Experian PLC - AGM Information 2012

Experian plc Annual General Meeting 2012

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In the five years since demerger Experian has delivered significant shareholder value.

Sir John Peace Chairman

This document is important and requires your immediate attention

If you are in any doubt as to the action you should take, you are recommended to obtain your own personal financial advice immediately 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 from another appropriately authorised independent financial adviser if you are in a territory outside the UK.

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 relevant purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for transmission to the relevant purchaser or transferee.

Experian plc Annual General Meeting 2012

Highlights

Revenue US$4.5bn

Revenue from continuing activities up 15% and organic revenue growth of 10%, at constant exchange rates.

EBIT US$1,175m

EBIT margin from continuing activities up 50 basis points to 26.2%.

“In the five years since demerger Experian has delivered significant shareholder value. The business today is strongly positioned, more diverse by geography and by industry vertical and is pursuing numerous growth initiatives. Looking ahead, I am confident Experian can build on this success for all its stakeholders.”

Sir John Peace

Benchmark profit before tax US$1,128m

Profit before tax from continuing operations of US$689m, up 5%, and benchmark profit before tax of US$1,128m, up 23%.

Basic EPS US 66.2c

Benchmark earnings per share up 18% to US 78.9c and basic EPS of US 66.2c, up 14%.

Full-year dividend US 32.0c

Dividend per share up 14%.

Chairman

“Experian delivered premium growth in FY12. We met or exceeded our financial objectives, our growth programme is gaining pace and, through the agreement to divest certain non-core activities, we have further sharpened our strategic focus on data and analytics. For the year ahead, we expect to continue to deliver high quality growth, consistent with our core financial objectives to deliver midhigh single-digit organic revenue growth, maintain or improve margin and deliver cash flow conversion of over 90%.”

Don Robert

Chief Executive Officer

Letter from the Chairman

8 June 2012

To holders of ordinary shares

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Dear Shareholder

Annual General Meeting: 18 July 2012

The return of a proxy form will not prevent you from attending the meeting in person and 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. A shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares.

I am writing to you with details of our annual general meeting (‘AGM’) to be held on Wednesday 18 July 2012 at 9.30am at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland.

The directors regard the AGM as an important forum for engagement, particularly with private shareholders, and therefore welcome the opportunity to address any questions that shareholders may have. Shareholders who are unable to attend the AGM in person may submit questions in relation to the business of the meeting beforehand via email to [email protected] or on the reply paid question card attached to the proxy form. All questions will be considered and, if appropriate, addressed at the AGM, via Experian’s website www.experianplc.com or on an individual basis, according to the nature of the question.

The directors have announced a second interim dividend of 21.75c US cents per ordinary share to be paid on 20 July 2012 to holders of ordinary shares in the Company on 22 June 2012. To ensure that certain UK shareholders have the same tax treatment on their dividend as if the Company was based in the UK, income access share arrangements have been put in place by the Company. The mechanics of the income access share 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 2012.

The notice of meeting and notes are set out on pages 2 to 5 of this document. An explanation of the resolutions being proposed at the meeting is set out on pages 6 to 7. Voting at the meeting will be taken on a poll (except for any procedural resolution which may be taken on a show of hands) and I would encourage you to use your vote by attending in person, voting electronically online or completing and returning a proxy form by post. A postage stamp is not required if the proxy form is posted in the UK and, should UK shareholders wish, proxy forms may be placed in an envelope and addressed to the Company’s share registrars. Completed proxy forms should be returned as soon as possible but in any event to arrive by no later than 9.30am on Monday 16 July 2012. Shareholders wishing to vote electronically can do so by registering for the Capita Share Portal service, at www.experianplc.com/shares.

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

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Sir John Peace Chairman

Experian plc (incorporated and registered in Jersey. No. 93905). Corporate headquarters: Newenham House, Northern Cross, Malahide Road, Dublin 17, Ireland. Registered office: 22 Grenville Street, St. Helier, Jersey, JE4 8PX

02 Experian plc Annual General Meeting 2012

Notice of meeting

Notice is hereby given that the 2012 annual general meeting of Experian plc (the ‘Company’) will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland on Wednesday 18 July 2012 at 9.30am.

