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Experian PLC

Pre-Annual General Meeting Information Jun 16, 2017

5146_agm-r_2017-06-16_6c5d4e1e-b40c-4787-987b-964a0719a0e4.pdf

Pre-Annual General Meeting Information

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Annual General Meeting 2017

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.

Highlights

"It has been a good year for Experian. We have made considerable progress strategically, operationally and financially. Our portfolio is sharper and we are continuing to invest to drive growth through innovative products and new services. We have also returned significant capital to our shareholders.

"As we look ahead, our sector is vibrant. Clients are seeking new ways to combine and analyse vast quantities of data to drive better business outcomes and consumers want to better understand and protect their financial status. This plays to our core strengths and is opening up many new opportunities for Experian. Over the next 12–18 months we will continue to innovate and are introducing a wave of new products to bring fresh thinking and new services to meet this demand.

"As we look ahead, we expect to sustain good momentum in our financial performance and we anticipate another year of good growth, within our target mid single-digit organic revenue growth range, with stable margins and further progress in Benchmark earnings per share."

Brian Cassin

Chief Executive Officer

US\$4.3bn

Revenue US\$4.3bn

At constant exchange rates total revenue was up 6% and organic revenue from ongoing activities was up 5%.

US\$1.1bn

Benchmark profit before tax US\$1.1bn

exchange rates.

US\$1.2bn

Benchmark EBIT US\$1.2bn

92.1USc

Basic EPS 92.1USc

41.5USc Full year dividend 41.5USc

Dividend per share up 4%.

Letter from the Chairman

16 June 2017 To holders of ordinary shares

Dear Shareholder

Annual General Meeting: 20 July 2017

I am writing with details of our Annual General Meeting ('AGM'), which will be held on Thursday 20 July 2017 at 9.30am at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland.

We regard the AGM as an important forum for engaging with shareholders, particularly private shareholders, and we welcome your questions. If you cannot attend in person, you may submit questions about 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.

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 in Appendix 1. Voting 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 electronically online or completing and returning a proxy form by post. 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 and, should shareholders wish, proxy forms may be placed in an envelope and addressed to the Company's registrars. You should return your completed form as soon as possible but it must arrive no later than 9.30am on Tuesday 18 July 2017. 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 Company announced on 1 June 2017 that Mike Rogers had been appointed as a new independent non-executive director with effect from 1 July 2017, and as Chairmandesignate of the Experian plc Remuneration Committee. Mike brings to the Experian Board over 30 years of banking and financial services experience, with a reputation for strategic insight and focused execution. He will succeed Roger Davis as Chairman of the Remuneration Committee with effect from the Annual General Meeting in July 2018. His appointment was announced following the

approval of the Annual Report and financial statements. Mike's biographical details together with his skills and experience are shown in Appendix 2. Roger Davis has notified the Company of his intention to step down as a director of the Company and Chairman of the Remuneration Committee with effect from the Annual General Meeting of the Company to be held in July 2018.

The directors have announced a second interim dividend of 28.5 US cents per ordinary share, to be paid on 21 July 2017 to holders of the Company's ordinary shares on 23 June 2017. 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 2017.

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

Don Robert Chairman

Experian plc (incorporated and registered in Jersey. No. 93905)

Corporate headquarters: Newenham House, Northern Cross, Malahide Road, Dublin 17, D17 AY61, Ireland Registered office: 22 Grenville Street, St. Helier, Jersey, JE4 8PX, Channel Islands

Notice of Meeting

Notice is hereby given that the 2017 Annual General Meeting of Experian plc (the 'Company') will be held at The Merrion Hotel, Upper Merrion Street, Dublin 2, D02 KF79, Ireland on Thursday 20 July 2017 at 9.30am.

Explanatory notes regarding the resolutions set out below are contained in Appendix 1.

