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Experian PLC — AGM Information 2014
Jun 6, 2014
5146_agm-r_2014-06-06_92d3d2d4-684e-45af-b884-f5348a46875d.pdf
AGM Information
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Experian
Experian plc
Annual General Meeting 2014

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.
Experian • Highlights
Highlights
Revenue
US$4.8bn
Total revenue from continuing activities up 7% and organic revenue growth of 5%, at constant exchange rates.
EBIT
US$1.3bn
EBIT margin from continuing activities up 30 basis points to 27.4%.
Benchmark profit before tax
US$1.2bn
Profit before tax from continuing operations of US$1,049m, and benchmark profit before tax of US$1,232m, up 4%.
Basic EPS
76.8 USc
Benchmark earnings per share up 8% to US91.7c.
Full year dividend
37.50 USc
Dividend per share up 8%.
> “Experian delivered another year of good progress with organic revenue growth across all four regions and business lines. Decision Analytics was a stand-out performer, as was UK Consumer Services, as we continue to reap benefits from investments made in earlier years. The two key acquisitions completed during the year, Passport Health and 41st Parameter, are performing well. With further margin improvements, we delivered good growth in earnings, and we had an outstanding cash outcome, again demonstrating the fundamental strength of our business model and our broad portfolio.”
Looking ahead, we have made significant investments which continue to strengthen our core business and which will sustain premium growth into the future. In the short term, we face a number of one-off headwinds, most notably a subdued trading environment in Brazil over the World Cup and the revenue impact of the changes we are driving in North American Consumer Services, which together will constrain growth in the first half. We expect a return to more normal levels of organic revenue growth as the second half of the year progresses. We expect at least to maintain margins for the year, to deliver growth in earnings per share and to exceed 90% cash flow conversion.”
Don Robert
Chief Executive Officer
Experian • Letter from the Chairman | 01
Letter from the Chairman
6 June 2014 To holders of ordinary shares

Dear Shareholder
Annual General Meeting: 16 July 2014
I am writing to you with details of our annual general meeting ('AGM') to be held on Wednesday 16 July 2014 at 9.30am at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland.
The directors regard the AGM as an important forum for engaging with shareholders, particularly private shareholders, and we welcome your questions. If you cannot attend the AGM in person, you may submit questions relating to 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, depending on the nature of the question.
The notice of meeting and notes are set out on pages 2 to 4 of this document. An explanation of the resolutions being proposed at the meeting is set out on pages 5 to 8. Voting at the meeting 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 online or completing and returning a proxy form by post. If you are a UK shareholder, 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. You should return your completed form as soon as possible but it must arrive no later than 9.30am on Monday 14 July 2014. Returning a proxy form will not prevent you from attending the meeting in person. If you wish to vote electronically, you can do so by registering for the Capita Share Portal service, at www.experianplc.com/shares.
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 26.00 US cents per ordinary share to be paid on 25 July 2014 to holders of the Company's ordinary shares on 27 June 2014. 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 2014.
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

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
Experian • Notice of Annual General Meeting
Notice of Meeting
Notice is hereby given that the 2014 annual general meeting of Experian plc (the ‘Company’) will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, Ireland on Wednesday 16 July 2014 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 annual report and the financial statements of the Company for the year ended 31 March 2014, together with the report of the auditors.
- To approve the report on directors’ remuneration (excluding the directors’ remuneration policy set out on pages 79 to 85 of the report) contained in the annual report and financial statements of the Company for the year ended 31 March 2014.
- To approve the directors’ remuneration policy set out on pages 79 to 85 of the report on directors’ remuneration contained in the annual report and financial statements of the Company for the year ended 31 March 2014.
- To elect Jan Babiak as a director of the Company.
- To re-elect Fabiola Arredondo as a director of the Company.
- To re-elect Brian Cassin 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 Deirdre Mahlan as a director of the Company.
- To re-elect Don Robert as a director of the Company.
- To re-elect George Rose as a director of the Company.
- To re-elect Judith Sprieser 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.
- 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 US$33,122,885 of relevant securities (as defined in the articles of association of the Company) and the Allotment Period shall be the period commencing on 16 July 2014 and ending on the conclusion of the annual general meeting to be held in 2015 or, if earlier, 15 October 2015, 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.
Experian • Notice of Annual General Meeting | 03
Special resolutions
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Subject to the passing of resolution 16, 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-pre-emptive Amount (as defined in the articles of association of the Company) shall be US$4,968,433 and the Allotment Period shall be the period commencing on 16 July 2014 and ending on the conclusion of the annual general meeting to be held in 2015 or, if earlier, 15 October 2015 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.
