THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer, the contents of this document, or as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent professional adviser in the relevant jurisdiction.

If you sell, have sold or otherwise transferred all of your Informa Shares you should send this document and the accompanying documents, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this document, any accompanying documents and/or the Form of Proxy into certain jurisdictions other than the United Kingdom may be restricted by law. Therefore, persons into whose possession this document and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. If you have sold only part of your holding of your Informa Shares you should retain these documents.

INFORMA PLC

(incorporated and registered in England and Wales under the Companies Act of 2006 with registered no. 08860726)

RECOMMENDED OFFER BY INFORMA PLC FOR UBM PLC

Circular to Informa Shareholders and Notice of Informa General Meeting

Your attention is drawn to the letter from the Chairman of Informa PLC ("Informa") which is set out on pages 7 to 26 of this document and which contains the recommendation from the Informa Board that you vote in favour of the Resolution to be proposed at the Informa General Meeting referred to below. Please read the whole of this document and, in particular, the risk factors set out in Part II (Risk Factors).

Notice of the Informa General Meeting to be held at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH at 10:30 a.m. on 17 April 2018 is set out at the end of this document. A Form of Proxy for use in connection with the Informa General Meeting is enclosed with this document. Whether or not you intend to be present at the Informa General Meeting, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it so as to be received by the Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, no later than 10:30 a.m. on 13 April 2018 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). If you hold Informa Shares through CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Registrars, Computershare Investor Services PLC (CREST participant ID 3RA50). Alternatively, you may give proxy instructions by logging on to www.investorcentre.co.uk/eproxy. To appoint a proxy electronically you will be asked to provide your Control Number, Shareholder Reference Number and PIN, which are detailed on your proxy form. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received by not later than 10:30 a.m. on 13 April 2018 (or, in the case of an adjournment, not later than 48 hours (excluding non-business days) before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the Informa General Meeting or any adjournment thereof, if you wish to do so and are so entitled.

This document is a circular relating to the Offer which has been prepared in accordance with the Listing Rules. This document has been approved by the FCA. This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The information provided in this document is provided solely in compliance with the Listing Rules for the purpose of enabling Informa Shareholders to consider the Resolution. A prospectus, prepared in accordance with the Prospectus Rules of the FCA made under section 73A of the FSMA, has been approved by the FCA in accordance with section 87A of the FSMA and has been made available to the public in accordance with Rule 3.2.1 of the Prospectus Rules.

This document does not constitute a prospectus or a prospectus equivalent document. Nothing in this document should be interpreted as an offer of securities. This document cannot be relied on for any investment contract or decision.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the United Kingdom, is acting as sponsor, financial adviser and corporate broker exclusively for Informa and no one else in connection with the Offer, the Admission and other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client of Barclays in relation to the Offer and the Admission and the contents of this document and is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to Barclays' clients or for giving advice in relation to the Offer, the Admission and the contents of this document or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Barclays nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Barclays for the contents of this document, including its accuracy, correctness or for any other statement made or purported to be made by it, or on its behalf in connection with Informa or the Offer, the Admission and other matters referred to in this document and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under the FSMA, Barclays, its subsidiaries, branches and affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise in respect of this document or any such statement. Nothing in this document excludes, or attempts to exclude, Barclays' liability for fraud or fraudulent misrepresentation.

Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting as lead financial adviser exclusively for Informa and no one else in connection with the matters referred to in this document. Centerview Partners is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this document or any other matter referred to in this document.

Merrill Lynch International ("BofA Merrill Lynch") is authorised by the PRA in the United Kingdom and regulated by the PRA and the FCA. BofA Merrill Lynch is acting as financial adviser and corporate broker exclusively for Informa and no one else in connection with the Offer, the Admission and other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client of BofA Merrill Lynch in relation to the Offer, the Admission and the contents of this document, and is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to BofA Merrill Lynch's clients or for providing advice in relation to the Offer, the Admission and the contents of this document or any transaction or arrangement referred to in this document. BofA Merrill Lynch assumes no responsibility for the accuracy, completeness or verification of this document and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by BofA Merrill Lynch, nor any of its affiliates, directors, officers, employees and advisers as to the contents of this document including its accuracy, completeness or verification, in connection with the Company, the New Informa Shares, the Offer or the Admission and nothing in this document will be relied upon as a promise or presentation in this respect, whether or not to the past or future.

Rothschild, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to the Informa Board and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this document or any matter referred to herein. Rothschild assumes no responsibility for the accuracy, completeness or verification of this document and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Rothschild, nor any of its affiliates, directors, officers, employees and advisers as to the contents of this document including its accuracy, completeness or verification, in connection with the Company, the New Informa Shares, the Offer or the Admission and nothing in this document will be relied upon as a promise or presentation in this respect, whether or not to the past or future.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by Informa to obtain any approval, authorisation or exemption to permit the possession or distribution of this document (or any other publicity material relating to the Offer) in any jurisdiction, other than in the United Kingdom.

Overseas Informa Shareholders may be affected by the laws of other jurisdictions in relation to the distribution of this document. Persons into whose possession this document comes should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this document. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

The contents of this document should not be construed as legal, business or tax advice. Each Informa Shareholder should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.

Notice to US Investors

The New Informa Shares have not been and will not be registered under the US Securities Act or under any securities laws of any state or other jurisdiction of the United States and accordingly may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to registration under the US Securities Act or an applicable exemption from, or transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of New Informa Shares in the United States.

Notice to all Investors

Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information contained in this document for any purpose other than considering the Offer is prohibited. By accepting delivery of this document, each Informa Shareholder agrees to the foregoing.

The distribution of this document and/or the transfer of the New Informa Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted in or into the United States or any of the Restricted Jurisdictions.

Without limitation, the contents of the websites of the Informa Group do not form part of this document.

Dated: 14 March 2018

		Page
	IMPORTANT INFORMATION	1
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	4
	DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	5
PART I:	LETTER FROM THE CHAIRMAN OF INFORMA	7
PART II:	RISK FACTORS	27
PART III:	HISTORICAL FINANCIAL INFORMATION RELATING TO THE UBM GROUP	34
PART IV:	UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR
	THE ENLARGED GROUP	35
PART V:	ADDITIONAL INFORMATION	44
PART VI:	QUANTIFIED FINANCIAL BENEFITS STATEMENT	67
PART VII:	DEFINITIONS	69

IMPORTANT INFORMATION

1. Cautionary note regarding forward-looking statements

This document (including the information incorporated by reference into this document) includes forward looking statements. The words "believe", "anticipate", "expect", "intend", "aim", "plan", "predict", "continue", "assume", "positioned", "may", "will", "should", "shall", "risk" and other similar expressions are predictions of or indicate future events and future trends or identify forward looking statements. These forward looking statements include all matters that are not current or historical facts. In particular, the statements regarding the Informa Group's strategy, future financial position and other future events or prospects are forward looking statements.

Informa Shareholders should not place undue reliance on forward looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of Informa. By their nature, forward looking statements involve risks and uncertainties because such statements relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not indicative of future performance and the actual results of operations and financial condition of the Informa Group, and the development of the industry in which the Informa Group operates, may differ materially from those made in or suggested by the forward looking statements contained in this document. Important risk factors which may cause actual results to differ include, but are not limited to, those described in Part II (Risk Factors) of this document. The cautionary statements set out above should be considered in connection with any subsequent written or oral forward looking statements that Informa, or persons acting on its behalf, may issue.

These forward looking statements reflect Informa's judgement at the date of this document and are not intended to provide any representations, assurances or guarantees as to future events or results. To the extent required by the Listing Rules, the Disclosure Guidance and Transparency Rules and other applicable regulation, Informa will update or revise the information in this document. Otherwise, Informa undertakes no obligation to update or revise any forward looking statements or other information, and will not publicly release any revisions it may make to any forward looking statements or other information that may result from events or circumstances arising after the date of this document. Informa Shareholders should note that this paragraph is not intended to qualify the statement as to working capital set out in Part V (Additional Information) of this document.

No statement in this document (including any information incorporated by reference into this document) is intended to constitute a profit forecast or profit estimate for any period.

2. Currency presentation

Unless otherwise indicated, all references in this document to "pounds", "pounds sterling", "£", "pence" or "p" are to the lawful currency of the United Kingdom, all references to "\$", "US\$" or "US dollars" are to the lawful currency of the United States, all references to "€" or "euros" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

The average exchange rates of the Informa Group's main trading currencies, other than pounds sterling, are shown relative to pounds sterling below. The rates below may differ from the actual rates used in the preparation of the financial statements and other financial information that appears elsewhere in this document. The inclusion of these exchange rates is for illustrative purposes only and does not mean that the sterling amounts actually represent such US dollar or euro amounts or that such sterling amounts could have been converted into US dollars or euro at any particular rate, if at all.

Average rate against pounds sterling

		US dollar
Year ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Period End –––––––––––	––––––––––––––––––––––––––––––––––––––––––––––––––––––– Average –––––––––––	High –––––––––––	Low –––––––––––
2013	1.6566	1.5650	1.6566	1.4858
2014	1.5581	1.6475	1.7165	1.5515
2015	1.4734	1.5284	1.5883	1.4632
2016	1.2340	1.3558	1.4810	1.2158
2017	1.3513	1.2884	1.3594	1.2068
		Euro –––––––––––––––––––––––––––––––––––––––––––––––––––––––
Year ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Period End –––––––––––	Average –––––––––––	High –––––––––––	Low –––––––––––
2013	1.2014	1.1781	1.2325	1.1432
2014	1.2877	1.2408	1.2877	1.1911
2015	1.3560	1.3772	1.4416	1.2726
2016	1.1731	1.2247	1.3644	1.0983
2017	1.1260	1.1417	1.1942	1.0758

3. Industry and market data

Where information contained in this document has been sourced from a third party, Informa and the Informa Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

4. Presentation of financial information

Unless otherwise stated:

financial information relating to the Informa Group has been extracted without material adjustment from the audited consolidated financial statements of the Informa Group;
financial information relating to UBM has been extracted without material adjustment from the historical financial information set out in Part VII (Historical Financial Information relating to the UBM Group) of the Prospectus; and
all prices quoted for Informa Shares are closing prices in pounds sterling as provided by the London Stock Exchange.

Unless otherwise indicated, financial information in this document relating to Informa and UBM has been prepared in accordance with IFRS and in accordance with the accounting policies adopted by Informa in preparing the Informa 2017 Financial Statements. The UBM Group's accounting policies under which the financial information was prepared are not materially different from the Informa Group's accounting policies.

5. Rounding

Certain data in this document, including financial, statistical and operating information, have been rounded. As a result of rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. Percentages have also been rounded and accordingly may not add to 100 per cent.

6. Non-IFRS financial measures

In addition to the statutory results, adjusted results are prepared for the income statement, including adjusted operating profit and adjusted diluted earnings per share. The Informa Board considers these non-GAAP measures as the most appropriate way to measure the Informa Group's performance so it is comparable to the prior year. This is in line with similar adjusted measures used by our peers and facilitates comparisons. Adjusting items include recurring and non-recurring items.

