Pre-Annual General Meeting Information • Jun 11, 2021
Pre-Annual General Meeting Information
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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 delivered a strong performance this year, even as the world faced the testing times posed by the COVID-19 pandemic. Total revenue growth for the year was 7% and organic revenue growth was 4%, while Q4 organic revenue growth of 5% was at the top end of our guidance range.
"We have again shown Experian's resilience in the face of external shocks, which is due to the diversity of our portfolio and our successful innovation-led investments in new opportunities. We are off to a strong start to FY22 and expect Q1 organic revenue growth in the range of 15-20% which gives us every confidence of another successful year ahead. For the year, we expect organic revenue growth in the range of 7-9%, total revenue growth of 11-13% and strong EBIT margin accretion, all at constant currency.
"I want to pay tribute to my Experian colleagues whose incredible hard work and commitment this year has steered our business successfully through challenging times. FY21 was a year when we unlocked the power of data for consumers, clients and communities across the world, using our skills and capabilities to help governments and societies to respond to the crisis, hospitals to marshal resources, governments to support businesses, and charities to care for the most vulnerable. Data will also be a key driver of economic growth as the recovery gathers pace and we will be a leading champion in using data to create a better tomorrow."
Brian Cassin Chief Executive Officer
| Statutory | Growth % at actual rates |
Growth % at constant rates |
Benchmark | Growth % at actual rates |
Growth % at constant rates |
|---|---|---|---|---|---|
| Revenue | Revenue - ongoing activities |
||||
| US\$5,372m (2020: US\$5,179m) |
+4% | +6% | US\$5,357m (2020: US\$5,161m) |
+4% | +7% |
| Operating profit US\$1,183m |
0% | +4% | Benchmark EBIT¹ US\$1,385m |
0% | +3% |
| (2020: US\$1,185m) | (2020: US\$1,386m) | ||||
| Profit before tax US\$1,077m (2020: US\$942m) |
+14% | +6% | Benchmark profit before tax US\$1,265m (2020: US\$1,255m) |
+1% | +5% |
| Basic EPS USc88.2 (2020: USc74.8) |
+18% | +5% | Benchmark EPS USc103.1 (2020: USc103.0) |
0% | +4% |
1 From ongoing activities.
The 2020 financial highlights have been restated following the reclassification of our Consumer Services business in Latin America to the Consumer Services business segment. See note 9 to the Group financial statements for further detail.
See note 6 to the Group financial statements on page 160 of the Experian Annual Report 2021 for definitions of non-GAAP measures.
I am writing with details of our Annual General Meeting ('AGM'), which will be held on Wednesday 21 July 2021 at 1.30pm at Experian, Newenham House, Northern Cross, Malahide Road, Dublin 17, D17 AY61, Ireland.
In order to ensure the safety of the Company's shareholders, employees and directors, shareholders will not be permitted to attend the Company's AGM this year, but can be represented by appointing the Chairman of the meeting as their proxy. Shareholder participation and engagement remains important to us and therefore shareholders will be provided with a facility to view the AGM electronically and submit questions on the business of the meeting, should they wish to do so, by using the Orient Capital webcasting platform.
Shareholders wishing to view the AGM electronically should access the AGM section of our website at www.experianplc.com/investors/ shareholders/agm/ and follow the link to the webcast for the AGM. Access to the AGM will be available from 30 minutes before the start of the event, although you will not be able to submit questions using the Orient Capital platform until the meeting is declared open. Further information on accessing the Orient Capital platform is set out below under the heading 'Following the AGM using the Orient Capital webcasting platform' on page 13 of this document.
The Company continues to monitor the impact of the pandemic, and the health and safety of the Company's shareholders, employees and directors is of paramount importance to the Company. Given the constantly evolving nature of the situation we want to ensure that we are able to adapt our arrangements in respect of the AGM should circumstances change before the time of the AGM, at all times acting within safety constraints and in accordance with Irish Government guidelines. Should the Company consider it possible to change the arrangements in respect of the AGM without increasing any risk to the health and safety of the Company's shareholders, employees and directors, the Company may make alternative arrangements in respect of the AGM, which may include permitting physical attendance (which would be subject to conditions and restrictions). Any changes to the arrangements in respect of the AGM will be notified to you via our website (www.experianplc.com) or via a regulatory news announcement. Shareholders should monitor the Company's website and regulatory news announcements for any AGM updates and are encouraged to vote on all resolutions by appointing the Chairman of the meeting as their proxy.