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

Ordinary resolutions

    1. To receive the Annual Report and financial statements of the Company for the year ended 31 March 2017, together with the report of the auditor.
    1. To approve the Report on directors' remuneration (excluding the Directors' remuneration policy set out on pages 88 to 96 of the report) contained in the Annual Report and financial statements of the Company for the year ended 31 March 2017.
    1. To approve the directors' remuneration policy set out on pages 88 to 96 of the Report on directors' remuneration contained in the Annual Report and financial statements of the Company for the year ended 31 March 2017.
    1. To elect Caroline Donahue as a director of the Company.
    1. To elect Mike Rogers as a director of the Company.
    1. To re-elect Brian Cassin as a director of the Company.
    1. To re-elect Roger Davis as a director of the Company.
    1. To re-elect Luiz Fleury as a director of the Company.
    1. To re-elect Deirdre Mahlan as a director of the Company.
    1. To re-elect Lloyd Pitchford as a director of the Company.
    1. To re-elect Don Robert as a director of the Company.
    1. To re-elect George Rose as a director of the Company.
    1. To re-elect Paul Walker as a director of the Company.
    1. To re-elect Kerry Williams as a director of the Company.
    1. To re-appoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
    1. To authorise the directors to determine the remuneration of the auditor.
    1. 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\$31,377,937 of relevant securities (as defined in the articles of association of the Company) and the Allotment Period shall be the period commencing on 20 July 2017 and ending on the conclusion of the Annual General Meeting to be held in 2018 or, if earlier, 19 October 2018, 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.

Special resolutions

    1. Subject to the passing of resolution 17, 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\$4,706,690, such authority to expire at the end of the Allotment Period specified in resolution 17 except that the Company may before such expiry make an offer or agreement which would or might require equity securities (as defined in the articles of association of the Company) to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
    1. Subject to the passing of resolution 17, that the directors be authorised, in addition to any authority granted under resolution 18, to allot equity securities (as defined in the articles of association of the Company) wholly for cash under the authority given by resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if article 11 of the articles of association of the Company did not apply to any such allotment or sale, such authority to be:
  • (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of US\$4,706,690; and
  • (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the UK Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the Allotment Period specified in resolution 17 except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the directors may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

    1. To authorise the Company, generally and unconditionally:
  • (a) pursuant to Article 57 of the Companies (Jersey) Law 1991, to make market purchases of ordinary shares in the capital of the Company on the London Stock Exchange on behalf of the Company on such terms and in such manner as the directors may from time to time determine, provided that:
  • (i) the maximum number of ordinary shares which may be purchased under this authority is 94,133,811 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 of the last independent trade and the highest current bid as stipulated by the Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation (EU No. 596/2014); and

  • (iv) the authority hereby conferred shall expire on the earlier of 19 October 2018 and the conclusion of the Annual General Meeting of the Company to be held in 2018 (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 16 June 2017

Corporate headquarters: Registered office:

Northern Cross St Helier Malahide Road Jersey Dublin 17 JE4 8PX D17 AY61 Channel Islands Ireland

Newenham House 22 Grenville Street

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 July 2017 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 close of business on 18 July 2017 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. 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.
    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 shareholders want 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.
    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.
    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 3 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 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 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. 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(s) 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 provider(s) 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(s) 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.
    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 7 June 2017 (being the last practical day prior to publication of the notice of meeting), the Company's issued share capital consisted of 1,003,296,619 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 7 June 2017, the Company held 61,958,503 shares in treasury. Therefore, the total voting rights in the Company as at 7 June 2017 were 941,338,116.
    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 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.
    1. A copy of this notice and other relevant shareholder information can be found at www.experianplc.com.

Appendix 1

Explanatory notes in relation to the resolutions to be proposed at the Annual General Meeting.

Resolutions 1 to 17 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 18, 19 and 20 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 financial statements of the Company for the year ended 31 March 2017 together with the report of the auditor.

