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Experian PLC AGM Information 2012

Nov 2, 2012

5146_rns_2012-11-02_75750fe8-8d31-4b09-ba97-4fcc85a127e2.pdf

AGM Information

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THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the UK Financial Services and Markets Act 2000 if you are in the UK or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Shares, please send this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

(Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 93905)

Proposed acquisition of an additional 29.6 per cent. interest in the issued share capital of Serasa S.A. and Notice of Extraordinary General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Experian plc (''Experian'') which is set out on pages 4 to 6 of this document and which recommends you to vote in favour of the Resolution to be proposed at the Extraordinary General Meeting referred to below.

Notice of an Extraordinary General Meeting of Experian to be held at Newenham House, Northern Cross, Malahide Road, Dublin 17, Ireland at 12 noon on 20 November 2012 is set out on pages 10 to 12 of this document. A Form of Proxy for use at the Extraordinary General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by Experian's Registrars, Capita Registrars (Jersey) Limited c/o Capita Registrars, FREEPOST RSBH-UXKS-LRBC, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU as soon as possible but, in any event, so as to arrive no later than 12 noon on 18 November 2012. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.

The Transaction is conditional, amongst other things, on the approval of Shareholders at the Extraordinary General Meeting.

A summary of the action to be taken by Shareholders is set out on page 6 of this document and in the notice of the Extraordinary General Meeting.

Goldman Sachs International, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Experian and no-one else in connection with the Transaction and will not be responsible to any other person other than Experian for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the contents of this document or the Transaction.

CONTENTS

PAGE
Part I: Letter from the Chairman of Experian 4
Part II: Additional information
7
Definitions
Notice of Extraordinary General Meeting

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this document are UK and Ireland times unless otherwise stated

Latest time and date for receipt of Forms of Proxy
.
12 noon on 18 November 2012
Extraordinary General Meeting 12 noon on 20 November 2012
Expected date of Completion
.
By 31 December 2012

PART I

LETTER FROM THE CHAIRMAN OF EXPERIAN plc

(Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 93905)

Corporate headquarters:

Newenham House Northern Cross Malahide Road Dublin 17 Ireland

Registered office:

22 Grenville Street St. Helier Jersey JE4 8PX

2 November 2012

To Shareholders

Proposed acquisition of an additional 29.6 per cent. interest in the issued share capital of Serasa S.A.

Dear Shareholder

1 Introduction

Experian currently indirectly holds 70% of the issued share capital of Serasa. On 23 October 2012 Experian announced that it had entered into a conditional agreement to acquire a further 29.6% interest in Serasa to take its holding in Serasa to 99.6% (the ''Transaction''). The agreed consideration is R\$3.1bn (US\$1.5bn) in cash, plus a cash adjustment to the date of completion, and will be fully funded through cash resources and committed existing bank facilities.

Experian is purchasing the 29.6% interest from a bank group comprising BIU (which is owned 67% by Itau Unibanco and 33% by Bradesco), Santander, HSBC Brasil and BMC (a subsidiary of ´ Bradesco).

BIU is classified as a related party of Experian under the Listing Rules as it is a substantial shareholder in Serasa, a subsidiary of Experian. Therefore the acquisition of BIU's 24.4% interest in Serasa is classified as a related party transaction under the Listing Rules (the ''Related Party Transaction''). As such, the Transaction is conditional, amongst other things, on Shareholder approval of the Related Party Transaction, which will be sought at an Extraordinary General Meeting convened for 20 November 2012. The Transaction is also conditional on approval by the competition authorities in Brazil.

The purpose of this Circular is to: (i) explain the background to and reasons for the Transaction; (ii) explain why the Board unanimously considers the Transaction to be fair and reasonable so far as the Shareholders are concerned and to be in the best interests of the Shareholders as a whole; and (iii) recommend that you vote in favour of the Resolution to be proposed at the Extraordinary General Meeting.

2 Background to and reasons for the Transaction

Serasa is one of the largest credit bureaux in the world and is the market leader in Brazil, with approximately 60% market share. Founded in 1968, Serasa owns the most extensive databases in Brazil on the credit behaviour of consumers and companies. It plays an active role in most credit and business related decisions made in Brazil on a daily basis. Its data-gathering capabilities are extensive, sourcing data from a network of Brazilian banking, commercial and judicial organisations. Serasa's databases include payment practices, public defaults, social and demographic information and economic and financial information.