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

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

Ordinary resolutions

To receive the report of the directors and the financial statements of the Company for the year ended 31 March 2012, together with the report of the auditors.
To approve the report on directors’ remuneration contained in the financial statements and reports of the Company for the year ended 31 March 2012.
To elect Brian Cassin as a director of the Company.
To re-elect Fabiola Arredondo as a director of the Company.
To re-elect Chris Callero as a director of the Company.
To re-elect Roger Davis as a director of the Company.
To re-elect Alan Jebson as a director of the Company.
To re-elect Sir John Peace as a director of the Company.
To re-elect Don Robert as a director of the Company.
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:
(a) US$33,633,474 of relevant securities (as defined in the articles of association of the Company); and
(b) solely in connection with an allotment pursuant to an offer by way of a rights issue (as defined in the articles of association of the Company), US$67,266,947 of relevant securities, comprising equity securities (each as defined in the articles of association of the Company) (such amount to be reduced by the nominal amount of any relevant securities (as defined in the articles of association of the Company) issued under paragraph (a) of this resolution),

with the Allotment Period being the period commencing on 18 July 2012 and ending on the conclusion of the annual general meeting to be held in 2013 or, if earlier, 17 October 2013, 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.

To re-elect Sir Alan Rudge as a director of the Company.
To re-elect Judith Sprieser as a director of the Company.
To re-elect David Tyler as a director of the Company.
To re-elect Paul Walker as a director of the Company.
To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company.
To authorise the directors to determine the remuneration of the auditors.

Special resolutions

Subject to the passing of resolution 16 above, 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$5,045,021 and the Allotment Period shall be the period commencing on 18 July 2012 and ending on the conclusion of the annual general meeting to be held in 2013 or, if earlier, 17 October 2013 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 after such expiry and the directors may allot equity 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.

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 100,900,421 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 stipulated by Article 5 (1) of the Buy-back and Stabilisation Regulation (EC No. 2273/2003);

By order of the Board

Charles Brown Company Secretary 8 June 2012

Corporate headquarters:

Newenham House Northern Cross Malahide Road Dublin 17 Ireland

Registered office:

22 Grenville Street St Helier Jersey JE4 8PX

(iv) the authority hereby conferred shall expire on the earlier of 17 October 2013 and the conclusion of the annual general meeting of the Company to be held in 2013 (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.

04 Experian plc Annual General Meeting 2012

Notes

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 6.00pm on 16 July 2012 shall be entitled to attend or 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 6.00pm on 16 July 2012 shall be disregarded in determining the rights of any person to attend or 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 attend and 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 6.00pm 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 6.00pm on the relevant date shall be disregarded in determining the rights of any person to attend or vote at the meeting.
The following documents will be available for inspection at the Company’s registered office (22 Grenville Street, St Helier, Jersey, JE4 8PX) and at the offices of Linklaters (One Silk Street, London, EC2Y 8HQ) 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:
(i) copies of the service contracts of the executive directors; and
(ii) copies of the letters of appointment of the non-executive directors.
A member entitled to attend and vote at the meeting may appoint a proxy or proxies to attend and, on a poll, to vote in his/ her place. A proxy need not be a member of the Company. If a shareholder wants their proxy to speak on their behalf, they must appoint someone other than the Chairman as their proxy. A shareholder may appoint more than one proxy, provided that the total number of such proxies shall not exceed the total number of shares carrying an entitlement to attend such meeting held by such member. The appointment of a proxy will not preclude members entitled to attend and vote at the meeting (or at any adjournment(s) of the meeting) from doing so in person if they so wish.
A shareholder which is a corporation and which wishes to be represented at the meeting by a person with authority to speak and 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. Under Jersey law, corporations may only appoint one corporate representative. Corporations wishing to allocate their votes to more than one person should use the proxy arrangements.
Any person to whom this notice is sent who is a person nominated to enjoy information rights (a ‘nominated person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. Alternatively, if a nominated person has no such right, or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the relevant shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 3 above does not apply to nominated persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
To be valid, an appointment of proxy must be returned using one of the following methods:
(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 Capita Registrars (Jersey) Limited, c/o Capita Limited, FREEPOST RSBH-UXKS-LRBC, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU; or
(ii) in the case of members who have registered for a Capita Share Portal portfolio with the Company’s registrars, by logging onto their portfolio at www.experianplc.com/shares, clicking on “Company Meetings” and following the online instructions. If requested, the Company’s registrars will send an acknowledgement that the online proxy appointment has been lodged with them; and
(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.