Resolution 2

Resolution 2 is an advisory shareholder vote on the Report on directors' remuneration contained in the Annual Report (excluding the Directors' remuneration policy set out on pages 88 to 96 of the report) and financial statements of the Company for the year ended 31 March 2017, 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 shareholder vote. However, the Company has voluntarily adopted the remuneration reporting format in the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Schedule 8, and is therefore submitting the directors' remuneration policy (set out on pages 88 to 96 of the Report on directors' remuneration contained within the Annual Report) 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 14

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, Caroline Donahue and Mike Rogers will retire and, being eligible, will offer themselves for election.

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 and financial statements of the Company for the year ended 31 March 2017, a comprehensive external evaluation of the performance of the Board was carried out during the year ended 31 March 2017. The evaluation took place in late 2016, with evaluation meetings held with Board members except Caroline Donahue and Mike Rogers, who were appointed in 2017. This process was complemented with separate meetings between each director and the Chairman in order to evaluate their performance. The Deputy Chairman, through consultation with the other directors and the Chief Executive Officer, undertook the evaluation of the Chairman.

A report on the evaluation was circulated to directors ahead of, and considered at, the Board meeting held in February 2017. The key findings of the evaluation, including 2017/2018 objectives for improving Board effectiveness, are described in the Corporate governance report in the Annual Report. The Board concluded that it was operating effectively and that each director was contributing to the overall effectiveness and success of the Group. Accordingly, the Board recommends each retiring director's election/re-election as set out in resolutions 4 to 14.

Biographical details of all the directors, including details of their skills and experience, are set out in Appendix 2.

Resolution 15

An auditor has to be appointed at each Annual General Meeting. KPMG LLP has advised of its willingness to stand for re-appointment as the auditor of the Company.

Resolution 16

The remuneration of the auditor 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 17

The purpose of resolution 17 is to renew the directors' authority to allot new shares and other relevant securities, this year up to an aggregate nominal value of US\$31,377,937, which is equivalent to approximately one-third of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 7 June 2017.

At 7 June 2017, the Company held 61,958,503 ordinary shares in treasury.

The authority sought in resolution 17 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 2018 or, if earlier, 19 October 2018.

Resolutions 18 and 19

The UK Pre-Emption Group's Statement of Principles, as updated in March 2015, supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities, and sales of treasury shares for cash, representing no more than 5% of issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.

Accordingly, the purpose of resolution 18, which is conditional on the passing of resolution 17 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, or sell treasury shares for cash, without offering those equity securities or treasury shares pro rata to existing shareholders, up to an aggregate nominal amount of US\$4,706,690, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.69% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 7 June 2017, the latest practical date before publication of this notice.

Appendix 1 continued

The UK Pre-Emption Group's Statement of Principles also supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities, and sales of treasury shares for cash, representing no more than an additional 5% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The UK Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction(s) and (where appropriate) the profits attributable to them, is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, and taking into account the template resolutions published by the UK Pre-Emption Group in May 2016, the purpose of resolution 19 is to authorise the directors to allot equity securities (as defined in the Company's articles of association) wholly for cash, or sell treasury shares for cash, without offering those equity securities pro rata to existing shareholders, up to a further nominal amount of US\$4,706,690, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.69% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 7 June 2017, the latest practical date before publication of this notice, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or sale, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in resolution 19 is used, the Company will publish details of the placing in its next Annual Report.

In accordance with the UK Pre-Emption Group's Statement of Principles, the Board confirms its intention that no more than 7.5% of the issued ordinary share capital of the Company (exclusive of treasury shares) will be issued for cash on a non-pre-emptive basis pursuant to the authority in resolution 18 during any rolling threeyear period other than with prior consultation with shareholders or in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

If granted, the authorities in resolutions 18 and 19 will expire on the earlier of 19 October 2018 and the conclusion of the Annual General Meeting to be held in 2018.

