You Award 2021 plan will cease to apply to the Free Shares (which will continue to be held subject to the Nominee agreement).
From the Release Date, the Nominee will hold the Free Shares for the Participant on the terms of the Nominee agreement and the rules of the Experian Thank You Award 2021 plan will no longer apply.
In some jurisdictions, the Thank You Award was operated on a cash basis and, instead of Free Shares, Participants received 'Notional Free Shares'. In such cases, all other terms remain substantially the same as a share-settled Thank You Award.
With respect to Californian Participants' Free Shares:
At the same time as the Free Shares were granted, each Participant was granted a conditional right to receive 38 shares for free ('Matching Award') which vests only if the Participant remains in employment and retains the Free Shares with the Nominee until the Release Date. The Matching Award was granted under the rules of the Experian Performance Share Plan (as modified by the rules of the Experian Thank You Award 2021 plan) as a conditional award and is not subject to any performance condition.
The Experian Tax-Qualified Employee Share Purchase Plan (the 'ESPP') is an all-employee plan which is intended to obtain favourable tax treatment for US employees.
All employees of any participating subsidiaries must be invited to participate in any offering under the ESPP (other than anybody holding 5% or more of the voting power or value of Experian or the employer) but the Company may decide to invite other Group employees.
All employees must be invited on substantially the same terms but the terms may vary by reference to the employee's remuneration. Invitations can normally only be made within 42 days of the announcement of the Company's results, an annual general meeting or at other times such as following a change in applicable legislation or other exceptional circumstances.
Under the ESPP, employees are granted a right to purchase Experian shares (a 'Purchase Right') at the end of an offering period set by the Company which must be no more than 27 months from the date of grant.
Employees who choose to participate in an offering save by deduction from salary during the offering period and the savings are used to exercise the Purchase Right at the end of the offering period. The price at which shares can be purchased under the Purchase Right is set by the Company for each offering but must not be less than 85% of the lower of the market value of a share on the date of grant of the Purchase Right and at the end of the offering period.
If a participant leaves Experian during an offering period, their Purchase Rights lapse and amounts they have saved are returned to them.
The Company will set minimum and maximum contribution rates for each offering period but no person may be granted a Purchase Right which permits their rights to purchase shares under the ESPP (and Experian plans subject to the same tax regime) to accrue at a rate which exceeds US\$25,000 of the fair market value of such shares (determined at the time the Purchase Right is granted) for each calendar year in which such Purchase Right is outstanding at any time.
Shares can be issued or transferred from treasury under the ESPP. In any ten year period, not more than 10% of the issued ordinary share capital of Experian may be issued or committed to be issued under the ESPP and all other employee share plans operated by Experian. Treasury shares will count towards this limit as long as so required by the Investment Association's guidelines. Any shares issued pursuant to Purchase Rights will rank equally with shares in issue on the date of allotment except in respect of rights arising by reference to a prior record date. No more than 34 million shares may be purchased under the ESPP during its ten year life.
No Purchase Rights may be granted after 22 July 2025.
If there is a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital, the number of shares which can be purchased under each Purchase Right and the price at which they can be purchased will be adjusted. The adjusted total purchase price must be as near as possible to, and must not exceed, the expected contributions during the offering period.
Purchase Rights cannot be transferred except to a participant's personal representatives or designated beneficiary on their death and, subject to local law, are not pensionable.
All outstanding Purchase Rights are exercised immediately before (and conditional upon) a change in control of the Company (as defined in the ESPP) or if a new holding company is put on top of the Company, Purchase Rights may be exchanged for equivalent rights over shares in the holding company.
Experian can amend the rules of the ESPP but prior shareholder approval is required for amendments to certain provisions if they are to the advantage of participants. These provisions relate to: eligibility; individual and plan limits; the basis for determining entitlements to shares; rights attaching to shares; rights in the event of a variation in Experian's share capital; and the amendment powers.
Shareholder approval is not required to make minor amendments to the rules to facilitate the administration of the ESPP, which relate to any change in legislation, or which will obtain or maintain favourable tax, exchange control or regulatory treatments for any participating company or any participant.
Registration will begin at 9.00am on Thursday 21 July 2022 at The Merrion Hotel and the Annual General Meeting will start promptly at 9.30am. Tea, coffee and pastries will be available prior to the meeting.
If you are planning to attend the Annual General Meeting, The Merrion Hotel is in the centre of Dublin city. A map showing the location is on the back of your attendance card.
Please bring the attendance card attached to the proxy form with you if you attend the meeting. It will authenticate your right to attend, speak and vote and will speed up your admission to the meeting.
There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the meeting as a guest of that shareholder.
If you are unable to attend the Annual General Meeting, but would like 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].
Except for any procedural resolution, which may be taken on a show of hands, each of the resolutions to be put to the Annual General Meeting will be taken on a poll rather than on a show of hands. 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.
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 to them.
If you are unable to attend the meeting or wish to register your proxy votes now in relation to the resolutions proposed, you should complete the enclosed proxy form(s) 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 Tuesday 19 July 2022. 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. Returning a completed form of proxy will not prevent you from subsequently attending in person and voting at the meeting.
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. Alternatively, you can use LinkVote+. Shareholders can submit proxy votes as the LinkVote+ app is integrated with the Link Share Portal service.
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.
The proxy appointment and/or voting instructions must be received by Link Market Services (Jersey) Limited by no later than 9.30am on Tuesday 19 July 2022.
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 or proxies 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.
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.
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 12 Castle Street St Helier Jersey JE2 3RT Channel Islands
The Experian Share Portal is a secure online site where you can
It only takes a few minutes to register, just visit www.experianplc.com/shares. Remember to have your 11-digit Investor Code to hand.
www.experianplc.com/shares
Experian Shareholder Services Link Market Services (Jersey) Limited, 12 Castle Street, St Helier, Jersey, JE2 3RT, Channel Islands
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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Improving Financial Health Report 2022 www.experianplc.com/Experian-Improving-Financial-Health-Report-2022
Experian plc website www.experianplc.com
Experian plc Newenham House Northern Cross Malahide Road Dublin 17 D17 AY61 Ireland
T +353 (0) 1 846 9100 www.experianplc.com
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T +1 714 830 7000 www.experian.com
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T +55 11 3004 7728 www.serasaexperian.com.br
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