Adjusted operating profit of Informa

Adjusted operating profit is calculated as operating profit, after adding back certain items, including those which, in the opinion of the Informa Directors, would distort underlying results. The following items that have been added back to operating profit to arrive at adjusted operating profit:

amortisation of intangibles recognised upon business combinations or the acquisition of trade and assets;
impairment of goodwill, intangible assets and loan receivables;
restructuring and reorganisation costs, which are the costs incurred by the Informa Group in reorganising and integrating acquired businesses, vacant property costs, business restructuring in response to changes in market conditions and closure of businesses;
acquisition and integration costs; and
subsequent remeasurement of contingent consideration.

Adjusted earnings of Informa

Adjusted earnings is defined as the statutory profits of the Informa Group, after tax, from continuing and discontinued operations adjusted to exclude after tax those items excluded from adjusted operating profit and, in addition, excluding after tax the profit or loss on disposal of subsidiaries or operations and other nonrecurring items below operating profit which, in the opinion of the Informa Directors, would distort underlying results.

Adjusted results are prepared by Informa in addition to statutory results to provide a more comparable indication of the Informa Group's underlying business performance compared with prior years and are in line with similar adjusted measures used by Informa's peer companies, facilitating comparison to such peers. However, adjusted operating profit and adjusted earnings are "non-GAAP" measures and therefore may not be directly comparable with similarly titled measures used by other companies.

Adjusted operating profit of UBM

Adjusted operating profit is calculated by the UBM Group as IFRS operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of tax on results of joint ventures and associates. This measure provides insight into ongoing profit generation, both individually and relative to other companies.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times set out in this expected timetable of principal events and mentioned throughout this document are indicative only and are based on Informa's current expectations and may be subject to change (including as a result of changes to the regulatory timetable and/or the process for implementation of the Offer) and/or adjusted by Informa, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Informa Shareholders through a Regulatory Information Service.

References to a time of day are to London time.

Event ––––––––––––––––––––––––––––––––––––––––––––––––––––––	Time and Date –––––––––––––––––––––––––––––
Publication of this document, the Prospectus and the Scheme Document	14 March 2018
Latest time and date for receipt of forms of proxy for the Informa General Meeting	10.30 a.m. on 13 April 2018
Voting record time for the Informa General Meeting	6:30 p.m. 15 April 2018
Informa General Meeting	10:30 a.m. on 17 April 2018
Court Meeting	11:00 a.m. on 17 April 2018
UBM General Meeting	11:15 a.m. on 17 April 2018(1)
Court Hearing	A date expected to be in the second quarter of 2018 subject to regulatory clearance ("D")*
Last day of dealings in, for registration of transfers of, and disablement in CREST of, UBM Shares	D*
Suspension of trading in UBM Shares	5:00 p.m. on D*
Election Return Time (being the latest time for receipt of Form of Election or Electronic Elections from CREST holders)	6.00 p.m. on D*
Scheme Record Time	6:00 p.m. on D*
Effective Date	D+1*
New Informa Shares issued to UBM Shareholders	By 8:00 a.m. on D+2*
Admission and commencement of dealings in the New Informa Shares on the London Stock Exchange	By 8:00 a.m. on D+2*
Cancellation of listing of UBM	By 8:00 a.m. on D+2*
CREST accounts of UBM Shareholders credited with New Informa Shares	On or soon after 8.00 a.m. on D+2* but not later than within 14 days of the Effective Date
CREST accounts credited with any cash due under the Scheme and in relation to fractional entitlements	Within 14 days of the Effective Date
Despatch of share certificates for New Informa Shares and cheques for the cash due under the Scheme and in relation to fractional entitlements	Within 14 days of the Effective Date
Long Stop Date	31 December 2018(2)

(1) To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(2) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as may be agreed in writing by Informa and UBM (with the Panel's consent and as the Court may approve (if required)).

^(*) All dates by reference to "D+1" and "D+2" will be to the Business Day falling immediately after the date indicated.

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Function

Derek Mapp Stephen A. Carter CBE Gareth Wright Gareth Bullock Helen Owers Cindy Rose Stephen Davidson David Flaschen John Rishton	Non-Executive Chairman Group Chief Executive Group Finance Director Senior Independent Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
Company Secretary	Rupert Hopley
Registered Office and Telephone Number	5 Howick Place London SW1P 1WG United Kingdom Telephone 020 7017 5000
Sponsor, Corporate Broker and Financial Adviser	Barclays Bank PLC, acting through its Investment Bank 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Lead Financial Adviser	Centerview Partners UK LLP 100 Pall Mall 3rd Floor London SW1Y 5NQ United Kingdom
Corporate Broker and Financial Adviser	Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom
Financial Adviser to the Informa Board	Rothschild New Court St Swithin's Lane London EC4N 8AL United Kingdom
Legal Adviser to Informa as to English law	Clifford Chance LLP 10 Upper Bank Street Canary Wharf London E14 5JJ United Kingdom
Legal Adviser to Informa as to Jersey law	Mourant Ozannes 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands

Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HT United Kingdom Registrars Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom Deloitte LLP 2 New Street Square London EC4A 3BZ United Kingdom Legal Adviser to the Sponsor as to English law Auditor and Reporting Accountant to Informa Group

PART I

LETTER FROM THE CHAIRMAN OF INFORMA

INFORMA PLC

(Incorporated and registered in England and Wales under the Companies Act of 2006 with registered number 08860726)

Derek Mapp (Non-Executive Chairman) 5 Howick Place Stephen A. Carter CBE (Group Chief Executive) London SW1P 1WG Gareth Wright (Group Finance Director) United Kingdom Gareth Bullock (Senior Independent Non-Executive Director) Helen Owers (Non-Executive Director) Cindy Rose (Non-Executive Director) Stephen Davidson (Non-Executive Director) David Flaschen (Non-Executive Director) John Rishton (Non-Executive Director)

Directors: Registered Office:

14 March 2018

To Informa Shareholders and, for information only, to holders of options over Informa Shares

Dear Informa Shareholder

RECOMMENDED CASH AND SHARES OFFER TO ACQUIRE UBM AND NOTICE OF GENERAL MEETING

1. Introduction

On 30 January 2018, Informa PLC ("Informa") announced that it had reached agreement on the terms of the recommended offer by Informa for UBM plc ("UBM") by way of a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (although Informa reserves the right to implement the Offer by way of a takeover offer) (the "Offer").

The Offer, which is being recommended to shareholders by the Informa Board and UBM Board, comprises a mix of shares and cash consideration from Informa for the entire issued and to be issued share capital of UBM. The boards of both companies believe there is a compelling commercial and strategic rationale for creating the Enlarged Group, to offer major benefits for customers and colleagues, while having the potential to create significant value for shareholders, supported by accelerated growth opportunities, significant synergies and attractive earnings accretion.

Under the terms of the Offer, UBM Shareholders whose names appear on the register of members of UBM at the Scheme Record Time will be entitled to receive:

For each UBM Share:	1.083 New Informa Shares
	and
	163 pence in cash
	(the "Offer Price").

Based on the Closing Price of 746.0 pence per Informa Share on 15 January 2018 (being the last Business Day before the commencement of the Offer Period), the Offer Price represents:

a value of approximately 970.9 pence per UBM Share;
a value of approximately £3.9 billion for UBM;
a premium of 29.9 per cent. to the Closing Price of 747.5 pence per UBM Share on 15 January 2018 (being the Closing Price on the last Business Day before the commencement of the Offer Period); and

• in addition, based on the respective thirty-day volume-weighted average share prices to the last Business Day before the commencement of the Offer Period, a premium of 29.0 per cent.

Based on the Closing Price of 712.6 pence per Informa Share on the Latest Practicable Date, the terms of the Offer represent:

a value of approximately 934.7 pence per UBM Share; and
a value of approximately £3.7 billion for UBM.

Upon Completion it is expected that Informa Shareholders will own approximately 65.6 per cent. of the Enlarged Group and UBM Shareholders will own approximately 34.4 per cent. of the Enlarged Group (based on the ordinary share capital of Informa and the fully diluted share capital of UBM as at the Last Practicable Date).

UBM Shareholders (other than those with a registered address in, or who are a citizen, resident or national of, a Restricted Jurisdiction) will be entitled to elect, subject to availability, to vary the proportions in which they receive New Informa Shares and cash in respect of their holdings in UBM Shares. However, the total number of New Informa Shares to be issued and the maximum amount of cash to be paid under the Offer will not be varied as a result of elections under the Mix and Match Facility. Accordingly, elections made by UBM Shareholders under the Mix and Match Facility will be satisfied only to the extent that other UBM Shareholders make offsetting elections.

To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, UBM Shareholders who make an election under the Mix and Match Facility will not know the exact number of New Informa Shares or the amount of cash they will receive until settlement of the consideration due to them in respect of the Offer. The Mix and Match Facility is conditional upon Completion.

Elections under the Mix and Match Facility will not affect the entitlements of those UBM Shareholders who do not make such elections.

Owing to its size, the Offer constitutes a Class 1 transaction for the purposes of the Listing Rules and therefore requires the approval of Informa Shareholders. Accordingly, the Informa General Meeting has been convened for 10:30 a.m. on 17 April 2018 at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH. The notice convening the Informa General Meeting is set out at the end of this document and an explanation of the Resolution to be proposed at the meeting is set out in paragraph 19 below.

Informa intends to finance the cash consideration payable to UBM Shareholders under the Offer from thirdparty debt. For this purpose, Informa has entered into a £700,000,000 committed term loan facility under the Term Facilities Agreement (the "Consideration Facility").

The purpose of this letter is to give you further details of the Offer, including the background to and reasons for it, to explain why the Informa Board considers it to be in the best interests of Informa and the Informa Shareholders as a whole and to seek your approval of the Resolution.

2. Background to and reasons for the Offer

The Informa Board and UBM Board believe there is a compelling commercial and strategic rationale for creating the Enlarged Group, bringing major benefits for customers and colleagues while having the potential to create significant value for shareholders.

The knowledge & information market is expanding at pace. Digitisation has driven rapid growth in the internet, electronic communications and social media, leading to exponential growth in the volume and availability of data and information.

For businesses, this creates challenges in understanding markets, identifying trends and developing new customer relationships. There is a need for timely insights, accurate intelligence and bespoke analysis that cuts through the information noise to help focus on what matters. Similarly, there is a demand for platforms that can provide targeted business connections at scale. Knowledge has become the key competitive advantage, helping companies to make better decisions faster, target the right buyers at the right time and improve returns on investment.

Businesses with access, data and expertise in industries and markets, with the tools to provide specialist knowledge and connections that create advantages have, therefore, become highly valued and sought after.

As this market for B2B Information Services grows and expands internationally, operating scale and industry specialisation are becoming increasingly important. Businesses need partners with deep, specialist expertise in industry verticals who can help them gain knowledge and develop relationships internationally, incorporating a range of face-to-face platforms and events, data analytics, targeted lead generation and trusted, reliable intelligence and research.

This evolving and expanding landscape creates exciting opportunities for information services companies that have the right mix of assets and capabilities.