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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 99,368,656 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);
(iv) the authority hereby conferred shall expire on the earlier of 15 October 2015 and the conclusion of the annual general meeting of the Company to be held in 2015 (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.
By order of the Board
Charles Brown Company Secretary 6 June 2014
Corporate headquarters:
Newenham House Northern Cross Malahide Road Dublin 17 Ireland
Registered office:
22 Grenville Street St Helier Jersey JE4 8PX
Experian • Notes
Notes
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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 14 July 2014 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 14 July 2014 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.
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The following documents will be available for inspection at the Company's registered office (22 Grenville Street, St Helier, Jersey, JE4 8PX, Channel Islands) and at the offices of Linklaters (One Silk Street, London, EC2Y 8HQ, United Kingdom) 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 directors.
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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.
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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.
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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.
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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.
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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 Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom; or (ii) in the case of members who have registered for the Capita Share Portal service with the Company's registrars, by logging onto their portfolio at www.experianplc.com/shares, and following the voting instructions, shareholders will be able to register their proxy online. If requested, the Company's registrars will send an acknowledgment 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.
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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 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. 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.
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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.
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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.
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As at 29 May 2014 (being the last practical day prior to publication of the notice of meeting), the Company's issued share capital consisted of 1,031,644,979 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 29 May 2014, the Company held 37,958,421 shares in treasury. Therefore, the total voting rights in the Company as at 29 May 2014 was 993,686,558.
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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.
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A copy of this notice and other relevant shareholder information can be found at www.experianplc.com.
Experian • Appendix 05
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 the annual report and the financial statements of the Company for the year ended 31 March 2014, together with the report of the auditors.
Resolution 2
Resolution 2 is an advisory shareholder vote on the report on directors' remuneration (excluding the directors' remuneration policy set out on pages 79 to 85 of the report) contained within the Annual Report 2014, to provide shareholder feedback to the Board.
Resolution 3
Experian plc is a Jersey-incorporated company and is therefore not subject to the UK company law requirement to submit its directors' remuneration policy report to a binding vote. However, the Company has voluntarily adopted the new remuneration reporting format in the 'UK Department of Business Innovation & Skills Directors' Remuneration Reporting Regulations' (i.e. The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 (SI 2013/1981) which came into force on 1 October 2013) and is submitting the directors' remuneration policy (set out on pages 79 to 85 of the report on directors' remuneration contained within the Annual Report 2014) to shareholders for consideration, as an advisory shareholder vote. In line with the Company's commitment to good corporate governance, the Board will take due notice of shareholder feedback on the policy vote (including engagement with major shareholders, in the event of the vote not being successful) and the Board intends to operate in line with the approved policy. The Company would seek a further advisory vote from its shareholders should the current policy change or, if earlier, in three years' time.
Resolutions 4 to 13
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, Jan Babiak will retire and, being eligible, will offer herself for election.
Sir John Peace, Sir Alan Rudge and Chris Callero will not be put forward for re-election, as they will retire as directors with effect from the conclusion of the annual general 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 2014, a comprehensive external evaluation of the performance of the Board and its committees was carried out during the year ended 31 March 2014. The evaluation took place in early 2014, with evaluation meetings held with Board members, the Company Secretary and certain other regular Board or committee attendees. This process was complemented with separate meetings between each director and the Chairman in order to evaluate their performance. The evaluation of the Chairman himself was undertaken by the Deputy Chairman, through consultation with the other directors and the Chief Executive Officer.
A report on the evaluation was circulated to directors ahead of, and considered at, the Board meeting held in March 2014. A summary of the evaluation, including 2014/15 objectives for improving Board effectiveness, is described in the corporate governance report in the Annual Report 2014. The Board continues to operate effectively and each director contributes to the overall effectiveness and success of the Group. Accordingly, the Board recommends each retiring director's election/re-election.
Biographical details of the directors being offered for election/re-election, including details of their skills and experience, are set out on pages 7 and 8 of this document.
Experian • Appendix
Appendix continued
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
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 authority of the directors to allot new shares and other relevant securities, this year up to an aggregate nominal value of US$33,122,885, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 29 May 2014.
At 29 May 2014, the Company held 37,958,421 ordinary shares in treasury.
The authority sought in resolution 16 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 2015 or, if earlier, 15 October 2015.