Serasa has performed strongly under Experian's ownership, delivering, on average, annual revenue growth of 20% and EBIT growth of 28% over the last three years in constant currency. In Experian's consolidated financial statements for the year ended 31 March 2012, Serasa generated revenues of R\$1,479m (US\$870m) and EBIT of R\$531m (US\$312m). In recent trading, Serasa has continued to perform well and in line with Experian's expectations. Serasa reported gross assets of R\$1,428m (US\$840m) in its financial statements at 31 March 2012.

Experian acquired an initial 65% stake in Serasa in June 2007 and subsequently increased its stake to 70% in October 2007. At the time the initial stake was acquired, put and call provisions were entered into over the minority shareholding of the Banks. These became exercisable in June 2012, following which time Experian has sought a negotiated settlement which extends pre-existing commercial and data supply arrangements.

In addition to the agreed cash consideration, Experian and the Banks have agreed an:

  • extension of existing agreements to provide negative data and commitments for the provision of positive data once the applicable law is fully operational; and
  • extension of minimum purchase guarantees.

Experian believes these extensions to existing arrangements will continue to underpin its core data assets and further assist in leveraging the full Experian product suite in Brazil. This opportunity is further augmented as the Brazilian government has recently enacted legislation and published rules for collection and use of positive data. This will support the continuation of Serasa's strong growth trajectory in Brazil.

The Serasa business has been developed by diversifying its activities such that it is now an established beachhead from which Experian can expand further in Latin America.

Experian sees significant potential for future growth in Brazil and is continuing to invest capital through this Transaction that increases its exposure to this region.

Furthermore:

  • the Serasa management team will remain unchanged following completion of the transaction;
  • the transaction is expected to be earnings enhancing in the year ending 31 March 2013 and thereafter; and
  • the agreed consideration will be fully funded through existing cash resources and committed bank facilities, drawn predominantly in United States Dollars. Experian does not currently intend to undertake borrowings in Brazilian Real.

3 Terms of the Transaction

On 22 October 2012, Experian and Experian Brasil entered into the Transaction with, amongst others, the Selling Shareholders pursuant to which Experian Brasil agreed to purchase all of the shares held by the Selling Shareholders in Serasa (in aggregate totalling 1,103,471 shares being 29.6% of the share capital of Serasa).

The purchase price is R\$2,809.32 for each of the shares in Serasa, plus a cash adjustment to the date of completion (calculated by reference to SELIC). The total purchase price is R\$3.1bn (US\$1.5bn), plus a cash adjustment to the date of completion.

Pursuant to the Transaction Agreement, the 909,079 shares in Serasa currently held by BIU (24.4% of the share capital of Serasa) will be sold to Experian Brasil for R\$2.6bn (US\$1.3bn).

The purchase and sale of the shares in Serasa under the Transaction Agreement is conditional upon: (i) Experian obtaining the approval of its Shareholders at the Extraordinary General Meeting; and (ii) the approval of the competition authorities in Brazil.

In addition, each of the parties has given representations and warranties as to capacity and authority. The Transaction Agreement is also conditional upon such representations and warranties continuing to be true up to completion and the payment of a dividend for the quarter ended 30 September 2012.

The terms of the Transaction Agreement also include the extension of a non-compete period which restricts the Selling Shareholders, Bradesco, Itau Unibanco, Santander (Brasil) and their respective ´ affiliates from engaging in certain competing activities with Serasa for up to 36 months (subject to certain early termination provisions) following consummation of the Transaction.

In addition to the Transaction, separately, each of the Banks has agreed with Serasa to maintain and extend their respective existing commercial relationships. The Banks have committed to purchase a minimum amount of products and services per year from Serasa (using a revised methodology) and to continue to provide certain data to Serasa. In addition, Serasa has agreed to offer to the Banks the services that it generally provides to the Brazilian banking market.

Risk factor relating to the Transaction

As noted above, completion of the Transaction is conditional upon: (i) the passing of the Resolution to be proposed at the Extraordinary General Meeting; and (ii) the receipt of approval of the competition authorities in Brazil. There can be no assurance that these conditions will be satisfied.

4 Extraordinary General Meeting

As the acquisition of BIU's 24.4% interest in Serasa is classified as a related party transaction under the Listing Rules, completion of the Transaction is conditional upon Shareholders' approval of the Related Party Transaction being obtained at the Extraordinary General Meeting. Accordingly, you will find set out at the end of this document a notice convening an Extraordinary General Meeting to be held at Newenham House, Northern Cross, Malahide Road, Dublin 17, Ireland at 12 noon on 20 November 2012 at which the Resolution will be proposed to approve the Related Party Transaction.