Informa believes that the Enlarged Group will benefit from these trends towards increased operating scale and industry specialisation in the global B2B Information Services market. The Enlarged Group will build on the respective strengths of Informa and UBM to meet growing customer demand for brands and partners with international reach, specialist industry knowledge and an increasingly wide range of B2B Information Services that incorporate face-to-face platforms and events, data analytics, targeted marketing services and trusted, reliable intelligence and research.

The industrial logic of combining the B2B brands and capabilities of Informa and UBM is well understood. Given the complementary portfolios, geographic focus and growth trajectories of both companies, Informa believes that now is the opportune moment to create a B2B Information Services Group with the scale and specialist capabilities to capture the long-term growth potential of this expanding market.

The timing is further supported by the significant progress made under the respective strategies of each group, which have led to greater focus and operational efficiency.

Informa PLC

The Informa Board has long-recognised the value and potential opportunities in the knowledge & information market and in 2014 launched the Growth Acceleration Plan ("GAP") to better position the group to pursue these opportunities.

The headline ambition of GAP was to return all parts of the business to growth whilst simultaneously building the capacity and capabilities for future growth and scale. It was a strategy of proactive change and investment, built around five key initiatives:

1. Build and buy a scale B2B events business in the Global Exhibitions division,
1. Repair and return to growth the Business Intelligence division,
1. Simplify, focus and grow the Knowledge & Networking division,
1. Build scale and management capability in the US market, and
1. Invest to build the platforms and capabilities for future scale and growth.

The programme of measured change delivered through GAP has resulted in a simplified Informa group structure, with a greater focus on end markets and customers, and improved levels of operational fitness. It has also led to significant investment in technology, building robust platforms for the delivery of future growth and scale. This has been matched by significant external investment through the targeted addition of businesses, helping Informa to expand internationally, strengthen its position in key industry verticals and broaden its range of B2B capabilities.

GAP was successfully completed in 2017, with all five initiatives achieved along with the over-arching ambition for higher levels of growth:

All four divisions delivered positive underlying revenue growth in 2017, with the Informa Group's underlying growth rate at over +3 per cent. compared with a base of +0.7 per cent. in 2014.
In Global Exhibitions, revenue has grown from £160 million in 2013 prior to GAP, to more than £550 million in 2017 through a combination of market-leading underlying growth and a programme of targeted acquisitions, including:
Health & Nutrition (Virgo, Penton),
Construction & Real Estate (Hanley Wood, WWETT),
Beauty & Aesthetics (China Beauty, FACE),
Life Sciences (FIME, EHI),
Agriculture (Penton, Agrishow),
International Yachting (YPI), and
Pop Culture (Dallas Comicon, Orlando Megacon).
Following Completion, the Enlarged Group is expected to have total B2B events revenue of around £1.7 billion creating a leading, scale position in this attractive sector.
In the key region of the United States, which accounts for around half of the global B2B events industry and around half of the B2B intelligence industry, Informa has expanded purposefully, building strong market positions with highly experienced management teams. Revenue across all Informa's businesses in the US reached more than \$1 billion in 2017, representing more than half of the Informa Group's revenues.
Informa has invested around £80 million through the GAP period in a range of individual projects across all four operating divisions as well as centrally in the Global Support division. These initiatives have mainly been focused on technology, enhancing the group's core platforms, ranging from customer management systems, to marketing automation to front-end delivery platforms. This has strengthened the group's core capabilities, supporting the delivery of consistent future growth and further scale.

The largest single addition to the portfolio through the GAP period was Penton Information Services for £1.2 billion in November 2016. It significantly strengthened Informa's Global Exhibitions and Business Intelligence divisions, extending its US presence and market position in key verticals such as Health & Nutrition, Agriculture & Food, TMT, Infrastructure and Transportation.

Penton Information Services also broadened Informa's portfolio of B2B capabilities through its expertise in B2B marketing and data solutions, digital communities and specialist community content. This range of additional B2B services reflected Penton's highly commercial approach to customers, focused on maximising revenue by selling a full range of information services products tailored to each specific industry vertical.

The approach taken with Penton is reflective of a market that is rapidly moving to operating scale and industry specialisation, as customers increasingly look for partners with specialist knowledge and relationships who can deliver a range of services providing intelligence, data, networks, community and connections within their industry globally.

Informa has maintained this approach with the Penton businesses since the acquisition, keeping its historical franchises intact and continuing to sell across multiple services.

UBM plc

UBM plc is the largest pure play B2B events business in the world, owning and operating more than 300 exhibitions and events. The UBM Board recognises the long-term value and opportunities in the business information services market, with a particular focus on the power of face-to-face platforms for delivering valuable connections.

In November 2014, UBM launched the Events First strategy, to focus the group on the attractive B2B events industry. Over the past three years UBM's management team, under the leadership of Tim Cobbold, has been successfully implementing that strategy, reshaping the group's portfolio of businesses and transforming UBM into a high-quality events business. Significant progress has also been made towards improving operational effectiveness and efficiency, leading to both accelerating growth and an operating margin that is trending towards the group's medium-term margin target of 30 per cent.

Creating a leading B2B Information Services Group

The complementary nature of Informa and UBM's businesses and common focus on expansion and growth within the knowledge & information market have, understandably, led to a history of discussions between the two groups in regards to a potential combination. These have never progressed further for a number of reasons pertinent at the time, mainly reflecting historical portfolio mix and timing.

As the market for B2B Information Services progressively moves to operating scale and industry specialisation, the Informa Board and UBM Board recognise there is a compelling strategic rationale to combine the strengths of the two companies, creating a group with the scale and specialist capabilities to capture the full long-term growth potential of this attractive market.

The timing is supported by the completion of Informa's transformation programme in 2017 and the significant progress UBM has made with its Events First strategy, which leaves both Informa and UBM focused and operationally fit, with greater geographic and portfolio complementarity and with accelerating underlying growth rates, ensuring the two groups come together from a position of strength:

The Enlarged Group has pro forma revenues of around £2.8 billion and adjusted operating profit of around £0.8 billion (based on results to 31 December 2017) and is expected to build on the success of the GAP and Events First strategies.
The Enlarged Group will employ around 11,000 colleagues, with a leading presence in the United States, China, Middle East, ASEAN, South America and India, amongst others.
The Enlarged Group will become the number one B2B events group globally and the leading exhibitions organiser in the key markets of China and the US. It will own 24 of the Top 250 US exhibitions as measured by the Trade Show News Network and have more than 150 brands globally that each generate more than £2 million a year, and more than 60 brands that each generate more than £5 million a year, underlining the quality of its portfolio. This creates the scale, high-quality B2B events business that both Informa and UBM have been building towards.
The Enlarged Group will also own complementary subscription-based B2B Intelligence and specialist B2B marketing services businesses. Its Intelligence business includes leading brands within six industry verticals, including Pharma (Citeline), TMT (Ovum), Maritime (Lloyd's List), Agriculture & Food (Fertecon), Finance (EPFR Global) and Industry & Infrastructure (IndustryWeek). On marketing services, the Offer will bring together Informa Engage with a range of specialist marketing businesses within UBM.
The Enlarged Group will continue to own the leading scholarly research business, Taylor & Francis, with annual revenues of more than £500 million. While this serves a different end market in upper level education and research, it is an information business with similarities to and crossover with the rest of the group in areas such as content production, data management and digital delivery. It remains a core business for the Enlarged Group, delivering steady underlying revenue growth and attractive margins to produce consistently strong cash flow.

Having built a leading position in B2B events, as the wider B2B market moves to operating scale and industry specialisation, the Enlarged Group will focus the next stage of development on its broader portfolio, whilst maintaining strong cash discipline, a progressive dividend policy and robust balance sheet.

Informa believes that the next stage of the Enlarged Group's evolution will be about using the immediate benefits of operating scale to invest, adapt and accelerate to reap the wider benefits of industry specialisation.

Benefits of Operating Scale

Revenue growth…
The Enlarged Group creates a scale growth business within attractive growth markets, both geographically and by category;
The Enlarged Group is expected to benefit from incremental near-term revenue opportunities in areas including cross-marketing, internationalisation, comprehensive marketing solutions, digitisation, sponsorship and customer value initiatives. Longer term, there is the potential for further growth acceleration through the benefits of industry specialisation. These revenue opportunities have not been quantified and therefore have not been reported on under the Takeover Code;
Global reach…creating broader based growth and market opportunities:
Informa and UBM have highly complementary geographic portfolios, with Informa's strength in the United States and Middle East fitting seamlessly with UBM's strength in China, the United States and South America;
The Enlarged Group is expected to operate in more than 30 countries, including B2B positions in the major markets of the United States, China, Middle East, ASEAN, South America and India;
Quality of earnings…
The Enlarged Group is expected to have more predictable and resilient earnings on the back of its increased scale and international breadth, with less exposure to individual customer or market volatilities;
The Enlarged Group is expected to generate more than two thirds of revenue from forward booked and recurring revenue streams, including exhibitions, subscriptions and multi-year sponsorship, further underpinning the predictability, visibility and resilience of earnings;
Cash flow strength…strong 2017 free cash flow for both businesses, allowing for:
Flexibility and funding for continued reinvestment back into the business for new growth initiatives and product development;
Consistent and progressive returns to shareholders through dividends or other forms of capital return;
Targeted bolt-on acquisitions, adding further geographic reach and/or new capabilities;
Capital discipline, ensuring a robust balance sheet at the Enlarged Group, with a target of maintaining a profile consistent with investment grade status;
B2B events strength…around £1.7 billion of B2B events revenue:
Depth and breadth in major geographical events markets of the United States, China, Middle East, ASEAN, South America and India;
Strong vertical positions, including Health & Nutrition (Food Ingredients, Natural Products West Expo), Life Sciences (Arab Health, Hospitalar), Pharma & Biotech (CPhI, Bio Europe) and Technology (Black Hat, Ovum);
Increased scale in regions and verticals will strengthen customer relationships, improve partnership opportunities and drive operational efficiencies;
Operational excellence…
The Enlarged Group will bring together some of the most talented and experienced colleagues within their respective B2B markets. Combining world-class in-market talent, extensive operating experience and leading processes should ensure operational fitness and performance;
Technology innovation…
The increased operating and financial scale of the Enlarged Group will allow for greater absolute levels of reinvestment and innovation in the business, delivering greater frequency and quality of new products, technology and platform enhancements; and
Operating synergies…
The Offer will lead to scale efficiencies and reduction in cost duplication, producing significant operating synergies. It is anticipated there will be annual recurring pre-tax cost savings of at least £60 million, with around £50 million to be delivered in the 2019 financial year.

Over time, Informa expects that the Enlarged Group will enable it to capture the wider benefits of industry specialisation in B2B Information Services, accelerating the shift to a more customer-led operating model built around the strengths of the Enlarged Group's positions in key industry verticals and broad set of powerful B2B capabilities.