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$4,968,433, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares, as at 29 May 2014, the latest practical date before publication of this notice. In accordance with the guidelines issued by the 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 15 October 2015 and the conclusion of the annual general meeting to be held in 2015.
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).
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 99,368,656 ordinary shares, being approximately 10% of the issued ordinary share capital, exclusive of treasury shares, as at 29 May 2014. 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 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.
On 7 May 2014, the Company announced share repurchases during the year ending 31 March 2015 in respect of employee share plan awards which will vest during the year. On 27 May 2014, 2,168,198 shares were transferred from treasury to RBC cees International Limited for nil consideration, to be used to meet obligations under employee share plans. As at 29 May 2014, the latest practicable date prior to publication of this notice, the Company held 37,958,421 shares in treasury, which incorporates the transfer mentioned above and includes shares held in treasury prior to 7 May 2014.
If granted, this authority will expire on the earlier of 15 October 2015 and the conclusion of the annual general meeting to be held in 2015.
As at 29 May 2014, there were options outstanding over 28,253,542 ordinary shares representing 2.84% 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 28,253,542 would represent 3.16% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date.
Experian • Biographies 07
Biographies
Don Robert, Chief Executive Officer (54)
Appointed: 6 July 2006
Other current roles: Non-executive director – Compass Group PLC. Director and trustee – National Education and Employer Partnership Taskforce. Trustee – Sage Hill School, California
Previous roles: Chief Executive Officer – Experian North America. Various senior roles – The First American Corporation. President – Credco, Inc. Various – US Bancorp. Director – former GUS plc. Past chairman – Consumer Data Industry Association
Key skills and experience: Record of performance and of increasing shareholder value and highly regarded by stakeholders. Has the right balance of competencies and the necessary experience to provide Experian with the overall leadership it requires in the next phase of its growth and development
Brian Cassin, Chief Financial Officer (46)
Appointed: 30 April 2012
Other current roles: None
Previous roles: Managing Director – Greenhill & Co. Senior roles – Baring Brothers International, London Stock Exchange
Key skills and experience: Exemplary operational performance and contribution to the Board. A broad range of operational competencies, including clear leadership and strong, decisive management skills, coupled with deep commercial acumen and a firm grasp of strategic objectives
Fabiola Arredondo, Non-executive director (47)
Appointed: 1 January 2007
Other current roles: Managing Partner – Siempre Holdings. Non-executive director – Rodale, Inc., the World Wildlife Fund, Sesame Workshop, NPR (National Public Radio)
Previous roles: Senior operating positions – Yahoo!, the BBC, Bertelsmann AG. Non-executive director – Saks, Inc., Bankinter S.A., BOC Group plc, Intelsat Corporation
Key skills and experience: Brings directly relevant international strategic and operational experience in the technology and media sectors, including a senior role at a pre-eminent global internet company. Has extensive leading international non-executive directorship experience and qualifications including an MBA
Jan Babiak, Non-executive director (56)
Appointed: 29 April 2014
Other current roles: Non-executive director – Walgreens, Bank of Montreal. Council Member – Institute of Chartered Accountants in England and Wales
Previous roles: Managing Partner and Executive Board level roles – Ernst & Young. Non-executive director – Logica plc, Royal Mail plc
Key skills and experience: Brings important information technology security and governance, transformation and programme management knowledge. A qualified accountant with an MBA, has excellent non-executive credentials and has operated globally throughout career
Roger Davis, Non-executive director (57)
Appointed: 1 January 2007
Other current roles: Chairman – Experian plc Remuneration Committee. Chairman – Gem Diamonds Limited, Sainsbury's Bank
Previous roles: Chief Executive Officer – Barclays UK banking operation. Board member – Barclays PLC. Chairman – Cabot Credit Management. Various roles – Flemings and BZW
Key skills and experience: Over 20 years' experience leading and managing change at large global businesses. Understands what is required to effectively manage a large organisation as a result of extensive executive and non-executive experience
Alan Jebson, Non-executive director (64)
Appointed: 1 January 2007
Other current roles: Chairman – Experian plc Audit Committee. Non-executive director – Vodafone Group plc