Shareholders viewing the AGM electronically will not be able to vote through the Orient Capital webcasting platform. Instructions on voting are set out below and in the 'Information for shareholders' section on pages 13 and 14. We would also encourage you to 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 via Experian's website (www.experianplc. com) or individually. Questions may also be submitted during the meeting through Orient Capital's webcasting platform.
The notice of meeting and notes are set out on pages 5 to 7 of this document. An explanation of the resolutions being proposed at the meeting is set out in Appendix 1. The Company's articles of association have not been updated since July 2008. The Company is therefore taking the opportunity at this year's AGM to propose certain amendments to the articles of association, principally to reflect developments in technology and practice as well as to provide some clarifications and additional flexibility. The proposed new articles of association include provisions enabling the Company to provide additional opportunities for shareholders to participate in general meetings electronically but do not permit the holding of 'virtual only' general meetings. It is not the current intention of the Board to routinely hold combined physical and electronic general meetings. An explanation of the principal differences between the existing and new articles of association is set out in Appendix 1. Other changes, which are of a minor, technical or clarifying nature, have not been noted. If passed, the new articles of association will take effect from the conclusion of this year's AGM.
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
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 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 1.30pm on Monday 19 July 2021. Returning a proxy form will not prevent you from viewing the AGM through the Orient Capital webcasting platform. If you wish to vote electronically, you can do so by registering for the Experian Share Portal service, at www.experianplc.com/shares. Please refer to the 'Information for shareholders' section on pages 13 and 14. The results of the voting will be posted on the Company's website as soon as practicable after the meeting.
The directors have announced a second interim dividend of 32.5 US cents per ordinary share, to be paid on 23 July 2021 to holders of the Company's ordinary shares on 25 June 2021. To ensure that certain UK shareholders have the same tax treatment on their dividend as if the Company were 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 2021.
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
Mike Rogers Chairman
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.
such authority to expire at the end of the Allotment Period specified in resolution 16 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.
continued
Company Secretary 11 June 2021
Newenham House 22 Grenville Street Northern Cross St Helier Malahide Road Jersey Dublin 17 JE4 8PX D17 AY61 Channel Islands Ireland
Your IVC can be found on your share certificate, or Experian Share Portal users (www.experianplc.com/shares) will find this under 'Manage your account' when logged in to the portal. You can also obtain your IVC by contacting Link Market Services (Jersey) Limited, the Company's registrars, on +44 800 141 2952 (or 0371 664 9245 for calls within the UK)*. Access to the AGM will be available from 30 minutes before start of the event, although you will not be able to view the AGM until the meeting is declared open. Questions during the meeting will be submitted through type-based functionality in the webcasting platform.
If your shares are held within a nominee and you wish to view the AGM, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Market Services (Jersey) Limited, the registrars, as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to view the AGM.
*Lines are open from 8.30am to 5.30pm (UK time) Monday to Friday, 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.
(ii) in the case of members who have registered for the Experian 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, or
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.
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 to 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.
The directors are required to present to the meeting the Annual Report and financial statements of the Company for the year ended 31 March 2021 together with the report of the auditor.
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 131 to 134 of the Annual Report) and financial statements of the Company for the year ended 31 March 2021, to provide shareholder feedback to the Board.
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, Alison Brittain and Jonathan Howell 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 2021, an internal evaluation of the Board was carried out during the year ended 31 March 2021. The evaluation concentrated on the progress on last year's areas of focus. There were also separate meetings between each director proposed for election/re-election and the Chairman in relation to their individual performance. The Deputy Chairman and Senior Independent Director evaluated the Chairman, taking into account the input from other directors.
The conclusion of the evaluation was that the Board is operating effectively. Accordingly, the Board recommends each retiring director's election/re-election as set out in resolutions 3 to 13.
Biographical details of all the directors, including details of their skills and experience, are set out in Appendix 2.