Benefits of Industry Specialisation

Industry strength and depth…reach and depth in more than 15 targeted verticals:
The Enlarged Group will provide professional networks and communities with subscriptionbased products, high-quality branded confexes, scale exhibitions, specialist lead generation and content and other information services across more than 15 industry verticals;
On Completion of the Offer, the Enlarged Group will already have established, focused strength in several major verticals, including Health & Nutrition, Life Sciences, Pharma & Biotech and Technology;

Selection of verticals	Examples of events, data and media brands:
Health & Nutrition	Food Ingredients, Natural Products West
Life Sciences	Arab Health, Hospitalar
Pharma & Biotech	CPhI, Bio Europe
Technology	Black Hat, Ovum
Infrastructure, Real Estate & Construction	Expo CIHAC, World of Concrete
Food Technology & Hospitality	Hotelex & Expo Finefood, Fispal Technologia
Advanced Manufacturing & Industrial	ExpoMafe, MD&M
Maritime	Lloyd's List, Seatrade Cruise Global
Fashion & Jewellery	Hong Kong Jewellery & Gem Fairs, MAGIC
Agriculture	Agrishow, Farm Progress
Finance	EPFR Global, SuperReturn
Transportation	MRO Europe, World Routes
International Yachting	Monaco Yacht Show, China International Boat Show
Pop Culture & Brands	FanExpo, Licensing Expo
Furniture	Furniture China, Formobile
Lifestyle	CBME, Bahrain Autumn Fair

Customer strength…
As the Enlarged Group offers an increasing array of connected B2B services across multiple channels, it has the opportunity to develop deeper, more strategic customer relationships. It will increasingly become a growth partner for customers and a market-maker for particular industry verticals;
Data and Marketing Solutions…
The combination of high-quality brands, depth in verticals and international reach provides the Enlarged Group with a major growth opportunity in specialist B2B marketing services;
Utilising its audience reach, specialist vertical knowledge and data capabilities, it can provide customers with highly targeted B2B lead generation products; and
Verticalisation…
Over time, the Enlarged Group will gradually shift its operating model to be more customerled and market-focused. This will position the business as a market-maker or growth enabler for the vertical, partnering closely with customers to help them build market share and grow the overall size of the market.

Benefits for Colleagues

Informa expects the Enlarged Group will employ around 11,000 colleagues, whose energy, ideas and contribution create the content, events, intelligence and learning that customers value. The Enlarged Group will create new opportunities for colleagues through:

Scale and Specialisation…
as part of a broader-based information services group, there will be greater opportunity for colleagues to gain knowledge in adjacent markets, learn new skills and pursue internal roles in different areas;
International opportunities…
the Enlarged Group's operational footprint and geographic reach will provide exciting opportunities for colleagues to work internationally as part of a more global organisation;
Colleague investment…
the Enlarged Group will benefit from scale efficiencies, providing greater scope for investment in areas of training and personal development; and
Growth markets…
the Enlarged Group will have strong positions in attractive and growing information markets, providing job satisfaction and career opportunities.

Value Creation for Shareholders

Informa expects the Enlarged Group to create significant value for shareholders as the benefits of increased operating scale and industry specialisation lead to significant operating synergies, increased financial strength and higher levels of sustainable and predictable growth:

Sustainable growth…
the combination of increased scale, international reach in attractive markets, operational fitness and a broad set of B2B capabilities will make the Enlarged Group a powerful partner for B2B customers, leading to higher levels of sustainable growth;
Predictable growth…
the Enlarged Group will be a more predictable and robust business, reflecting increased international scale, portfolio balance and breadth and a higher level of forward booked and predictable revenue, with more than two thirds generated from exhibitions, subscriptions and pre-booked sponsorship;
Financial strength…
the Enlarged Group is expected to be highly cash generative, generating £0.6 billion of free cash flow annually, providing increased flexibility for investment and shareholder returns while maintaining a strong balance sheet; and
Operating synergies…
the Enlarged Group is expected to deliver at least £60 million of annual recurring pre-tax cost savings. Furthermore, the Offer is expected to lead to attractive incremental revenue opportunities in areas such as cross-marketing, increased customer retention, the internationalisation of products and services and digital platforms. Over the long term, the benefits of Industry Specialisation are also expected to generate additional revenue opportunities, as the Enlarged Group offers a more integrated approach to B2B services through industry verticals. These revenue opportunities have not been quantified and therefore have not been reported on under the Takeover Code.

As a result, the Informa Board expects the Offer to result in:

Attractive earnings accretion…
positive earnings enhancement in the first full financial year following the Effective Date;
Positive returns…
a post-tax return on invested capital in excess of Informa's cost of capital within three full financial years of ownership; and
Increased liquidity…
the creation of the Enlarged Group is expected to increase the liquidity of the group's equity, making it easier for investors to buy and sell shares. The Enlarged Group is expected to have a market capitalisation of over £8.9 billion and be a member of a number of major indices, including the FTSE 100 Index.

3. Financial benefits and effects of the Offer

The Informa Board is confident that, as a direct result of the Offer, the Enlarged Group will generate attractive synergies and create additional shareholder value.

The Announcement included statements of estimated cost savings and synergies expected to arise from the Offer.

The immediate benefits of operating scale are expected to generate significant operating synergies, including a run rate of at least £60 million of annual recurring pre-tax cost savings by the end of 2020, with around £50 million to be delivered in the 2019 financial year.

These anticipated cost synergies will accrue as a direct result of the creation of the Enlarged Group and would not be achieved on a standalone basis. The potential sources of quantified operating synergies are in addition to any savings previously targeted and already underway by either Informa or UBM.

The constituent elements of quantified cost synergies, which are expected to originate from the cost bases of both Informa and UBM, comprise:

Corporate overhead reduction: approximately £20 million (33 per cent.) of the cost synergies are expected to be generated from the reduction of duplicated costs across the board and executive leadership teams, as well as across other corporate and group functions;
Management and support restructuring: approximately £37 million (61 per cent.) of the cost synergies are expected to be generated from a reduction of duplicate management and associated costs, and the rationalisation of overlapping IT systems, processes and associated investment spend; and
Procurement benefits: approximately £3 million (6 per cent.) of the cost synergies are expected to be generated from leveraging the Enlarged Group's scale across procurement, commissions, insurance and property.

Informa estimates that the realisation of these synergies will give rise to one-off cash costs of approximately £80 million, the majority of which will be incurred in the first two years after the Effective Date.

Aside from these one-off costs, Informa does not expect any material dis-synergies to arise from the creation of the Enlarged Group.

The Quantified Financial Benefits Statement set out above has been reported on under the Takeover Code by Deloitte, and by Informa's financial advisers, Centerview Partners and Barclays.

Please refer to Part VI (Quantified Financial Benefits Statement) for further detail on the above Quantified Financial Benefits Statement (including the supporting bases of belief and principal assumptions). References in this document to the Quantified Financial Benefits Statement should be read in conjunction with Part VI (Quantified Financial Benefits Statement).

The Informa Directors have confirmed that there have been no material changes to the Quantified Financial Benefits Statement since 30 January 2018 and the Quantified Financial Benefits Statement remains valid.

As required by Rule 27.2(d)(ii) of the Takeover Code, each of Deloitte, Centerview Partners and Barclays have confirmed that their respective reports dated 30 January 2018 and produced in connection with the Quantified Financial Benefits Statement continue to apply. Such reports were issued solely to comply with Rule 28.1(a) of the Takeover Code and do not form part of this document.

Potential revenue opportunities

The Informa Board is also confident of delivering significant further value through the realisation of incremental revenue synergies that have not been quantified and therefore have not been reported on under the Takeover Code. The Informa Board believes such further value could be generated through its 6-Step Revenue Growth Plan, further details of which are provided in paragraph 5 below.

Informa's past experience in executing and integrating significant acquisitions provides the Informa Board with reassurance and confidence in the deliverability of the quantified cost synergies outlined, as well as in the value potential of the incremental revenue opportunities identified.

Financial effects

Informa expects the Enlarged Group to raise its leverage to around three times net debt to adjusted EBITDA at the Effective Date. This position is supported by high levels of forward visibility on revenue and projected strong cash generation, which are expected to reduce leverage below the target ceiling of 2.5 times net debt to adjusted EBITDA over time. The Informa Board believes that this is a level which is broadly consistent with an investment grade profile.

The effective tax rate for the Enlarged Group is expected by Informa to be around 19 per cent. in 2018 on a pro forma basis and a similar level in 2019 and 2020. This reflects the combined tax structures of both groups as well as the effects of recent changes to US tax legislation through The Tax Cuts and Jobs Act of 2017.

The Informa Board intends to maintain a progressive dividend policy, using Informa's dividend per share as the base. It will seek to deliver consistent growth in dividends, reflective of its free cash flow growth.

Informa's intention is to disclose the results of the UBM Group as a separate division within the Informa Group for the 2018 Interim Results in July. By the end of 2018, Informa expects to provide results for the Enlarged Group.

4. Summary financial information on UBM

The historical financial information of the UBM Group for the financial periods ended 31 December 2015, 31 December 2016 and 31 December 2017 is referred to in Part III (Historical Financial Information relating to the UBM Group) of this document.

In the financial year ended 31 December 2017, UBM generated £1,002.9 million of revenue from continuing operations, £294.2 million of adjusted operating profit from continuing operations and had gross assets of £2,452.0 million.

Investors should read the whole of this document and not rely solely on the summarised financial information in this section. Further financial information is contained in Part III (Historical Financial Information relating to the UBM Group) of this document.

5. Informa's intentions and strategic plans

The Accelerated Integration Plan

It is Informa's ambition to move with pace and purpose to create a unified business by the end of 2018. This will be achieved through the Accelerated Integration Plan ("AIP"), a detailed programme that follows a similar approach to the integration of Penton Information Services, designed to minimise disruption to customers, maintain operational momentum, and create opportunities for all colleagues from Informa and UBM.

Guiding Principles

(a) Simplicity and Speed – Management and leadership

Patrick Martell, the Chief Executive of Informa's Business Intelligence division, will additionally take over from Tim Cobbold as Chief Executive of the UBM operating unit to lead the AIP from the Effective Date through to a target date for completion of market-facing commercial integration of 31 December 2018. With this approach, Informa will be replicating the process and structure it adopted during the integration of Penton Information Services.

Reporting directly to Stephen A. Carter CBE, Patrick will work closely with Charlie McCurdy, Chief Executive of Informa's Global Exhibitions division, Andrew Mullins, Chief Executive of Informa's Knowledge & Networking division, and Senior Operating Management from UBM to develop the Enlarged Group's operating model and management structure.

(b) Business First – Minimise disruption

It is Informa's view that at the brand, market and operating level, UBM has strong leadership with well-established customer relationships and deep expertise within its numerous vertical-focused businesses. The AIP will seek to minimise any disruption to these brand and event teams, providing strong ongoing support to allow them to focus on continued delivery and growth.

(c) Leaning into Strength – Operating approach by region

In Asia, where UBM has a leading business, the combination will be approached in a way that reflects its established position in the region and the strength and experience of its Asian management team. This team will join forces with Informa's brands, leaders and important joint venture partners to drive its continued expansion and growth in the region.

In the Americas, where UBM and Informa have highly complementary businesses, the operating structure will reflect the Enlarged Group's depth in industry verticals. Similarly, in Europe, operations will be merged and streamlined.

In the Middle East & Africa, Informa has an established business with an experienced management team, who will welcome UBM's operations into its existing structure.