Previous roles: Group Chief Operating Officer, Group Chief Information Officer – HSBC Holdings plc. Non-executive director – MacDonald Dettwiler
Key skills and experience: Information technology, global resourcing and an operational background that are invaluable at a large global business like Experian, where issues around server technology and information security are of great importance. A qualified chartered accountant, with top-level non-executive experience
Biographies continue overleaf
Experian • Biographies
Biographies
Deirdre Mahlan, Non-executive director (51)
Appointed: 1 September 2012
Other current roles: Chief Financial Officer – Diageo plc
Previous roles: Deputy Chief Financial Officer, Head of Tax and Treasury – Diageo plc. Senior Vice President, Chief Financial Officer – Diageo North America. Vice President of Finance – Diageo Guinness USA. Various senior finance roles – Joseph Seagram and Sons, Inc. PricewaterhouseCoopers
Key skills and experience: A qualified accountant with an MBA, with many years' experience in senior finance roles. Currently a board member at Diageo plc, so understands the operational challenges of a global public company
George Rose, Non-executive director (62)
Appointed: 1 September 2012
Other current roles: Non-executive director (and audit committee chairman) – Genel Energy plc, Laing O'Rourke plc. Member – Industrial Development Advisory Board
Previous roles: Group Finance Director, Director of Finance and Treasury – BAE Systems plc. Senior finance positions – Leyland DAF plc, Rover Group (and finance graduate trainee at Ford). Non-executive director – National Grid plc, SAAB AB, Orange plc
Key skills and experience: Career has included high-level finance positions, including at board level with BAE Systems plc. Continues to hold non-executive positions with leading companies
Judith Sprieser, Non-executive director (60)
Appointed: 1 June 2010
Other current roles: Vice Chair – Royal Ahold N.V. Non-executive director – Reckitt Benckiser Group plc, Allstate Corporation, InterContinental Exchange, Inc.
Previous roles: President and Chief Executive Officer – Transora. Executive Vice President, Food Operations, Chief Financial Officer – Sara Lee Corporation. Non-executive director – USG Corporation, Adecco SA
Key skills and experience: Relevant experience of providing insight into customer decision-making, and a wealth of international experience. An experienced non-executive director who has chaired both audit and remuneration committees
Paul Walker, Non-executive director (56)
Appointed: 1 June 2010
Other current roles: Non-executive Chairman – Perform Group plc, Halma plc, WANdisco plc. Chair – Newcastle Science City Partnership. Director – Entrepreneurs' Forum
Previous roles: Chief Executive Officer, Finance Director, Financial Controller – The Sage Group plc. Non-executive director – Diageo plc, MyTravel Group plc. Ernst & Young
Key skills and experience: Spent 16 years as chief executive officer of a FTSE company, giving a great understanding of the challenges of running a global business. An economics graduate with a strong financial background and high-level non-executive experience
Experian • Notice of Annual General Meeting | 09
Information for Shareholders
Time and location of the meeting
Registration will commence at 9.00am on Wednesday 16 July 2014 at The Merrion Hotel and the annual general meeting will start promptly at 9.30am. Tea, coffee and biscuits 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 card 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 a 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(s) 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 14 July 2014. 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. 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 14 July 2014.
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 JE4 5UW Jersey
Experian
| Corporate headquarters | Corporate office | Operational headquarters | Experian | Serasa Experian |
|---|---|---|---|---|
| Experian plc | ||||
| Newenham House | ||||
| Northern Cross | ||||
| Malahide Road | ||||
| Dublin 17 | ||||
| Ireland | Experian | |||
| Cardinal Place | ||||
| 80 Victoria Street | ||||
| London | ||||
| SW1E 5JL | ||||
| United Kingdom | Experian | |||
| Landmark House | ||||
| Experian Way | ||||
| NG2 Business Park | ||||
| Nottingham | ||||
| NG80 1ZZ | ||||
| United Kingdom | 475 Anton Blvd. | |||
| Costa Mesa | ||||
| CA 92626 | ||||
| United States | Alameda dos Quinimuras, 187 | |||
| CEP 04068-900 | ||||
| Planalto Paulista | ||||
| São Paulo | ||||
| Brazil | ||||
| T +353 (0) 1 846 9100 | ||||
| F +353 (0) 1 846 9150 | T +44 (0) 20 304 24200 | |||
| F +44 (0) 20 304 24250 | T +44 (0) 115 941 0888 | |||
| F +44 (0) 115 828 6341 | T +1 714 830 7000 | |||
| F +1 714 830 2449 | T +55 11 3373 7272 | |||
| F +55 11 2847 9198 |
Annual Report 2014 www.experianplc.com/annualreport Corporate Responsibility Report 2014 www.experianplc.com/crreport
Discover Experian www.experianplc.com/discoverexperian Company website www.experianplc.com
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