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.
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.
The purpose of resolution 16 is to renew the directors' authority to allot new shares and grant rights to subscribe for, or convert other securities into, shares, this year up to an aggregate nominal value of US\$30,774,813 which is equivalent to approximately one-third of the total issued
ordinary share capital of the Company, exclusive of treasury shares, as at 1 June 2021.
At 1 June 2021, the Company held 46,378,013 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 2022 or, if earlier, on 20 October 2022.
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 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, 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\$4,616,222, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.76% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 1 June 2021, the latest practicable date before publication of this notice.
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 18 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\$4,616,222, representing approximately 5% of the Company's issued ordinary share capital, exclusive of treasury shares (and 4.76% of the Company's issued ordinary share capital, inclusive of treasury shares), as at 1 June 2021, the latest practicable 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 18 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 17 during any rolling three-year 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 17 and 18 will expire on the earlier of 20 October 2022 and the conclusion of the Annual General Meeting to be held in 2022.
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 17 and 18 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 Existing Articles, such term to be replaced with "pre-emptive offer" in the New Articles).
The purpose of resolution 19, 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 92,324,440 ordinary shares, being approximately 10% of the issued ordinary share capital of the Company, exclusive of treasury shares, as at 1 June 2021. 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 1 June 2021, the Company held 46,378,013 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 20 October 2022 and the conclusion of the Annual General Meeting to be held in 2022.
As at 1 June 2021, there were options outstanding over 14,005,048 ordinary shares representing 1.52% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date. If the full authority being sought under resolution 19 was utilised, so reducing the issued ordinary share capital by an equivalent amount, the figure of 14,005,048 would represent 1.69% of the issued ordinary share capital of the Company, exclusive of treasury shares, at that date.
Under resolution 20, the Company is proposing to adopt new articles of association (the 'New Articles') to replace the Company's existing articles of association (the 'Existing Articles'), which were adopted in 2006 and last updated by a special resolution in July 2008.
The principal changes to the Existing Articles are summarised below and have been introduced primarily to reflect developments in market practice and terminology and to provide additional clarity to the Existing Articles. In particular, the New Articles permit the Company to hold combined physical and electronic (also known as 'hybrid') General Meetings and remove existing provisions that prevent the Company from being able to do so.
The remaining changes which are of a minor, technical, procedural or clarificatory nature (including to reflect changes in terminology following changes in legislation) have not been summarised here. Article references below are to the New Articles.
The New Articles showing all the changes as compared to the Existing Articles 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 LLP (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 AGM, and on the Company's website at www.experianplc.com.
The changes to article 10 are to update the terminology used, which was based on the UK Companies Act 1985, to follow terminology used in the UK Companies Act 2006 to provide further clarity to this provision.
The Company is proposing to simplify the procedure for contacting untraced members and selling the shares of such untraced members. Under both the Existing Articles and New Articles, the Company is entitled to sell shares of untraced members or persons entitled to shares (each a 'relevant holder') following a 10-year period where at least three dividend payments have been unclaimed and the Company has received no communication from the relevant holder. Under the Existing Articles, the Company is required to place an advertisement in newspapers before considering a member to be untraced. The New Articles remove such requirement, and in accordance with current market practice, the New Articles require notice be sent to the last known physical address or email address for the relevant holder, and use reasonable efforts to trace the relevant holder. If no response is received within three months of this notice, the Company is entitled to sell the shares. The Company may also sell any additional shares that were issued by the Company during the 10-year period that belong to the untraced member.
The New Articles provide for the proceeds of the sale to belong to the Company and the wording has been modernised to allow for simpler administration. The requirement for the Company to enter the relevant holder in the books of the Company as a creditor has been removed. The New Articles now provide that the net proceeds of the sale of shares belonging to untraced members may be used or invested for the benefit of the Company in any such manner as the directors may from time to time think fit. It is the Company's intention to apply such funds to good causes.
Both the Existing Articles and the New Articles permit the Company to hold 'satellite' meetings in additional physical locations to any General Meeting. The New Articles include clarificatory language in respect of satellite meetings in order to avoid confusion between the provisions governing satellite meetings and combined physical and electronic meetings (see below for further information) and to follow developments in market practice in respect of satellite meetings.