(d) Stability and Continuity – No change to shared service centres

The AIP is focused on streamlining the two businesses with minimal disruption. To this end, there are no plans to make any changes to the shared service centre structure of either UBM or Informa. This includes UBM's shared service centres in Kent, Long Island and Hong Kong, as well as Informa's shared service centres in Colchester, Cleveland, Sarasota and Singapore.

(e) Efficiency First – Maximise the benefits of scale

The AIP will quickly target potential areas of savings arising from scale efficiencies, including in relation to venues, general contractors, consultancies, travel, IT services, property, insurance, marketing and governance.

(f) Efficiency First – Duplication of resources

There will be some overlap between the two businesses in corporate overhead, and divisional and operating management. The AIP is designed to identify the optimal combination of people and resources, providing clarity for colleagues quickly. The approach will be one of minimising duplication and maximising simplicity.

(g) Focused-Scale – Growth in verticals and specialisation

The Enlarged Group will have a range of focused scale positions across more than 15 key industry verticals, some well-developed and others emerging. For example, in Health & Nutrition there will be an immediate benefit by combining the strengths of Informa's fully integrated market-facing business, the Global Health & Nutrition Network, with those of UBM's successful Food Ingredients team. This will further expand the Enlarged Group's presence in this attractive international market.

The Enlarged Group will have the opportunity to build similar market-focused businesses in a number of other verticals where it will have focused-scale and depth of expertise. This includes Life Sciences, Pharma & Biotech and Technology.

(h) Customer First – Revenue opportunities

The AIP will pursue attractive short and medium-term revenue opportunities through its 6-Step Revenue Growth Plan:

1. Cross-Marketing…Use the combined customer, subscriber and visitor databases and focusedscale in verticals to offer a broader array of B2B products and services to a broader array of domestic and international customers.
1. Internationalisation…Leverage the Enlarged Group's expanded presence and portfolio of brands across international markets to drive sales syndication, geo-cloning and brand extension.
1. Comprehensive Marketing Solutions…Use the increased breadth and depth of the Enlarged Group's vertical portfolios and specialist data and market capabilities to bundle products for customers, providing a comprehensive and effective solution for reaching their customers.
1. Digitisation…Deploy the Enlarged Group's digital platforms and data enrichment capabilities across the expanded events portfolio to deliver targeted lead generation for exhibitors and increase visitor engagement both before and after events.
1. Sponsorship…Leverage the Enlarged Group's proven expertise and capability in developing innovative and bespoke sponsorship opportunities across the expanded events portfolio.
1. Customer Value Initiatives…Apply established customer-value programmes across the combined events portfolio.

Board and Governance

The Enlarged Group would continue to be domiciled and listed in the United Kingdom, with major operational centres around the world.

It is intended that, on Completion of the Offer:

Derek Mapp, Chairman of Informa, will be Chairman of the Enlarged Group and Greg Lock, Chairman of UBM, will become the Deputy Chairman of the Enlarged Group;
Stephen A. Carter CBE, Chief Executive of Informa, will be Chief Executive of the Enlarged Group and Gareth Wright, Finance Director of Informa, will be Finance Director of the Enlarged Group;
Tim Cobbold, Chief Executive of UBM, and Marina Wyatt, Chief Financial Officer of UBM, will step down from their roles within one month of the Effective Date. Mr Cobbold will be retained in an advisory capacity through to the end of 2018; and
The board of directors of the Enlarged Group will also include Informa's Senior Independent Director Gareth Bullock and his other Non-Executive Director colleagues from Informa. In addition to Greg Lock, Mary McDowell and David Wei will join as Non-Executive Directors of Informa from UBM. The other members of the UBM Board will step down with effect from the Effective Date.

6. Colleague Commitments

Colleagues

Both Informa and UBM are proud, people businesses with the energy, ideas and contribution of colleagues across the world their single most important asset. The Enlarged Group will be able to draw on the collective talent and experience from both companies to lead the business going forward. The Enlarged Group creates exciting new opportunities for colleagues from both companies within a business of greater size and scope.

Informa intends to maximise the amount of operating synergies derived from consolidation of overlapping IT systems and processes and leveraging the Enlarged Group's scale across procurement, commissions, insurance and property.

To achieve the remainder of the cost synergies outlined above, Informa intends to focus on the reduction of duplicate costs across the board and executive leadership teams, as well as across other corporate and group functions. In addition, there will be reductions in duplicate management and associated costs. The reductions in these areas, could lead, in aggregate, to a potential reduction in headcount of approximately three per cent. across the Enlarged Group. However, it is also anticipated that headcount reductions will be partly mitigated by further job opportunities over the medium term as a result of the potential revenue synergy opportunities, as well as the stand-alone growth of the Enlarged Group, natural attrition, and the elimination of vacant roles.

Informa's priority will also be to preserve market-facing positions at the Enlarged Group. There are no plans to change the balance of skills and functions of employees across the Enlarged Group.

Protection of Existing Contractual and Employment Rights

The existing contractual and employment rights of the employees from both companies will be safeguarded on and post completion of the Offer. In addition, for employees of the UBM Group, Informa has agreed pursuant to the Co-operation Agreement that, for a period of one year from the date on which Informa Shareholders approve the Offer (or, if later, six months following the Effective Date) there will be no changes to their existing terms and conditions regarding base pay, benefits and allowances, and severance rights will be protected.

Commitment to Pension Obligations

The existing rights under UBM's defined benefit pension schemes will be safeguarded on and post completion of the Offer. Informa intends that, post completion of the Offer, the Enlarged Group will continue to comply with all of UBM's existing defined benefit pension obligations, including commitments to make previously agreed deficit contributions and contractually required employer contributions, and any amounts that become payable under existing guarantees in favour of the trustees of the schemes. Informa Group plc will provide a new guarantee to the trustee of the UBM Pension Scheme, subject to the completion of the Offer and agreement from the trustee that it will call on its existing UBM guarantees first until they terminate. The guarantee will extend to all present and future obligations of the employer(s) in the UBM Pension Scheme up to the maximum liability that would be due under section 75 of the Pensions Act 1995 (i.e. the total cost as calculated by the scheme actuary to discharge all of the liabilities of the UBM Pension Scheme by the purchase of annuities).

All of UBM's defined benefit pension schemes are currently closed to the admission of new members. Both of UBM's defined benefit pension schemes in the UK are also closed to the future accrual of benefits for existing members. It is not intended that any changes shall be made to reopen (i) any of UBM's defined benefit pension schemes to the admission of new members or (ii) either of UBM's defined benefit pension schemes in the UK to the future accrual of benefits.

Building Communities through Office Locations

The headquarters of the Enlarged Group will remain in London. While there are no intentions to make changes to major office locations, including the location of UBM's headquarters, Informa would anticipate consolidating offices with near-term expiring leases that are located in close proximity to one another, to enable colleagues to work more closely together.

Other than this community-oriented approach to consolidating office space, Informa has no intention to redeploy material fixed assets of the Enlarged Group or make changes to the locations of business of the Enlarged Group.

Furthermore, UBM does not currently have a research and development function, and Informa has no plans in this regard.

Stability in Shared Service Centres

Informa has no intentions to make any changes to the shared service centre structure of either UBM or Informa. This includes UBM's shared service centres in Kent, Long Island and Hong Kong, as well as Informa's shared service centres in Colchester, Cleveland, Sarasota and Singapore.

7. Financing of the Offer

Informa intends to finance the cash consideration payable to UBM Shareholders under the Offer from thirdparty debt.

Informa entered into a term facilities agreement (the "Term Facilities Agreement") with Bank of America Merrill Lynch International Limited as agent and Bank of America, N.A. as original lender on 30 January 2018 pursuant to which the lenders have made available a £700 million committed term facility to Informa which may be used to (a) finance the cash consideration component of the consideration for the Offer and (b) finance certain fees, costs and taxes incurred by any member of the Informa Group in connection with the Offer.

In addition, the lenders under the Term Facilities Agreement have made available a £400 million and \$720 million term facility to Informa and Informa Group Holdings Limited which may be used to refinance certain elements of the UBM Group's debt.

Centerview Partners is satisfied that sufficient resources are available to Informa to satisfy in full the cash consideration payable to UBM Shareholders under the terms of the Offer.

For more information on the Term Facilities Agreement see paragraph 11 of Part V (Additional Information) of this document.

8. Irrevocable Undertakings

Informa has received irrevocable undertakings from the UBM Directors who have beneficial holdings of UBM Shares to vote in favour of the Scheme at the Court Meeting, as well as to vote in favour of the resolutions relating to the Offer to be proposed at the UBM General Meeting (and if the Offer is subsequently structured as a Takeover Offer, to accept any offer made by Informa). This is in respect of their entire beneficial holdings, amounting to an aggregate holding of 115,583 ordinary shares representing approximately 0.029 per cent. of UBM's existing issued share capital as at the Last Practicable Date.

Informa has also received irrevocable undertakings from the UBM Executive Directors, to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Offer to be proposed at the UBM General Meeting in respect of any UBM Shares received prior to the Voting Record Time for the UBM Meetings including as a result of any exercises of options held under the UBM Share Schemes (except options held under the UBM 2008 Sharesave Scheme). As a result of the exercise of options by Tim Cobbold on 6 March 2018 and subsequent transfer of UBM Shares as permitted under the terms of the irrevocable undertaking entered into, Informa has received an irrevocable undertaking from Carolyn Cobbold to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the UBM General Meeting in respect of 131,618 UBM Shares.

9. Offer-related arrangements

Confidentiality Agreement

Informa Group PLC and UBM entered into a Confidentiality Agreement on 21 December 2017, under which each of Informa Group PLC and UBM has undertaken to keep certain information relating to the other party confidential and not to disclose such information to third parties, except to the extent required for considering, evaluating, advising on or furthering the Offer.

The obligations of each party under the Confidentiality Agreement will terminate on completion of the Offer or, in the event that the Offer does not complete, the date that is twelve months after the termination of discussions or negotiations between the parties in relation to the Offer.

Confidentiality and Joint Defense Agreement

Informa, UBM and their respective external legal counsels have entered into a Confidentiality and Joint Defense Agreement dated 9 January 2018, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal counsels and external experts and does not result in a waiver of privilege, right or immunity that might otherwise be available.

Clean Team Confidentiality Agreement

Informa and UBM entered into a Clean Team Confidentiality Agreement on 9 January 2018, which sets out how any confidential information that is competitively sensitive can be disclosed, used or shared for the purposes of due diligence, the evaluation of synergies, planning the transition and integration and regulatory clearance.

Co-operation Agreement

Informa and UBM have entered into the Co-operation Agreement, under which Informa and UBM have agreed to use their reasonable efforts to satisfy, as soon as reasonably practicable, the Conditions relating to regulatory and other third party clearances set out in sub-paragraphs (b) to (g) inclusive of paragraph 4 of Appendix 1 (Conditions and further terms of the Offer) of the Announcement.

Informa and UBM have agreed to certain undertakings to provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory and other third party clearances. Informa and UBM have also agreed to provide each other with reasonable information, assistance and access for the preparation of the key shareholder documentation.

