Proxy Solicitation & Information Statement • Apr 23, 2018
Proxy Solicitation & Information Statement
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Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders:
The Chairman of Informa PLC invites you to attend the Annual General Meeting of the Company to be held at Number Twenty, Grosvenor Street, London, W1K 4QJ on Friday 25 May at 11.00 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
| Cast your Proxy onlinelt's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. |
Control Number: 914985 SRN: PIN: |
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| View the Annual Report and Notice of Annual General Meeting online: www.informa.com |
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To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 May 2018 at 11.00 am.
3. The 'Vote Withheld' option overleaf is provided to enable you to 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 the calculation of the proportion of the votes 'For' and 'Against' a resolution.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | ||
|---|---|---|
| For | Against | Vote Withheld |
|
|---|---|---|---|
| Ordinary Resolutions 1. To receive the Annual Report and Financial Statements of the Company for the year ended 31 December 2017 (the "Accounts") and the report of the Directors and Auditor on such Accounts. |
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| 2. To declare a Final Dividend for the year ended 31 December 2017 of 13.8 pence per ordinary share. |
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| 3. To approve the Directors' Remuneration Policy, the text of which is set out on pages 97 to 104 of the Accounts and in Appendix 1 to the Notice. |
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| 4. To approve the Directors' Remuneration Report for 2017 (excluding the Directors' Remuneration Policy), the full text of which is set out on pages 105 to 113 of the Accounts. |
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| 5. To re-elect Derek Mapp as a Director. | |||
| 6. To re-elect Stephen A. Carter as a Director. | |||
| 7. To re-elect Gareth Wright as a Director. | |||
| 8. To re-elect Gareth Bullock as a Director. | |||
| 9. To re-elect Cindy Rose as a Director. | |||
| 10. To re-elect Helen Owers as a Director. | |||
| 11. To re-elect Stephen Davidson as a Director. | |||
| 12. To re-elect David Flaschen as a Director. | |||
| 13. To re-elect John Rishton as a Director. |
| For | Against | Withheld | |
|---|---|---|---|
| 14. To reappoint Deloitte LLP, Chartered Accountants and Statutory Auditors, as Auditor of the Company until the conclusion of the next AGM at which accounts are laid before the Company. |
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| 15. To authorise the Audit Committee to determine the remuneration of the Auditor. |
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| 16. To authorise political donations and expenditure. | |||
| 17. To authorise the Directors to allot shares. | |||
| 18. To approve the amendments to the 2014 Long-Term Incentive Plan. | |||
| 19. To approve the amendments to the Informa plc 2017 U.S. Employee Stock Purchase Plan. |
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| 20. To approve an increase to the aggregate sum that may be paid as Non-Executive Directors' fees per year, as set out in the Company's articles of association, from £1,000,000 to £1,500,000. |
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| Special Resolutions | |||
| 21. To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital. |
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| 22. To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital. |
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| 23. To authorise the Company to purchase its own shares. | |||
| 24. That the Directors be authorised to call general meetings (other than an Annual General Meeting) on not less than 14 clear days' notice. |
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In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Do not insert your own name(s).
| * |
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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Informa PLC to be held at Number Twenty, Grosvenor Street, London, W1K 4QJ on 25 May 2018 at 11.00 am, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please use a black pen. Mark with an X inside the box as shown in this example. 8
Vote
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
| Ordinary Resolutions | For | Against | Vote Withheld | |
|---|---|---|---|---|
| 1. | To receive the Annual Report and Financial Statements of the Company for the year ended 31 December 2017 (the "Accounts") and the report of the Directors and Auditor on such Accounts. |
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| 2. | To declare a Final Dividend for the year ended 31 December 2017 of 13.8 pence per ordinary share. |
|||
| 3. | To approve the Directors' Remuneration Policy, the text of which is set out on pages 97 to 104 of the Accounts and in Appendix 1 to the Notice. |
|||
| 4. | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), the full text of which is set out on pages 105 to 113 of the Accounts. |
|||
| 5. | To re-elect Derek Mapp as a Director. | |||
| 6. | To re-elect Stephen A. Carter as a Director. | |||
| 7. | To re-elect Gareth Wright as a Director. | |||
| 8. | To re-elect Gareth Bullock as a Director. | |||
| 9. | To re-elect Cindy Rose as a Director. | |||
| 10. | To re-elect Helen Owers as a Director. | |||
| 11. | To re-elect Stephen Davidson as a Director. | |||
| 12. | To re-elect David Flaschen as a Director. |
| For | Against | Vote Withheld | ||
|---|---|---|---|---|
| 13. | To re-elect John Rishton as a Director. | |||
| 14. | To reappoint Deloitte LLP, Chartered Accountants and Statutory Auditors, as Auditor of the Company until the conclusion of the next AGM at which accounts are laid before the Company. |
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| 15. | To authorise the Audit Committee to determine the remuneration of the Auditor. |
|||
| 16. | To authorise political donations and expenditure. | |||
| 17. | To authorise the Directors to allot shares. | |||
| 18. | To approve the amendments to the 2014 Long-Term Incentive Plan. |
|||
| 19. | To approve the amendments to the Informa plc 2017 U.S. Employee Stock Purchase Plan. |
|||
| 20. | To approve an increase to the aggregate sum that may be paid as Non-Executive Directors' fees per year, as set out in the Company's articles of association, from £1,000,000 to £1,500,000. |
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| Special Resolutions ________ | ||||
| 21. | To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital. |
|||
| 22. | To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital. |
|||
| 23. | To authorise the Company to purchase its own shares. | |||
| 24. | That the Directors be authorised to call general meetings (other than an Annual General Meeting) on not less than 14 clear days' notice. |
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I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
DD / MM / YY
| ۰, | . ۰, × × × ۰. |
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| ---- | ------------------------------ | -- |
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
E X T 1 4 5 1 0 2 I F O
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