Experian PLC

AGM Information • Jul 21, 2022

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title: Copy of all resolutions passed by Experian Group Limited (other than resolutions concerning ordinary business) at its Annual General Meeting held on 18 July 2007
author: Ronan Hanna
date: 2021-07-20 09:26:00+00:00

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Experian plc

Annual General Meeting 2022

Special Business

The Annual General Meeting of Experian plc was held on 21 July 2022. In addition to the resolutions concerning Ordinary Business, the following resolutions were passed:

1. Subject to the passing of resolution 13, 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$4,604,003, 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 (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.

(Resolution 13 was duly passed)

1. Subject to the passing of resolution 13, that the directors be authorised, in addition to any authority granted under resolution 15, to allot equity securities (as defined in the articles of association of the Company) wholly for cash under the authority given by resolution 13 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:

(a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US$4,604,003; and

(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 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.

1. To authorise the Company, generally and unconditionally:

(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 92,080,068 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 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

(iv) the authority hereby conferred shall expire on the earlier of 20 October 2023 and the conclusion of the Annual General Meeting of the Company to be held in 2023 (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.