The Co-operation Agreement records Informa's and UBM's intention to implement the Offer by way of the Scheme. However, Informa may implement the Offer by way of a Takeover Offer if: (i) UBM consents; (ii) a third party announces a firm intention to make an offer for UBM; or (iii) the UBM Board withdraws, qualifies or modifies its recommendation of (or intention to recommend) the Offer.

Informa is subject to certain customary restrictions on the conduct of its business during the period pending completion of the Offer, and which prohibit, amongst other things: (i) the payment by Informa of dividends (other than in the ordinary course and consistent with past practice) and (ii) the allotment of further shares (or rights or options in respect of shares) (other than pursuant to employee share incentive plans, or in order to satisfy options or awards vesting under those plans).

The Co-operation Agreement also contains provisions that will apply in respect of the UBM Share Schemes and certain other employee incentive arrangements.

The Co-operation Agreement shall terminate (amongst other circumstances):

(i) if Informa and UBM so agree in writing;
(ii) if the Offer is withdrawn, terminated or lapses in accordance with its terms prior to the Long Stop Date and, where required, with the consent of the Panel;
(iii) if the Scheme is not approved by the UBM Shareholders at the Court Meeting and/or the UBM General Meeting or the Court refuses to sanction the Scheme; or
(iv) unless otherwise agreed by the parties in writing, if the Effective Date has not occurred by the Long Stop Date.

10. Current Trading and Prospects

Informa PLC

The Informa Group continued to deliver an improving financial performance during 2017. Reported Informa Group revenue grew by 30.7 per cent. to £1,757.6 million and adjusted operating profit was up 31.3 per cent. at £545.5 million. Underlying revenue growth was up 3.4 per cent., higher than the 1.6 per cent. organic revenue growth reported in 2016. Strong returns from acquisitions accounted for a further 21 per cent. of the reported growth rate, while the benefit of currency, including US Dollar strength on the Informa Group's expanded US revenue base accounted for around 6 per cent.

Following the successful delivery of GAP and effective integration of Penton Information Services, Informa entered 2018 with all four operating divisions delivering positive underlying revenue growth. The Informa Group will seek to build on this strong foundation in 2018, with continued investment in its products and customer platforms, alongside further international expansion. It is expected that 2018 will be a year of growth continuation, with a target to improve Informa Group underlying revenue growth to more than 3.5 per cent.

In addition, through its recommended offer for UBM, Informa believes it will reap the benefits of increased operating scale and industry specialisation, creating a leading B2B Information Services Group with the scale and specialist capabilities to capture the long-term growth potential of this expanding market.

UBM plc

On 28 February 2018, UBM published its results for the twelve months to 31 December 2017, in which UBM stated:

"Over the last three years, Events First has focused UBM on the attractive events market and the team has built a high-quality events business with geographic breadth and strong brands, serving a wide range of industry sectors.

In 2017 we delivered a strong financial performance with Annual Events adjusted underlying revenue growth accelerating to 5.3 per cent., further margin expansion and strong cashflow.

We saw excellent growth in Asia in particular and growth in all our major verticals bar Fashion.

We enter 2018, a biennial 'down' year, with good momentum in the business as the Events First strategy translates into performance."

Investors should read the whole of this document and not rely solely on summarised financial information in this section. Further financial information is contained in Part III (Historical Financial Information relating to the UBM Group) and Part IV (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document.

11. Ratings and Outlook

Prior to the Offer Period, UBM had been assigned a rating of BBB- (stable outlook) by Standard & Poor's and a long-term issuer credit rating of Baa3 (stable outlook) by Moody's. Standard & Poor's placed UBM ratings on CreditWatch positive on 19 January 2018 following announcement of a possible offer by Informa, and Moody's has commented that the Offer is viewed as credit positive for UBM. UBM's \$350 million senior unsecured notes due 2020 are rated by Moody's at Baa3 and Standard & Poor's Global Ratings at BBB-, respectively.

The Enlarged Group will target a profile consistent with an investment grade status supported by a robust balance sheet, consistently strong cash flow generation and a measured financial policy.

12. UBM Share Schemes

All options under the UBM Share Schemes will vest in connection with the Scheme in accordance with their terms. In determining the levels of vesting of the awards under the UBM 2014 Performance Share Plan, the UBM Executive Retention Plan and the UBM 2008 Executive Share Option Scheme, generally, the awards will be rounded up to the next whole year before prorating is applied to them. For awards under the UBM 2014 Performance Share Plan, the remuneration committee of the UBM Board will determine the extent to which the applicable performance conditions have been met and may take into account expected future performance.

UBM Shares in the UBM 2015 Share Incentive Plan will be treated in the same way as UBM Shares held by other UBM Shareholders.

The Offer will extend to any UBM Shares unconditionally allotted or issued prior to the Scheme Record Time including shares issued pursuant to the exercise of options granted under the UBM Share Schemes.

Informa has agreed that UBM colleagues who are eligible to participate in Informa's all-colleague share incentive scheme, called ShareMatch, will be invited to participate on the same terms as Informa colleagues in the same jurisdiction as soon as practicable following the Effective Date. Where this is impractical in any jurisdiction, Informa will consider alternative arrangements. In addition, UBM colleagues will be considered for awards under Informa's discretionary share plans using similar criteria for participation which Informa applies to its own colleagues.

Appropriate proposals will be made to participants in the UBM Share Schemes on or as soon as reasonably practicable after the date of this document.

13. Scheme Process

To become Effective, the Scheme requires, amongst other things, the approval of a majority in number representing not less than three fourths of the voting rights of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting which is convened by order of the Court and at any separate class meeting which may be required. It also requires the passing of the resolutions necessary to implement the Offer by the requisite majority of UBM Shareholders required to pass such resolutions at the UBM General Meeting. The Scheme must also be sanctioned by the Court and the Court Order must be delivered to the Registrar of Companies for registration.

The Conditions to the Scheme provide that the Scheme will lapse if:

the Court Meeting and the UBM General Meeting are not held by the twenty second day after the expected date of the Court Meeting set out in the Scheme Document (or such later date as may be agreed between Informa and UBM and the Court may allow);
the Court Hearing to sanction the Scheme is not held by the twenty second day after the expected date of the Court sanction hearing set out in the Scheme Document (or such later date as may be agreed between Informa and UBM and the Court may allow); or
the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as may be agreed between Informa and UBM and the Panel and the Court may allow).

Once the necessary approvals from UBM Shareholders and Informa Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies for registration. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the second quarter of 2018.

Completion of the Offer is also conditional upon, amongst other things: obtaining the relevant regulatory clearances from regulators and the Resolution being duly passed by the requisite majority at the Informa General Meeting or at any adjournment of that meeting. As at the Last Practicable Date, relevant clearances have been received from the competition authorities in Germany and Turkey.

14. Dividends and Dividend Policy

The Informa Board intends to continue paying shareholders a progressive dividend, using Informa's dividend per share as the base. It will seek to deliver consistent growth in dividends, reflective of its free cash flow growth.

The Informa Board and UBM Board have agreed that UBM Shareholders will be entitled to receive the Final UBM Dividend. In addition, UBM Shareholders that continue to hold Informa Shares on the dividend record date for the Final Informa Dividend will be entitled to receive the Final Informa Dividend in respect of such Informa Shares if the Effective Date occurs prior to such record date or, if the Effective Date occurs later, UBM Shareholders will be entitled to receive a special dividend from UBM of an amount of 14.9454 pence per UBM Share, being the Final Informa Dividend multiplied by 1.083 (being the number of New Informa Shares to be issued for each UBM Share) (the "Special Dividend").

UBM Shareholders will also be entitled to receive (a) any ordinary course interim dividend declared by UBM before the Effective Date, being an interim dividend of up to 8.2 pence per UBM Share with a record date in September 2018 (the "Interim UBM Dividend"), and (b) by way of a special dividend from UBM, an amount (if any) per UBM Share equal to 1.083 times the amount of any further ordinary interim dividend(s) declared or paid by Informa with a record date falling prior to the Effective Date, less the value of any Interim UBM Dividend paid or to be paid by UBM.

15. Delisting and Cancellation of Trading

Prior to the Scheme becoming Effective, applications will be made: (a) to the UK Listing Authority for the cancellation of the premium listing of UBM Shares on the Official List; and (b) to the London Stock Exchange for the cancellation of trading of UBM Shares on the Main Market.

On the basis of the indicative timetable set out on page 4 of this document, it is expected that UBM Shares will be suspended from the Official List and from trading on the Main Market at 5.00 p.m. on the day of the Court Hearing. No transfers of UBM Shares will be registered after that date. It is expected that cancellation will take effect at, or shortly after 8.00 a.m. on the first Business Day after the Effective Date.

16. Admission to the Official List and to Trading on the London Stock Exchange and Dealings in New Informa Shares

Applications will be made to: (i) the UK Listing Authority for the New Informa Shares to be admitted to the premium listing segment of the Official List; and (ii) the London Stock Exchange for the New Informa Shares to be admitted to trading on the Main Market. It is expected that the Admission will become effective and that dealings in the New Informa Shares will commence on the London Stock Exchange by 8.00 a.m. (London time) on the first Business Day following the Effective Date. The New Informa Shares and the Existing Informa Shares are in registered form and can be held in certificated or uncertificated form through CREST.

The Existing Informa Shares are already admitted to CREST. Accordingly, no further application for admission to CREST is required for the New Informa Shares, and all such shares when issued and fully paid may be held and transferred through CREST.

The ISIN for the New Informa Shares will be the same as that of the Existing Informa Shares, being GB00BMJ6DW54.

17. Fractional Entitlements

Fractions of New Informa Shares will not be allotted or issued to Scheme Shareholders and all fractional entitlements will instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale (after deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable and rounded down to the nearest whole penny) shall be paid to such holders in due proportions.

18. Risk factors

For a discussion of certain risk factors which should be taken into account when considering whether or not to vote in favour of the Resolution, see Part II (Risk Factors) of this document.

19. Informa General Meeting and the Resolution

The implementation of the Offer is conditional upon, among other things, Informa Shareholders' approval of the Resolution being obtained at the Informa General Meeting. Accordingly, you will find, set out at the end of this document, a notice convening a general meeting to be held at The Conrad London St James, 22- 28 Broadway, London, SW1H 0BH at 10:30 a.m. on 17 April 2018 at which the Resolution will be proposed to approve the Offer and certain other matters. A summary of the Resolution is set out below. The full text of the Resolution is set out in the notice.

The Resolution will be proposed as an ordinary resolution requiring a simple majority of votes cast in favour.

The Resolution proposes that (A) the Offer be approved and the Informa Directors be authorised to take all steps and enter all agreements and arrangements necessary or desirable to implement the Offer and (B) the Informa Directors be generally and unconditionally authorised in accordance with section 551 of the CA 2006 and Article 67 of Informa's articles of association to allot New Informa Shares to be issued in connection with the Offer, up to a maximum aggregate nominal amount of £432,083 and representing 52.4 per cent. of Informa's total ordinary share capital in issue as at the Last Practicable Date.

If granted, the authority conferred by the Resolution will expire at the conclusion of Informa's annual general meeting in 2019 and will be used to allot New Informa Shares pursuant to the Offer.