The New Articles give the Company greater flexibility to hold General Meetings by allowing combined physical and electronic General Meetings (also known as 'hybrid' meetings). If the directors decide to hold a General Meeting as a combined physical and electronic General Meeting, these provisions would enable members to attend and participate in the business of the meeting by attending a physical location or by means of an electronic facility or facilities provided by the Company. The New Articles set out the procedures and processes for attendance at, and participation in, combined physical and electronic General Meetings. This includes how attendance is determined and allowing directors to make arrangements to enable attendees to exercise their rights to speak or vote. The New Articles provide that persons participating via an electronic platform shall be responsible for ensuring they have facilities to access the General Meeting in question. The inability of a person to attend or participate via an electronic platform will not affect the validity of, or business conducted at, a General Meeting. The New Articles include consequential changes to enable such combined physical and electronic General Meetings.
The New Articles do not permit the Company to hold General Meetings wholly by electronic means (also known as 'virtual' meetings) and, consistent with guidance from shareholder groups, the Company does not intend to hold virtual General Meetings. It is not the current intention of the Board to routinely hold combined physical and electronic General Meetings.
These proposed amendments are being made to provide the directors with the flexibility should they need to make alternative arrangements for participation in meetings (including where physical participation may be prevented or restricted).
The Company is proposing to insert a new article that gives the directors the ability to postpone, cancel or move the place (including electronic platform) of a General Meeting. Without express authority in the articles of association, directors of the Company do not have the power to postpone a General Meeting once notice has been given. The proposed amendment provides the directors with flexibility to postpone, cancel or move the place (including electronic platform) of a General Meeting prior to the time on which the meeting is to be held except where such postponement, cancellation or move would be contrary to applicable company law.
If the directors exercise such discretion, notice of the postponed meeting does not need to be given again and any proxy appointments made for such meeting will remain valid if otherwise in accordance with the New Articles and received by the Company not less than 48 hours before the
commencement of the postponed or moved meeting to which the appointment relates. This amendment is intended to provide flexibility to the directors in certain circumstances, for example, where the business to be considered at a General Meeting is no longer relevant or required or where unforeseen or extraordinary circumstances mean that the directors consider that it will be impractical, undesirable or unreasonable, to hold a General Meeting at the place, time or on the date stated in the notice of meeting. The directors currently intend for this power to be used only in certain exceptional circumstances.
The New Articles propose that the cap on the remuneration of directors (other than any director who holds an executive office with the Company or any subsidiary of the Company) is increased from £1,500,000 to £2,000,000 per annum in aggregate. Although not at this level currently, the increase is proposed to ensure the Company has appropriate headroom going forward for future appointments and fee increases, without the need for further amendments to the articles of association.
The New Articles amend the Existing Articles to provide clarity as to the manner in which dividends can be paid by the Company. Under both the Existing Articles and the New Articles, the Company is permitted to pay dividends by cheque, bank transfer, through CREST or other relevant system. The amendment permits the Company to also pay dividends by other electronic means as the directors may decide and includes additional wording to clarify the definition of "payee" for the purposes of the New Articles. The amendments to this provision are in line with market practice and reflect that increasingly cheques are no longer the Company's primary method of paying dividends.
In line with market practice, the New Articles provide clarity on what constitutes an unclaimed dividend and the treatment by the Company of such unclaimed dividends. The proposed amendments provide that the Company may cease to send any cheque, warrant or order by post in respect of dividends payable if, in respect of at least four consecutive dividends payable on the shares in question, the cheque, warranty or order has been returned undelivered, or remains uncashed, or following three such occasions where reasonable enquiries have failed to establish any new address of the registered holder.
The amendments also clarify that a dividend is to be treated as unclaimed if the payee does not specify an address, bank account or other details necessary in order to make a payment of a dividend in the manner decided by the directors, or if payment cannot be made by the Company using the details provided.