CREST members who wish to appoint a proxy or proxies 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. 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 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/CREST. 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 proxies appointed through CREST should be communicated to the appointee by other means. CREST members and, where applicable, their CREST sponsors or voting service providers 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 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.
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.
As at 30 May 2012 (being the last practical day prior to publication of this notice of meeting), the Company’s issued share capital consisted of 1,029,004,207 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 30 May 2012, the Company held 20,000,000 shares in treasury. Therefore, the total voting rights in the Company as at 30 May 2012 was 1,009,004,207.
Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
A copy of this notice and other relevant shareholder information can be found at www.experianplc.com.
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.

06 Experian plc Annual General Meeting 2012

Appendix

Explanatory notes in relation to the resolutions to be proposed at the annual general meeting.

Resolutions 1 to 16 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 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 their report, the financial statements of the Company for the year ended 31 March 2012 and the report of the auditors.

Resolution 2

This resolution is an advisory shareholder vote on the report on directors’ remuneration, to provide shareholder feedback to the Board.

The results of the Board evaluation were considered at the Board meeting held on 24 January 2012. The directors have concluded that, following this review, the Board and its committees operate effectively and also consider that each director is contributing to the overall effectiveness and success of the Group. Accordingly, the Board recommends each retiring director’s re-election.

Biographical details of the directors, and details of their skills and experience, are set out in the Annual Report 2012, which can be found on the Company’s website at www.experianplc.com/annualreport.

Resolution 14

Auditors have to be appointed at each annual general meeting. PricewaterhouseCoopers LLP has advised of its willingness to stand for re-appointment as the auditors of the Company.

Resolution 15

Resolution 3

In accordance with the Company’s articles of association, any director appointed by the Board since the date of the last annual general meeting shall retire at the next annual general meeting following their appointment. Accordingly, at this year’s annual general meeting, Brian Cassin will retire and, being eligible, will offer himself for election.

Mr Cassin’s biographical details, and details of his skills and experience, are set out in the Annual Report 2012, which can be found on the Company’s website at www.experianplc.com/annualreport.

Resolutions 4 to 13

In accordance with the UK Corporate Governance Code, all other 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 statement in the Annual Report 2012, an evaluation of the performance of the Board and its committees was conducted during the year ended 31 March 2012. The internal evaluation process was led by the Chairman and supported by the Company Secretary. Using online evaluation software, the views of all directors were canvassed in respect of the performance of the Board and, separately, its committees. This process was complemented with separate meetings between each director and the Chairman. The evaluation of the Chairman himself was undertaken by the Deputy Chairman, through consultation with the other directors and the Chief Executive Officer.

The remuneration of the auditors 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 16

The purpose of resolution 16 is to renew the directors’ power to allot shares.

The authority in paragraph (a) will allow the directors to allot new shares and other relevant securities up to an aggregate nominal value of US$33,633,474, 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 2012.

Consistent with guidance issued by the Association of British Insurers concerning directors’ powers to allot share capital in the context of a rights issue, the authority in paragraph (b) will allow the directors to allot new shares and other relevant securities only in connection with a rights issue up to an aggregate nominal value of US$67,266,947 (as reduced by the nominal amount of any relevant securities issued under the authority conferred by paragraph (a)), which is equivalent to approximately two-thirds of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 30 May 2012.

At 30 May 2012, the Company held 20,000,000 ordinary shares in treasury.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share plans. The directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

In the event that the authority in paragraph (b) is exercised, the directors intend to follow emerging best practice as regards its use as issued by the Association of British Insurers.