The authorities conferred by the Resolution will enable the Company to allot sufficient New Informa Shares to implement the Offer. These authorities are in addition to the authority to allot shares in Informa which was granted to the Informa Board at Informa's annual general meeting in 2017, which the Informa Board has no present intention of exercising, except pursuant to the Employee Share Plans, and which will expire at Informa's annual general meeting in 2018. Accordingly, the New Informa Shares to be issued in connection with the Offer will be created, allotted and issued pursuant to the authorities to be granted under the Resolution proposed at the Informa General Meeting.

Your attention is again drawn to the fact that the Offer is conditional and dependent upon the Resolution being passed. There are also additional conditions which must be satisfied before the Offer can become Effective.

20. Action to be taken

You will find enclosed with this document a Form of Proxy for use at the Informa General Meeting or any adjournment thereof. Whether or not you intend to be present at the Informa General Meeting, you are requested to complete and sign the Form of Proxy in accordance with the instructions printed on it so as to be received by Informa's Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, no later than 10:30 a.m. on 13 April 2018 (or, in the case of an adjournment, not later than 48 hours (excluding nonbusiness days) before the time fixed for the holding of the adjourned meeting).

If you hold Informa Shares through CREST you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to ID number 3RA50 in accordance with the procedures set out in the notice convening the Informa General Meeting at the end of this document.

Alternatively, you may give proxy instructions by logging on to www.investorcentre.co.uk/eproxy. To appoint a proxy electronically you will be asked to provide your Control Number, Shareholder Reference Number and PIN, which are detailed on your proxy form. Proxies sent electronically (either via the CREST system or online) must also be sent as soon as possible and, in any event, so as to be received no later than 10:30 a.m. on 13 April 2018 (or, in the case of an adjournment, not later than 48 hours (excluding nonbusiness days) before the time fixed for the holding of the adjourned meeting).

The completion and return of a Form of Proxy (or the electronic appointment of a proxy) will not preclude you from attending and voting in person at the Informa General Meeting or any adjournment thereof, if you so wish.

21. Further Information

Your attention is drawn to the further information contained in Part II (Risk Factors) and the information set out in Part V (Additional Information) of this document.

22. Financial Advice

The Informa Board has received financial advice from Centerview Partners (as lead financial adviser), BofA Merrill Lynch (as corporate broker and financial adviser), Rothschild (as financial adviser to the Informa Board) and Barclays (as sponsor, corporate broker and financial adviser) in relation to the Offer. In providing such financial advice to the Informa Board, Centerview Partners, BofA Merrill Lynch, Rothschild and Barclays have relied upon the commercial assessments of the Informa Board.

23. Recommendation

The Informa Board considers the terms of the Offer and the Resolution to be in the best interests of Informa and Informa Shareholders as a whole. Accordingly, the Informa Board recommends that Informa Shareholders vote in favour of the Resolution to be put to the Informa General Meeting, as each Informa Director intends to do in respect of his or her own legal and beneficial holdings of Informa Shares.

Yours faithfully,

Derek Mapp Chairman

PART II

RISK FACTORS

This Part II addresses the risks known to Informa and the Informa Directors which are material risk factors to the Offer, will be material new risk factors to the Informa Group as a result of the Offer, or are existing material risk factors to the Informa Group which will be impacted by the Offer. The information given is as of the date of this document and, except as required by the FCA, the London Stock Exchange, the Listing Rules, or any other applicable law, will not be updated. Informa Shareholders should consider carefully the risks and uncertainties described below, together with all other information contained in this document.

Additional risks and uncertainties currently unknown to Informa and the Informa Directors, or which Informa and the Informa Directors currently deem immaterial or deem material to Informa but which will not result from or be impacted by the Offer, may also have an adverse effect on the business, financial condition, operating results or prospects of the Informa Group and the Enlarged Group. In such cases, the market price of the Informa Shares may decline and investors may lose all or part of their investment.

1. RISKS RELATING TO THE OFFER

1.1 Completion is subject to conditions which may not be satisfied

Completion of the Offer is conditional upon, amongst other things: obtaining the relevant regulatory clearances from regulators; the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing not less than three fourths of the Scheme Shares voted by such Scheme Shareholders; all resolutions necessary to approve and implement the Scheme and to approve certain related matters being duly passed by the requisite majority or majorities at the UBM General Meeting or at any adjournment of that meeting; all resolutions necessary to approve and implement the Offer being duly passed by the requisite majority or majorities at the Informa General Meeting or at any adjournment of that meeting; and the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Informa and UBM) by the Court.

Although the Informa Directors believe that the Conditions will be satisfied in accordance with the expected timetable, it is possible that there may be delays or that the Conditions may not be satisfied. In particular, the Informa Directors believe that clearances should be forthcoming, but it is possible that the parties may not obtain these clearances, or that they may not be obtainable within a timescale acceptable to the parties, or that they may only be obtained subject to certain conditions or undertakings which may not be acceptable to the parties. In the event that any required clearance is not obtained on terms reasonably satisfactory to Informa or if any other condition is not fulfilled or waived, the Offer may not be completed. Further, it is possible that regulators may attach conditions to their approval of the Offer, which might delay or prevent the realisation of certain synergies identified by the parties or otherwise impact the Enlarged Group's strategy and operations. If this were to happen it is possible that the businesses, results of operations, financial condition and/or prospects of the Informa Group, the UBM Group and/or, following Completion, the Enlarged Group may be materially adversely affected.

1.2 The Enlarged Group may not be able to fully realise the benefits of the Offer

Achieving the advantages of the Offer will depend partly on the efficient management and coordination of the activities of the Informa Group and the UBM Group. Informa and UBM have similar recent histories, having been through a period of change, reorganisation and investment, and the Informa Directors believe there is a strong operational and cultural fit between the two businesses, but each functions independently today with geographically dispersed operations.

The Informa Group has a strong track record of value-enhancing acquisitions, having acquired a number of businesses of scale in recent years, including Hanley Wood Exhibitions, Virgo Publishing and Penton. However, integrating the UBM Group may divert management's attention from the operation in the ordinary course of the Informa Group business, raise unexpected issues and/or take longer or prove more costly than anticipated.

There is a risk that synergies from the Offer and benefits of increased operating scale and industry specialisation, may fail to materialise, or that they may be materially lower than have been estimated. In addition, the costs of funding the process necessary to achieve these synergies may exceed expectations. There is also a risk that the expected effective tax rate and other tax benefits for the Enlarged Group may not be realised. Further details of the expected synergy benefits can be seen in Part I (Letter from the Chairman of Informa) of this document. Such eventualities may have a material adverse effect on the financial position of the Enlarged Group.

The Offer and any uncertainty regarding the effect of the Offer could cause disruptions to the businesses of the Enlarged Group. These uncertainties may materially and adversely affect the Enlarged Group's business and its operations and could cause customers, distributors, other business partners and other parties that have business relationships with the Enlarged Group to defer the consummation of other transactions or other decisions concerning the Enlarged Group's business, or to seek to change existing business relationships with the Enlarged Group. Any such issues may adversely affect the financial position of the Enlarged Group, and ultimately the trading price of the Informa Shares.

If the results and cash flows generated by the combination of the operations of UBM with those of the Informa Group are not in line with the Informa Directors' expectations, a write-down may be required in connection with the Offer. Such a write-down may reduce the Enlarged Group's ability to generate distributable reserves and consequently may affect the Enlarged Group's ability to pay dividends. Furthermore, such results and cash flows could have a material adverse effect on the post-Completion leverage profile of the Enlarged Group.

1.3 The success of the Enlarged Group will depend on the ability of the Enlarged Group to attract, retain and motivate key talent

The Enlarged Group will draw on the collective array of talent and experience in both Informa and UBM to lead the business, and will seek to bring together some of the most talented and experienced colleagues in their respective B2B markets. The Enlarged Group must attract, retain and motivate key talent in order to succeed and safeguard its performance, operations and future growth. The future success of the Enlarged Group will, in part, be dependent upon the successful integration, retention and motivation of key members of Informa's and UBM's management and colleague base. A failure to identify and retain key individuals following Completion may affect the Enlarged Group's ability to successfully integrate UBM into the Enlarged Group.

2. RISKS RELATING TO THE ENLARGED GROUP WHICH RESULT FROM OR ARE IMPACTED BY THE OFFER

2.1 Anticipated synergies from the Offer may not materialise and management distraction or insufficient management capacity as a result of the Offer could have an adverse effect on the business of the Enlarged Group

The Informa Group expects, upon Completion, to achieve certain synergies discussed elsewhere in this document relating to the acquisition of the UBM Group's businesses. However, the Informa Group may not realise any or all of the synergies relating to the Offer that it currently anticipates. In addition, the synergies may be offset by deterioration in the markets in which the Informa Group operates and/or increases in other expenses or problems in the Informa Group's or UBM Group's business unrelated to the Offer. As a result, the amount of synergies that the Informa Group will actually realise and/or the timing of such realisation may differ significantly from those currently estimated and the Informa Group may incur significant costs in realising the Offer and in reaching the estimated synergies.

In addition, the Informa Group will be required to devote significant management attention and resources to integrating the UBM Group's business practices and operations.

2.2 The markets in which the Enlarged Group will operate are highly competitive and subject to rapid change

The markets for the Enlarged Group's products and services will be competitive and in a state of ongoing change in response to consumer demand, technological innovations, changing legislation and other factors.

Some of the Enlarged Group's principal competitors will have substantial financial resources, similarly established, technological expertise and market experience that may better position them to anticipate and respond to competitive changes. The direct competitive pressure applied by rival events could lead to pricing pressure on certain Enlarged Group events, potentially reducing profit margins and cash flows.

The Enlarged Group cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of its business. The competitive environment in which the Enlarged Group operates will require the Enlarged Group to continually enhance and adapt its products and services, develop and invest in new products and services and invest in technology to better serve the needs of its existing customers and to attract new customers. For example, there is a growing trend amongst exhibitors of using digital initiatives to amplify, complement and/or replace certain aspects of the face-to-face and in-person trade show industry, and failure to continually and successfully respond to this development could potentially result in the Enlarged Group losing market share.

The Enlarged Group may face competition in hiring and retaining colleagues with the skills necessary to innovate and deliver technology solutions. Failure by the Enlarged Group to adapt to future technological changes may render its existing publication products and services partially or wholly obsolete. In addition, there can be no assurance that the Enlarged Group's investment in new delivery, processes and platforms will generate positive returns and an attractive return on investment.

The Enlarged Group's growth strategy will involve measured change across parts of the Enlarged Group and will require the assimilation of new ways of working and different corporate cultures. The failure to manage change effectively could lead to increased colleague turnover, disengagement, poor project delivery and, ultimately, failure to deliver the Enlarged Group's strategic objectives.

If the Enlarged Group is unable to successfully adapt and/or develop its products in a timely fashion or to successfully respond to changes in which it operates, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group.