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 resolutions 18 and 19 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 20

The purpose of resolution 20, 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 94,133,811 ordinary shares, being approximately 10% of the issued ordinary share capital, exclusive of treasury shares, as at 7 June 2017. 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 allows the Company to reissue them quickly and cost effectively and provides additional flexibility in managing 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 7 June 2017, the Company held 61,958,503 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 19 October 2018 and the conclusion of the Annual General Meeting to be held in 2018.

As at 7 June 2017, there were options outstanding over 19,366,032 ordinary shares representing 2.06% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date. If the full authority being sought under resolution 20 was utilised, so reducing the issued ordinary share capital by an equivalent amount, the figure of 19,366,032 would represent 2.29% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date.

Appendix 2

Don Robert (58) Chairman

Appointed to the Board on 6 July 2006, and as Chairman on 16 July 2014.

Key/other roles: Member of Court at the Bank of England, and a non-executive director (and Senior Independent Director) of Compass Group PLC.

Skills and experience: Prior to his appointment as Chairman, Don was Experian's Chief Executive Officer and previously Chief Executive Officer of Experian North America, giving him a deep insight into the Experian business. Don has extensive international business expertise, as well as more recent regulatory knowledge gained with his Bank of England role, and he ensures that the Experian Board culture is one of robust debate, openness and transparency. He previously held senior roles at The First American Corporation and was President of Credco, Inc., former chairman of the US Consumer Data Industry Association, trustee of Sage Hill School, California and a director and trustee of the National Education and Employer Partnership Taskforce.

Brian Cassin (49) Chief Executive Officer

Appointed to the Board as Chief Financial Officer on 30 April 2012, and as Chief Executive Officer on 16 July 2014.

Key/other roles: Brian is a non-executive director of J Sainsbury plc.

Skills and experience: Brian brings strong leadership, a clear view of strategic objectives and decisive management skills to this role. He also has strong financial and commercial acumen, and a broad range of operational competencies. Brian was previously the Chief Financial Officer of Experian and, before that, Managing Director at Greenhill & Co. He has also held various senior roles at Baring Brothers International and at the London Stock Exchange.

Lloyd Pitchford (45) Chief Financial Officer

Appointed to the Board on 1 October 2014.

Key/other roles: Lloyd is a non-executive director (and chairs the Audit Committee) of Bunzl plc.

Skills and experience: Lloyd is a qualified accountant holding an MBA, and has deep financial knowledge and experience, built up through a career working in complex, change-oriented, multinational organisations. Before joining Experian, Lloyd held a wide portfolio of finance and operational responsibilities, including as Chief Financial Officer of Intertek Group plc, senior finance positions (including Group Financial Controller) at BG Group plc, and financial and commercial roles at Mobil Oil.

Kerry Williams (55) Chief Operating Officer

Appointed to the Board on 16 July 2014.

Key/other roles: A Board member at Pacific LifeCorp, and the US Institute for Intergovernmental Research.

Skills and experience: Kerry holds an MBA qualification and has built up a significant and deep knowledge of Experian's global business and operations, through the leadership roles he has held, including as deputy Chief Operating Officer, President of Credit Services, President of Experian Latin America, and Group President of Credit Services and Decision Analytics, Experian North America. Kerry also brings to Experian and the Board a wide range of skills from his broad background in the financial services industry, including as President at ERisk Holdings Incorporated, Senior Vice President/General Manager at Bank of America and senior management positions at Wells Fargo Bank.

Roger Davis (60) Non-executive director

Appointed to the Board on 1 January 2007.

Key/other roles: Roger is Chairman of our Remuneration Committee, and the nonexecutive Chairman of Experian Limited, the Group's regulated UK subsidiary. He is also Chairman of Sainsbury's Bank, Global RadioData Communications and Future for Heroes, and a non-executive director at Bupa.