In accordance with the Listing Rules, BIU will not vote on the Resolution to be proposed at the Extraordinary General Meeting and BIU has undertaken to take all reasonable steps to ensure that its associates (including Itau Unibanco) will not vote on the Resolution. ´

5 Action to be Taken

You will find enclosed a Form of Proxy for use at the Extraordinary General Meeting. Whether or not you intend to be present at the Extraordinary General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by Experian's Registrars, Capita Registrars (Jersey) Limited c/o Capita Registrars, FREEPOST RSBH-UXKS-LRBC, 34 Beckenham Road, Beckenham, Kent, UK, BR3 4TU no later than 12 noon on 18 November 2012. The return of a Form of Proxy will not prevent you from attending the meeting and voting in person if you wish. Shareholders wishing to vote electronically can do so by registering for the Capita Share Portal service at www.experianplc.com/ shares.

6 Further information

Your attention is drawn to the further information contained in Part II of this document.

7 Recommendation

The Directors of Experian, who have been so advised by Goldman Sachs International, consider the terms of the Related Party Transaction to be fair and reasonable so far as the Shareholders of the Company are concerned. In providing its financial advice, Goldman Sachs International has taken into account the Directors' commercial assessment of the Related Party Transaction.

The Board considers the Transaction and the Related Party Transaction to be in the best interests of the Shareholders as a whole and unanimously recommends Shareholders to vote in favour of the Resolution, as the Directors intend to do so in respect of their own beneficial holdings of 3,301,452 Shares, representing approximately 0.3% of the Company's existing issued ordinary share capital, exclusive of Shares held in treasury as at 31 October 2012, being the latest practicable date prior to publication of this document.

Yours faithfully

30OCT201215465655

Sir John Peace Chairman

PART II

ADDITIONAL INFORMATION

1 Company

The Company was incorporated and registered in Jersey on 30 June 2006 under the Companies (Jersey) Law 1991 as a public company limited by shares with registered number 93905. The corporate headquarters of the Company is at Newenham House, Northern Cross, Malahide Road, Dublin 17, Ireland, the registered office of the Company is at 22 Grenville Street, St. Helier, Jersey, JE4 8PX, and its telephone number is +353 (0) 1 846 9100.

2 Major Shareholders

As at 31 October 2012 (being the latest practicable date prior to the publication of this document) the Company had been notified of the following holdings in the Company's issued ordinary share capital exclusive of treasury shares pursuant to DTR 5 (each, a ''Notifiable Interest''):

Shareholder Number of
shares
Number of
voting rights
Percentage of voting
rights attached to
the issued ordinary
share capital notified
(exclusive of treasury
shares)
BlackRock, Inc.
55,911,695 55,911,695 5.57%
Artisan Partners Limited Partnership
50,901,871 50,901,871 4.98%
Legal & General Group plc
40,756,800 40,756,800 3.97%
The Capital Group Companies, Inc.
32,286,000 32,286,000 3.1979%

Save as set out above, the Company is not aware of any other Notifiable Interests.

3 Material contracts

The Transaction Agreement described in paragraph 3 of the Chairman's letter in Part I of this document is the only contract which the Shareholders would reasonably require in making a properly informed assessment of how to vote on the Resolution.

4 Significant changes

There has been no significant change in the financial or trading position of the Group since 31 March 2012, the date to which the last published audited financial statements were prepared.

5 Consent

Goldman Sachs International has given and not withdrawn its written consent to the inclusion of its name in this document in the form and context in which it is included.

6 Documents available for inspection

Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 22 Grenville Street, St Helier, Jersey, JE4 8PX and at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom up to and including the date of the Extraordinary General Meeting:

  • (a) the Memorandum and Articles of Association of the Company;
  • (b) the Transaction Agreement;
  • (c) the consent letter referred to in paragraph 5 above;
  • (d) the consolidated audited accounts of the Group for each of the two financial years ended 31 March 2011 and 31 March 2012; and
  • (e) this document and the Form of Proxy.