The amendments also reduce the time during which shareholders can claim their unclaimed dividends (known as the prescription period) from a ten-year period to a six-year period to reflect changes in market practice for UK-listed companies. Any dividend which has remained unclaimed after the six-year period is forfeited and belongs to the Company. In parallel with the amendment to provisions regarding untraced members, the New Articles also provide that if the Company sells shares of an untraced member, any dividend relating to these shares that has not been cashed or claimed shall revert to the Company when such shares are sold. The proposed amendments in the New Articles entitle the Company to use such unclaimed dividends for the Company's benefit or in any manner that the directors may from time to time think fit. It is the Company's intention to apply such funds to good causes.
Appointed to the Board on 1 July 2017, and as Chairman (and Chairman of the Nomination and Corporate Governance Committee) on 24 July 2019.
Other current roles: Mike is a non-executive director of NatWest Group plc (he chairs its Group Sustainable Banking Committee, and sits on the Group Performance and Remuneration Committee) and is the non-executive Chairman of Aegon UK (and certain of its regulated subsidiaries).
Skills and contribution: Mike brings over 30 years of banking and financial services experience, with a reputation for strategic insight and focused execution. His current and previous board-level experience, both executive and non-executive, is of huge value to the Experian Board.
Experience: Mike was Group Chief Executive Officer of LV= Group from 2006 until 2016, during which time he grew the organisation into a significant player in the life and general insurance market. Before that, Mike was with Barclays plc for more than 20 years, holding a number of senior roles, most recently as Managing Director, UK Retail Banking. He was previously a non-executive director of the Association of British Insurers.
Appointed to the Board as Chief Financial Officer on 30 April 2012, and as Chief Executive Officer on 16 July 2014.
Other current roles: Brian is a non-executive director of J Sainsbury plc and sits on its Audit and Nomination Committees.
Skills and contribution: Brian brings strong leadership, a clear view of strategic objectives and decisive management skills to this role. He has strong financial and commercial acumen and a broad range of operational competencies. His non-executive role augments his strong board-level experience.
Experience: 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 the London Stock Exchange.
Appointed to the Board on 1 October 2014.
Other current roles: Lloyd is a non-executive director (and chairs the Audit Committee) of Bunzl plc.
Skills and contribution: Lloyd is a qualified accountant. He holds an MBA and has deep financial and strategic experience, built up through a career working in complex, growth-oriented, global organisations, across a range of industries and responsibilities. He brings additional perspectives to Experian from his non-executive role with Bunzl plc.
Experience: Before joining Experian, Lloyd held a wide portfolio of finance and operational responsibilities: as Chief Financial Officer of Intertek Group plc; in senior finance positions (including Group Financial Controller) at BG Group plc; and in financial and commercial roles at Mobil Oil.
Appointed to the Board on 16 July 2014.
Other current roles: Kerry is a Board member of Pacific Mutual Holding Company, and the US Institute for Intergovernmental Research.
Skills and contribution: Kerry holds an MBA and has built up a significant and deep knowledge of Experian's global business and operations, through the leadership roles he has held. He brings to Experian and the Board a wide range of skills from his background in the financial services industry and his non-executive roles.
Experience: Kerry's roles at Experian have included Group 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. Previously, he was President at ERisk Holdings Incorporated, Senior Vice President/General Manager at Bank of America and held senior management positions at Wells Fargo Bank.
Appointed to the Board on 1 April 2018.
Other current roles: Ruba is a Senior Vice President and General Manager at Cisco.
Skills and contribution: Ruba holds a Ph.D., a Master of Science in Electrical Engineering, and a Bachelor of Science in Computer Engineering. She was an Intel Ph.D. fellow at the National Science Foundation's Engineering Research Center for Wireless Integrated MicroSystems. She brings advanced technologies expertise to Experian. We benefit greatly from her focus on supporting businesses in strategically adapting to the threats and opportunities created by technology, as well as pushing disruptive technology to create new opportunities.
Experience: Ruba sat on the Board of The Tech Museum of Innovation in Silicon Valley. She was previously at The Boston Consulting Group (BCG), where she specialised in helping enterprises through complex technology transformations, and was also a leader in BCG's Technology, Media & Telecommunications, and People & Organization practice groups.
Appointed to the Board on 1 September 2020.