Skills and experience: Roger spent over 20 years' leading and managing change at large global businesses, including as Chief Executive Officer of Barclays UK banking operation. Roger was also a Board member of Barclays plc and Chairman of Gem Diamonds Limited and Cabot Credit Management, and the Experian Board benefits greatly from this experience. Before Barclays, Roger spent a number of years in investment banking in London and Asia with Flemings and BZW.

Caroline Donahue (56) Non-executive director

Appointed to the Board on 1 January 2017.

Skills and experience: Caroline brings extensive international markets and technology experience and knowledge of consumer sales and marketing, innovation and consumer-centricity. The Board also benefits from her insight and extensive experience in mass-market, digital, multi-channel and business-toconsumer distribution, marketing, and brand and sales management. Caroline previously held roles at Intuit – Executive Vice President, Chief Marketing and Sales Officer; Senior Vice President, Sales and Channel Marketing; Vice President and Director of Sales – and sales and channel management roles at Knowledge Adventure, NeXT Computer and Apple, Inc.

Luiz Fleury (60) Non-executive director

Appointed to the Board on 8 September 2015.

Key/other roles: Luiz is a Board member of FHMV Holdings Ltda.

Skills and experience: Luiz has spent the majority of his career in financial services, and has extensive insight and deep local knowledge of the Brazilian financial market. He has held Chief Executive roles at Cetip S.A., Banco Ibi and Redecard, together with senior finance and investment positions at Banco Citibank S.A., Banco Marka S.A. and C&A Brennkinkmeyer Brasil. Luiz was President and a member of the Executive Board at Cetip S.A., and a Board member of Grupo Sequóia de Logística, Eneva S.A., Discount Malls do Brasil and Banco Ibi, and this considerable boardroom experience adds to the strength, depth and effectiveness of our Board.

Deirdre Mahlan (54) Non-executive director

Appointed to the Board on 1 September 2012.

Key/other roles: Deirdre chairs our Audit Committee, and is President of Diageo North America.

Skills and experience: Deirdre is a qualified accountant with an MBA, with many years' experience in senior finance roles such as Chief Financial Officer, Deputy Chief Financial Officer, Head of Tax and Treasury at Diageo plc, Senior Vice President, Chief Financial Officer at Diageo North America, and Vice President of Finance at Diageo Guinness USA, as well as various senior finance roles in Joseph Seagram and Sons, Inc. and PricewaterhouseCoopers. This financial expertise and experience ensures effective leadership of our Audit Committee. Deirdre also brings her previous Board experience with Diageo plc to Experian.

Mike Rogers (52) Non-executive director and Chairman-designate of the Remuneration Committee

Appointed to the Board with effect from 1 July 2017.

Key/other roles: Mike is a non-executive director of The Royal Bank of Scotland Group plc.

Skills and experience: Mike brings to the Experian Board over 30 years of banking and financial services experience, with a reputation for strategic insight and focused execution. He was Group Chief Executive Officer of LV= Group from 2006 until 2016, growing that organisation into a significant player in the life and general insurance market. Before that, Mike was with Barclays plc for over 20 years holding a number of senior roles, most recently as Managing Director, UK Retail Banking. Mike was previously a non-executive director of the Association of British Insurers.

George Rose (65) Deputy Chairman and Senior Independent Director

Appointed to the Board on 1 September 2012 and as Deputy Chairman and Senior Independent Director on 16 July 2014.

Key/other roles: George is Chairman of the Nomination and Corporate Governance Committee. He is also Senior Independent Director (and Audit Committee Chairman) of Genel Energy plc, and a non-executive director of EXPO 2020 LLC.

Skills and experience: George is a qualified accountant, whose career has included high-level finance positions such as Group Finance Director, and Director of Finance and Treasury, at BAE Systems plc (where he was a Board member), and senior finance positions at Leyland DAF plc and Rover Group. He adds to the collective strength of the Board from the numerous non-executive positions he has held with leading companies such as National Grid plc, SAAB AB, Orange plc and Laing O'Rourke plc (where he also chaired the Audit Committee). He has also been a member of the UK Industrial Development Advisory Board.