DEFINITIONS

The following definitions apply throughout this document, unless stated otherwise:

Banks Itau Unibanco, Bradesco, Santander (Brasil) and HSBC Brasil
´
BIU BIU Participac¸oes S.A. (which is owned by Ita
˜
u Unibanco and
´
Bradesco)
BMC Banco Bradesco Financiamentos S.A., a subsidiary of Bradesco
Board the board comprising the Directors
Bradesco Banco Bradesco S.A.
Company or Experian Experian plc, a company incorporated in Jersey with registered
number 93905
Completion completion of the Transaction in accordance with the Transaction
Agreement
Directors the directors of the Company
DTR the UK Disclosure and Transparency Rules made by the FSA
pursuant to Part 6 of FSMA
Experian Brasil Experian Brasil LTDA, a company incorporated in Brazil enrolled
with the Brazilian National Registry of Legal Entities of the
Ministry of Finance under number 03.673.698/0001-02
Extraordinary General Meeting the extraordinary general meeting of the Company to be held at
Newenham House, Northern Cross, Malahide Road, Dublin 17,
Ireland on 20 November 2012 at 12 noon (or any adjournment
thereof), notice of which is set out at the end of this document
Form of Proxy the form of proxy accompanying this document for use by
Shareholders in relation to the Extraordinary General Meeting
FSA the UK Financial Services Authority
FSMA UK Financial Services and Markets Act 2000
Goldman Sachs International Goldman Sachs International, a company incorporated in England
with registered number 02263951
Group the Company and its subsidiary undertakings
HSBC Brasil HSBC Finance (Brasil) S.A.–Banco Multiplo ´
Itau Unibanco
´
Ita
u Unibanco S.A.
´
Listing Rules means the UK Listing Rules issued and maintained by the FSA
under Part VI of FSMA
Officer means any duly appointed officer of the Company
Related Party Transaction the acquisition by Experian of BIU's 24.4% interest in Serasa, as
described in section 1 of the Chairman's letter
Resolution the ordinary resolution to approve the Related Party Transaction
and the Transaction as set out in the notice of Extraordinary
General Meeting at the end of this document
Santander (Brasil) Banco Santander (Brasil) S.A.
Santander Santusa Holding S.L., an affiliate of Grupo Santander
Selling Shareholders BIU, Santander, HSBC Brasil and BMC
Serasa Serasa S.A., a company incorporated in Brazil enrolled with the
CNPJ/MF under number 62.173.620/0001-80
Shares the ordinary shares of 10 US cents each in the capital of the
Company
Shareholders the holders of the Shares
Transaction the proposed transaction as defined in the Chairman's letter at
the beginning of this document
Transaction Agreement the stock purchase agreement described in Part I of this
document

Other

Currencies and conversion rate

Throughout this document R\$ means the Brazilian Real and US\$ means the United States Dollar. Where amounts in this document are presented in both R\$ and US\$, the US\$ amount has been calculated based on a US\$/R\$ exchange rate of:

  • 2.03, which was the rate on 31 October 2012, for amounts relating to the total purchase price; and
  • 1.70 for amounts quoted for the year ended 31 March 2012.

EXPERIAN plc

(Incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 93905)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING of Experian plc (the ''Company'') will be held at Newenham House, Northern Cross, Malahide Road, Dublin 17, Ireland on 20 November 2012 at 12 noon to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution.

Ordinary resolution

THAT the Related Party Transaction and the Transaction, on the terms set out in the Transaction Agreement (as such terms are defined in the circular to shareholders dated 2 November 2012 (the ''Circular'')), be and are hereby approved and the Directors (or a committee of the Directors), individual Directors or Officers, as appropriate, be and are hereby authorised to waive, amend, vary or extend any of the terms of the Transaction Agreement (provided that any such waivers, amendments, variations or extensions are not of a material nature) and to do all things as they may consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Related Party Transaction and the Transaction and any matters incidental to the Related Party Transaction and the Transaction.

By order of the Board,

Charles Brown Company Secretary 2 November 2012

Corporate headquarters:

Newenham House Northern Cross Malahide Road Dublin 17 Ireland

Registered office:

22 Grenville Street St Helier Jersey JE4 8PX

Notes

    1. 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 18 November 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 18 November 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.
    1. 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 of the Extraordinary General Meeting 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.

    1. 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.
    1. 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.
    1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 2 above does not apply to nominated persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
    1. 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 Registrars, 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; or
  • (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.

  1. 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/site/public/EUI. 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/site/public/EUI. 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

    1. 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.
    1. 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.
    1. As at 31 October 2012 (being the last practicable date prior to publication of this notice of meeting), the Company's issued share capital consisted of 1,029,996,984 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 31 October 2012, the Company held 20,000,000 shares in treasury. Therefore, the total voting rights in the Company as at 31 October 2012 was 1,009,996,984.
    1. 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, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
    1. A copy of this notice and other relevant shareholder information can be found at www.experianplc.com.

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