Informa PLC — AGM Information 2015

May 22, 2015

Informa PLC

The following resolutions were passed on a poll at the Annual General Meeting of Informa PLC held on 22 May 2015 (the "AGM"):

Passed as ordinary resolutions:-

Resolution 15

In accordance with sections 366 and 367 of the Act, to authorise the Company and all companies that are its subsidiaries at any time during the period for which this Resolution has effect to:

• make political donations to political parties, political organisations other than political parties $(i)$ and/or independent election candidates (as such terms are defined in sections 363 and 364 of the Act); and
• incur political expenditure (as such term is defined in section 365 of the Act). $(ii)$ not exceeding £20,000 in aggregate.

This authority shall commence on the date of this Resolution and expire at the conclusion of the Company's next Annual General Meeting.

Resolution 16

In substitution for all existing authorities, to authorise the directors generally and unconditionally to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

• up to an aggregate nominal amount of £216.313 (such amount to be reduced by the aggregate $(i)$ nominal amount allotted or granted under paragraph (ii) of this Resolution 16 in excess of £216,313); and
• $(ii)$ comprising equity securities (as defined in section 560 of the Companies Act 2006 (the "Act")) up to an aggregate amount of £432,627 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (i) of this Resolution 16) in connection with an offer by way of a rights issue:
• a) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• b) to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

This authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 July 2016 (unless previously renewed, varied or revoked by the Company in a general meeting), provided that the Company may make offers and enter into agreements before this authority expires which would, or might, require equity securities to be allotted or subscription or conversion rights to be granted after the authority expires and the directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if this authority had not expired.

Passed as special resolutions:-

Resolution 17

In substitution for all existing powers and subject to the passing of Resolution 16, that the directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in the Act) for cash under the authority given by Resolution 16 and/or, pursuant to section 573 of the Act, to sell treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

• the allotment of equity securities and sale of treasury shares for cash in connection with an $(i)$ offer of, or invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted under paragraph (ii) of Resolution 16, to be limited to the allotment of equity securities by way of a rights issue only):
• to ordinary shareholders in proportion (as nearly as may be practicable) to their $\overline{a}$ . existing holdings; and
• b. to holders of other equity securities, as required by the rights of those securities, or as the directors otherwise consider necessary,
• $(ii)$ and so that the directors may impose any limits or restrictions and make any arrangements which are considered necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter: and
• in the case of the authority granted under paragraph (i) of Resolution 16 and/or in the case $(iii)$ of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) of this Resolution) of equity securities or sale of treasury shares up to a nominal amount of £32,447

This power shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 July 2016, provided that the Company may, before this power expires, make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

Resolution 18

That the Company be generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Act) of its ordinary shares on such terms as the directors think fit, provided that:

• the maximum number of ordinary shares that may be purchased is 64,894,124 being 10% of $(i)$ the Company's issued ordinary share capital (excluding treasury shares) as at 16 April 2015
• $(ii)$ the minimum price (exclusive of expenses) which may be paid for an ordinary share is 0.1 pence: and
• the maximum price (exclusive of expenses) which may be paid for each ordinary share is the $(iii)$ higher of: (i) 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out.

This authority shall expire at the conclusion of the next Annual General Meeting of the Company or if earlier, at the close of business on 31 July 2016, provided that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired.

Resolution 19

That the Directors be authorised to call general meetings (other than an Annual General Meeting)
on not less than 14 clear days' notice.

$\frac{1}{2}$ $\ddot{\phantom{a}}$

Rupert Hopley Company Secretary Date: 22 May 2014