Paul Walker (59) Non-executive director

Appointed to the Board on 1 June 2010.

Key/other roles: Paul is the non-executive Chairman of Perform Group plc and Halma plc. He is also Chair of the Newcastle Science City Partnership, and a director of Sophos Ltd.

Skills and experience: Paul spent 16 years as Chief Executive Officer of The Sage Group plc, giving him a great understanding of the challenges of running a global business. He is an economics graduate and qualified accountant, with a strong financial background and high-level non-executive experience, which adds to the Board's strength. Paul's roles at Sage included Chief Executive Officer, Finance Director and Financial Controller. He has also been non-executive Chairman of WANdisco plc, and a non-executive director at Diageo plc and MyTravel Group plc.

Information for shareholders

Time and location of the meeting

Registration will begin at 9.00am on Thursday 20 July 2017 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 in the centre of Dublin city. A map showing the location is 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

Except 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, so shareholders can 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 calculating 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 Tuesday 18 July 2017. A postage stamp is not required for the proxy form if posted in the UK and, should 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 Tuesday 18 July 2017.

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 + 44 800 141 2952 or 0371 664 9245 for calls within the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00am and 5.30pm (UK time) Monday to Friday excluding public holidays in England and Wales. 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 Channel Islands

Experian Share Portal

Manage your shareholding wherever, whenever, on the Experian Share Portal

The Experian Share Portal is a secure online site where you can

  • • Sign up for electronic communications
  • • View your holdings and get an indicative value
  • • View your dividend payment history
  • • Get copies of your dividend tax vouchers
  • • Choose to receive your dividend direct to your bank account
  • • Update your address details
  • • Buy and sell shares
  • • Register your AGM proxy votes.

It only takes a few minutes to register, just visit www.experianplc.com/shares. Remember to have your 11-digit Investor Code to hand.

Contact details

Visit the Experian Share Portal

www.experianplc.com/shares

By email

[email protected]

By post

Experian Shareholder Services Capita Registrars (Jersey) Limited, PO Box 532, St Helier, Jersey, JE4 5UW, Channel Islands

By telephone

Call +44 800 141 2952 (or 0371 664 9245 for calls within the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open between 9.00am and 5.30pm (UK time) Monday to Friday excluding public holidays in England and Wales.

Printed and bound by Empress Litho.

This document is printed on paper produced at a mill that is FSC and EMAS certified.

FSC – Forest Stewardship Council. This ensures there is an audited chain of custody from the tree in the well-managed forest through to the finished document in the printing factory.

ISO 14001 – A pattern of control for an environmental management system against which an organisation can be credited by a third party.

ISO 9001 – A pattern of control for quality management against which an organisation can be credited by a third party.

Carbon Balancing by the World Land Trust tackles climate change through projects that both offset carbon dioxide (CO2 ) emissions and conserve biodiversity.

Corporate Corporate Operational Serasa
headquarters office headquarters Experian
Experian plc
Newenham House
Northern Cross
Malahide Road
Dublin 17
D17 AY61
Ireland
Experian
Cardinal Place
80 Victoria Street
London
SW1E 5JL
United Kingdom
Experian
The Sir John Peace Building
Experian Way
NG2 Business Park
Nottingham
NG80 1ZZ
United Kingdom
Experian
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 T +44 (0) 20 304 24200 T +44 (0) 115 941 0888 T +1 714 830 7000 T +55 11 3373 7272
F +353 (0) 1 846 9150 F +44 (0) 20 304 24250 F +44 (0) 115 828 6341 F +1 714 830 2449 F +55 11 2847 9198

Annual Report 2017 www.experianplc.com/annualreport Corporate Responsibility Report 2017 www.experianplc.com/crreport

Company website www.experianplc.com

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