Other current roles: Alison is the Chief Executive of Whitbread PLC, and Deputy Chair and a Trustee of the Prince's Trust.
Skills and contribution: Alison is a highly versatile business leader and general manager, who holds an MBA and brings considerable experience of operating in consumer-facing service environments. She has over 25 years' senior management experience in major financial institutions, and the Board also benefits from her board-level experience with Whitbread PLC and, previously, Marks & Spencer Group PLC.
Experience: Alison was previously with Lloyds Banking Group (Group Director, Retail Division) and Santander UK PLC (Executive Director, Retail Distribution), where she was also a board director. She previously held senior roles at Barclays Bank, has been a member of the UK Prime Minister's Advisory Council, was named 'Business Woman of the Year 2017' in the Veuve Clicquot awards and was awarded a CBE in the 2019 UK New Year Honours list. Alison has been a non-executive director of Marks & Spencer Group PLC.
Appointed to the Board on 1 January 2017.
Other current roles: Caroline is on the Board of GoDaddy Inc., Emerge America, and the Computer History Museum. She is also on the Executive Committee of Northwestern C100, and is a mentor for She-Can.
Skills and contribution: Caroline brings extensive experience of international markets and technology as well as 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-to-consumer distribution, marketing, and brand and sales management.
Experience: Caroline previously held roles at Intuit where she was Executive Vice President, Chief Marketing and Sales Officer; Senior Vice President, Sales and Channel Marketing; Vice President and Director of Sales. She also held sales and channel management roles at Knowledge Adventure, NeXT Computer and Apple, Inc.
Appointed to the Board on 8 September 2015.
Other current roles: Luiz is a Board member of Carrefour Brazil (the trading name of Atacadão S.A.), Magnopus, Inc. and Dotz, S.A.
Skills and contribution: Luiz has spent most of his career in financial services and has extensive insight and deep local knowledge of the Brazilian financial market. His considerable boardroom experience adds to the strength, depth and effectiveness of our Board.
Experience: Luiz 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 Brenninkmeyer 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, Banco Ibi and FHV Holdings Ltda.
Appointed to the Board on 1 May 2021.
Other current roles: Jonathan is the Chief Financial Officer of The Sage Group plc.
Skills and contribution: Jonathan has a wealth of financial, strategic, technology and regulatory expertise, encompassing both Business-to-Business (B2B) and Business-to-Consumer (B2C), which is of huge benefit to Experian. He is a highly regarded FTSE 100 Chief Financial Officer, and also brings considerable executive and non-executive UK-listed boardroom experience.
Experience: Jonathan was previously an independent non-executive director and Chairman of the Audit and Risk Committee of The Sage Group plc., for five years while serving as Group Finance Director of Close Brothers Group plc for 10 years until November 2018. Before that he was Group Finance Director at the London Stock Exchange Group plc for nine years and has also been a non-executive director of EMAP plc and Chairman of FTSE International. The early part of Jonathan's career was at Price Waterhouse where he qualified as a chartered accountant.
Appointed to the Board on 1 September 2012.
Other current roles: Deirdre chairs our Audit Committee. She is a non-executive director (and chairs the Audit Committee) of The Duckthorn Portfolio, Inc.
Skills and contribution: Deirdre is a qualified accountant with an MBA and has many years' experience in senior finance and general management roles. Her financial expertise and experience ensure effective leadership of our Audit Committee. Deirdre also brings us the benefits of her previous board-level experience with Diageo plc.
Experience: Deirdre has held senior finance and general management roles, including most recently as President of Diageo North America, as well 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 PwC.
Appointed to the Board on 1 September 2012, as Deputy Chairman and Senior Independent Director on 16 July 2014 and as Chairman of the Remuneration Committee on 24 July 2019.
Other current roles: George chairs our Remuneration Committee and is a non-executive director of EXPO 2020 LLC.
Skills and contribution: George is a qualified accountant, whose career has included several high-level finance positions. As well as this financial expertise, he adds to the collective strength of the Board thanks to the numerous non-executive positions he has held with leading companies.