The authorities sought in paragraphs (a) and (b) of resolution 16 are 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 authorities will each expire at the conclusion of the annual general meeting to be held in 2013 or, if earlier, 17 October 2013.

Resolution 17

The purpose of resolution 17, which is conditional on the passing of resolution 16 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 without offering those equity securities pro rata to existing shareholders up to an aggregate nominal amount of US$5,045,021, representing approximately 5% of the Company’s issued ordinary share capital, exclusive of treasury shares, as at 30 May 2012, the latest practical date before publication of this notice. In accordance with the guidelines issued by the UK Pre-Emption Group, the Board confirms its intention that no more than 7.5% of the issued ordinary share capital of the Company will be issued for cash on a non-pre-emptive basis during any rolling three year period.

If granted, this authority will expire on the earlier of 17 October 2013 and the conclusion of the annual general meeting to be held in 2013.

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 the resolution 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).

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 gives the Company the ability to reissue them quickly and cost effectively and provides additional flexibility in the management of 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 2012, the Company held 20,000,000 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 17 October 2013 and the conclusion of the annual general meeting to be held in 2013.

As at 30 May 2012, there were options outstanding over 43,052,452 ordinary shares representing 4.27% 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 43,052,452 would represent 4.74% of the issued ordinary share capital, exclusive of treasury shares, at that date.

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 100,900,421 ordinary shares, being approximately 10% of the issued ordinary share capital, exclusive of treasury shares, as at 30 May 2012. 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

08 Experian plc Annual General Meeting 2012

Information for shareholders

Time and location of the meeting

Registration will commence at 9.00am on Wednesday 18 July 2012 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 located in the centre of Dublin city. A map showing the location of the venue is set out on the back of your attendance card.

Attendance at the meeting

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.

Shareholders with disabilities

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.

Questions

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 form attached to the proxy form or by submitting a question via email to [email protected].

Voting arrangements

Save 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 in order for shareholders 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 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 nomination should apply to the Company’s registrars, Capita Registrars (Jersey) Limited, at the address below giving details of the nominated person including their relationship with them.

Action to be taken

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 and return it to the Company’s registrars, Capita Registrars (Jersey) Limited, at the address shown on the proxy form, to be received by no later than 9.30am on Monday 16 July 2012 . A postage stamp is not required for the proxy form if posted in the UK and, should UK shareholders wish, proxy forms may be placed in an envelope and addressed to the Company’s registrars. A postage stamp is required for the proxy form if not posted in the UK. Returning a completed form of proxy will not prevent you from subsequently attending in person and voting at the meeting.

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 Capita 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 Capita Registrars (Jersey) Limited by no later than 9.30am on Monday 16 July 2012 .

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.

You will need to have your form of proxy to hand when you log on as it contains information which is required during the process.

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.

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

Capita Registrars (Jersey) Limited maintains the Company’s register of members. They provide a telephone helpline service (telephone number + 44 (0) 800 141 2952 or 0871 664 9245 for calls within the UK). If you have any queries about the annual general meeting or about your shareholding, please contact Capita Registrars (Jersey) Limited at the following address:

Capita Registrars (Jersey) Limited PO Box 532 St Helier Jersey JE4 5UW

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Corporate

headquarters

Experian plc Newenham House Northern Cross Malahide Road Dublin 17 Ireland

T +353 (0) 1 846 9100 F +353 (0) 1 846 9150

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Operational headquarters

Corporate office

Experian Landmark House Experian Way NG2 Business Park Nottingham NG80 1ZZ United Kingdom

Experian Cardinal Place 80 Victoria Street London SW1E 5JL United Kingdom

T +44 (0) 115 941 0888 F +44 (0) 115 828 6341

T +44 (0) 20 304 24200 F +44 (0) 20 304 24250

Company website www.experianplc.com Annual Report 2012 www.experianplc.com/annualreport

Serasa Experian Alameda dos Quinimuras, 187 CEP 04068-900 Planalto Paulista São Paulo Brazil

Experian

475 Anton Boulevard Costa Mesa CA 92626 United States

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