Experience: George was Group Finance Director and Director of Finance and Treasury at BAE Systems plc (where he was a Board member), and held senior finance positions at Leyland DAF plc and Rover Group. He was a non-executive director of National Grid plc, SAAB AB, Orange plc, and also (where he chaired the Audit Committee) Laing O'Rourke plc and Genel Energy plc. He has also been a member of the UK Industrial Development Advisory Board.
In order to ensure the safety of the Company's shareholders, employees and directors, shareholders will not be permitted to attend the Company's AGM this year. Shareholders' participation and engagement will be facilitated electronically by using the Orient Capital webcasting platform. A summary of the procedures to be followed to access the Orient Capital platform is set out below and a user guide to the webcast is available on our website at www.experianplc.com.
To access the AGM electronically, please visit the AGM section of our website at www.experianplc.com/investors/shareholders/agm/ and follow the link to the webcast for the AGM using your smartphone, tablet or computer. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any leading zeros and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder, and allow you to view the AGM.
Your IVC can be found on your share certificate, or Experian Share Portal users (www.experianplc.com/shares) will find this under 'Manage your account' when logged in to the portal. You can also obtain your IVC by contacting Link Market Services (Jersey) Limited, the Company's registrars, on +44 800 141 2952 (or 0371 664 9245 for calls within the UK)*. Access to the AGM will be available from 30 minutes before start of event, although you will not be able to view the AGM until the meeting is declared open. Questions during the meeting will be submitted through type-based functionality in the webcasting platform.
If your shares are held within a nominee and you wish to view the AGM, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Market Services (Jersey) Limited, the registrars, as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to view the AGM.
*Lines are open from 8.30am to 5.30pm (UK time) Monday to Friday, 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.
This year shareholders are not permitted to attend the AGM, but if you would like to ask a question before the AGM, 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]. We will consider all questions and, if appropriate, address them via Experian's website (www.experianplc.com) or individually.
Questions will also be invited during the meeting when formally announced by the Chairman. Shareholders viewing the AGM electronically may ask questions via the Orient Capital platform by typing and submitting their question in writing via the Q&A box which is found underneath the speaker details on the left-hand side of the player.
Each of the resolutions to be put to the AGM will be taken on a poll. 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.
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, Link Market Services (Jersey) Limited, at the address below giving details of the nominated person including their relationship with them.
In order to ensure the safety of the Company's shareholders, employees and directors, shareholders will not be permitted to attend the Company's AGM this year. If you wish to register your proxy votes now in relation to the resolutions proposed, you should complete the enclosed proxy form appointing the Chairman of the meeting as your proxy and return it to the Company's registrars, Link Market Services (Jersey) Limited, at the address shown on the proxy form, to be received by no later than 1.30pm on Monday 19 July 2021. 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 viewing the AGM through the Orient Capital webcasting platform.
Shareholders wishing to vote at the AGM will need to submit proxy voting instructions by the relevant deadlines before the AGM, as it will not be possible to vote at the AGM using the Orient Capital platform.
continued
You may, if you wish, register the appointment of a proxy and/or voting instructions for this meeting online by registering for the Experian Share Portal service, at www.experianplc.com. Full details of the procedures are set out on this website. The proxy appointment and/or voting instructions must be received by Link Market Services (Jersey) Limited by no later than 1.30 pm on Monday 19 July 2021.
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.
CREST members who wish to appoint or instruct a proxy via the CREST electronic proxy appointment service should refer to the notes to this notice where there is information on how to proceed.
Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been approved by the registrars. For further information regarding Proxymity, please go to www.proxymity.io.
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.
Link Market Services (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 8.30am 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 Link Market Services (Jersey) Limited at the following address:
Link Market Services (Jersey) Limited PO Box 532 St Helier Jersey JE4 5UW Channel Islands
Sign up for electronic communications
It only takes a few minutes to register, just visit www.experianplc.com/shares. Remember to have your 11-digit Investor Code to hand.
www.experianplc.com/shares
Experian Shareholder Services Link Market Services (Jersey) Limited, PO Box 532, St Helier, Jersey, JE4 5UW, Channel Islands
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 8.30am and 5.30pm (UK time) Monday to Friday excluding public holidays in England and Wales.
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T +353 (0) 1 846 9100 www.experianplc.com
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