2.3 The Enlarged Group will, following Completion, have increased exposure to the risk of a major accident, incident, event or disaster at an exhibition or event

The Informa Group and the UBM Group organise events that are dependent on attracting potentially large numbers of individuals on any given day. As a result, major accidents (being incidents causing multiple injuries requiring hospital treatment, or more severe harm), incidents, events or disasters, whether arising from natural causes, man-made or otherwise, have the potential to significantly disrupt operations. Circumstances that have the capacity to result in significant operational disruption to global travel, in particular air travel, or to travel into or within the jurisdiction hosting the relevant event, include natural disasters, military conflict, political unrest, change of administration, terrorist activity, industrial action and health pandemics.

In addition, events organised by the Informa Group and the UBM Group also carry operational health and safety risks, including fire safety, structural collapse of a stand, food hygiene, crowd control, security and access in an emergency. The Informa Group and the UBM Group do not normally own the venues from which they operate, and instead hire floor space on a tenancy or licence basis, and are dependent on the operators of the venues to have adequate safety policies in place which comply with all regulations in the local jurisdiction. At its most severe, non-compliance with such safety policies could result in loss of life through accidents or incidents at an exhibition or event as well as major injuries or other significant loss.

Any of the circumstances described above could, following Completion, damage the Enlarged Group's reputation, affect revenues and expose it to risks of loss, litigation and potential liability and/or regulatory action. While the Enlarged Group will use insurance to cover certain of its risks and liabilities, the insurance may be inadequate to cover all of its risks or the insurers may deny coverage of material losses incurred by the Enlarged Group, which could have a material adverse effect on the Enlarged Group's business, results of operations, financial condition and prospects.

2.4 The Enlarged Group will, following Completion, have increased exposure to the risks of doing business internationally

During the year ended 31 December 2017, 91 per cent. of the Informa Group's revenue was generated from customers and events located outside the United Kingdom, of which 50 per cent. was generated in the United States. Consequently, the Enlarged Group's business will be subject to risks associated with doing business internationally and its business and financial results could be adversely affected due to a variety of factors, including:

(a) adverse changes in foreign currency exchange rates;
(b) changes in a specific country's or region's political and cultural climate or economic condition. For example, in June 2016 a majority of the voters in the United Kingdom elected to withdraw from the European Union in a national referendum, which has caused, and may continue to cause, market volatility and political uncertainty both nationally and internationally;
(c) major incidents, events, disasters or disease at an event or exhibition, see "—The Enlarged Group will, following Completion, have increased exposure to the risk of a major accident, incident, event or disaster at an exhibition or event" above;
(d) changes to, or variances amongst, foreign laws and regulatory requirements;
(e) difficulty of effective enforcement of contractual provisions in local jurisdictions;
(f) inadequate intellectual property protection in foreign countries or variances amongst such countries; and
(g) the effects of applicable foreign tax regimes and potentially adverse tax consequences.

The Enlarged Group may face risks in expanding its presence in current geographic markets and penetrating new geographic markets due to established and entrenched competitors, difficulties in developing products and services that are tailored to the needs of local customers, lack of local acceptance or knowledge of the Enlarged Group's products and services, lack of recognition of its brands, and the unavailability of local companies for acquisition. The inability of the Enlarged Group to overcome any of these factors could have a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group.

2.5 The Enlarged Group will have a greater presence in and exposure to developing markets, and in particular, have an expanded presence in China

The Enlarged Group will have greater presence in and exposure to developing markets (including China, ASEAN, South America and India). The increased presence of the Enlarged Group in developing markets may present different challenges to those currently faced by Informa, including increased:

(a) exposure to markets with differing levels of maturity together with new competitors. Less mature markets may have an increased risk of wage and cost inflation, volatility in currency exchange rates, declines in consumer spending and employment levels, changes in tax rates, potential tariffs, duties and other trade barriers. These developing regions also have less stability in legal systems and financial markets, are potentially more uncertain business environments than the more developed markets, and therefore present greater political, economic and operational risks including those risks relating to compliance with local and international anti-bribery, anti-corruption and tax laws;

(b) exposure to legislation, regulations, policies and regulators in these new markets;
(c) exposure to different customer expectations; and
(d) Informa's management having greater responsibilities due to the size of the Enlarged Group, potentially diverting management's attention from focusing solely on the current business and operations of Informa.

In particular, following Completion, the Enlarged Group will have an expanded presence in China and Hong Kong, as a large portion of UBM's revenue is derived from operations in these countries. As a result, the risks highlighted above will be particularly significant for the Enlarged Group in China. The regulatory landscape in China is evolving faster than in developed markets. Therefore, to a greater extent than for Informa's current operations, the Chinese business of the Enlarged Group may be adversely affected by the need to comply with China's continuously evolving laws and regulations, including those related to foreign exchange controls, data privacy, media content and intellectual property.

Risks associated with the Enlarged Group's China operations also include changes in economic conditions (including potential slowdowns in China's economy, wage and cost inflation, currency exchange rates, consumer spending and employment levels), changes in tax rates, potential tariffs, duties and other trade barriers and increased competitive activity. Moreover, the Enlarged Group's success in China depends on its ability to predict, identify, interpret and react to changes in customer preferences.

If the Enlarged Group cannot effectively manage exposure to these challenges, this could have a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group.

2.6 The Enlarged Group will have greater exposure to foreign exchange rate risk and the Enlarged Group's hedging may not be fully effective

The financial statements of the Enlarged Group will be presented in pounds sterling and, therefore, are and will be subject to movements in exchange rates on the translation of the financial results of businesses whose operational currencies are other than pounds sterling. The Informa Group and the UBM Group generate the majority of their revenues and profits in US dollars or currencies pegged to the US dollar. Accordingly, volatility and fluctuations in the US dollar/pounds sterling exchange rate, which have occurred in recent periods, could materially affect the Enlarged Group's reported results from year to year following Completion. If the Offer completes and the US dollar appreciates significantly against sterling, such appreciation will increase the sterling equivalent value of the total investment and the cash flow generated by the UBM Group in the Enlarged Group's accounts. Conversely, if the Offer completes and the US dollar depreciates significantly against sterling, such depreciation will decrease the sterling equivalent value of the total investment, earnings and cash flow generated by the UBM Group as reported in the Enlarged Group's accounts. Such a currency movement could have a significant adverse impact on the Enlarged Group's business, results of operations, financial condition and prospects.

For the year ended 31 December 2017, the Informa Group received approximately 65 per cent. of its revenues and incurred approximately 55 per cent. of its costs in US dollars or US dollar-pegged currencies. The relative movements between the exchange rates in the currencies in which costs are incurred and the currencies in which revenue is earned can significantly affect the results of those businesses. For the year ended 31 December 2017, each USD0.01 movement in the US dollar to pounds sterling exchange rate had approximately a £8.5 million impact on revenue for the Informa Group and a £3.5 million impact on adjusted operating profits for the Informa Group. Although the Informa Group does not enter into ordinary course derivative contracts to mitigate the risk of currency exchange rate fluctuations, the impact of fluctuations on its revenue may be partially offset by expenses it incurs in the same currency. The Enlarged Group is expected to seek to maintain its borrowings under its banking facilities in similar proportions as to US dollars and pounds sterling as it generates in EBITDA. There can be no assurances that any adverse impact of fluctuations in currency exchange rates or revenues will be fully offset by expenses denominated in the same currency. Similarly, any adverse impact of fluctuations in currency exchanges rates on expenses may not be fully offset by interest costs on borrowings denominated in the same currency.

2.7 The Enlarged Group will be affected by the economic conditions of the sectors and regions in which it and its customers operate

The performance of the Enlarged Group will depend on the financial health of its customers, which in turn will be dependent on the economic conditions of the industries and geographic regions in which those customers operate. Historically, spending (including renewals of subscriptions) by companies on some intelligence and insight products and publications, data acquisition and advertising has been affected by the economic cycle, with some companies spending significantly less in times of recession or economic uncertainty or when substantial downward pressure on budgets otherwise remains. Equally, in its events businesses, the Informa Group is affected by cyclical pressures on spending by some companies, with participation and attendance at, and sponsorship of, some events traditionally being reduced in times of recession or economic uncertainty. The Enlarged Group's products will also be subject to developments in its customers' end markets, such as the end markets maturing, experiencing decline or becoming obsolete. In addition, the Informa Group currently generates the majority of its revenue from the United States and, following Completion, it will continue to generate a significant portion of its revenue from the United States. As a result, any weakness or downturn in the US economy could have a material adverse effect on its business.

Any economic downturn or periods of uncertainty affecting customer appetite for discretionary spending could have a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group.

2.8 The Enlarged Group's business depends on its ability to attract, train and retain senior management and highly skilled employees

The successful management and operations of the Enlarged Group will depend on the contributions of its senior management and other key talent, including the colleagues that serve its customers and maintain client relationships. The continuing success of the Enlarged Group will depend in part on its ability to continue to recruit, motivate and retain highly experienced and qualified colleagues.

There is often intense competition for skilled talent in the industries in which the Informa Group and the UBM Group operate. Additionally, some of the Enlarged Group's colleagues will receive bonusrelated payments based on business performance. In times of declining profit it may be difficult for the Enlarged Group to retain such key colleagues or to attract replacements.

A loss of one or more of the members of the Enlarged Group's senior management without adequate replacement could have a material adverse effect on the business, results of operations, financial condition and prospects of Enlarged Group. A failure to identify and retain key individuals following Completion may affect the Enlarged Group's ability to successfully integrate UBM into the Enlarged Group. There can be no assurances that the Enlarged Group will be able to retain their senior management or other key talent or be able to attract new colleagues to support the growth of their business.

2.9 The market price of Informa Shares post-Offer may go down and can be highly volatile

Informa Shareholders should be aware that the value of an investment in the Enlarged Group may go down and can be highly volatile. The price at which the Informa Shares may be quoted and the price which investors may realise for their Informa Shares will be influenced by a large number of factors, some specific to the Enlarged Group and its operations and some which may affect the industry as a whole, other comparable companies or publicly traded companies as a whole. The sentiments of the stock market regarding the Offer will be one such factor and this, together with other factors including the actual or anticipated fluctuations in the financial performance of the Enlarged Group and its competitors, market fluctuations, and legislative or regulatory changes, could lead to the market price of the Informa Shares going down.

PART III

HISTORICAL FINANCIAL INFORMATION RELATING TO THE UBM GROUP

The financial information relating to UBM for the years ended 31 December 2015, 2016 and 2017 is set out in Part VII (Historical Financial Information relating to the UBM Group) of the Prospectus which is incorporated into this document by reference and is available for inspection in accordance with paragraph 18 of Part V (Additional Information) of this document.

The Informa Directors confirm that no material adjustment needs to be made to the financial statements of UBM for the years ended 31 December 2015, 2016 and 2017 to achieve consistency with the Informa Group's accounting policies for the year ended 31 December 2017. The UBM Group's accounting policies under which this financial information was prepared are not materially different from the Informa Group's accounting policies.

PART IV

UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP

Section A: Unaudited Pro Forma Financial Information of the Enlarged Group

The unaudited pro forma income statement and unaudited pro forma statement of net assets have been prepared to illustrate the effect of the Offer, the issue of the New Informa Shares and the drawdown of the Consideration Facility on the income statement of the Informa Group as if Completion had taken place on 1 January 2017, and on the net assets of the Informa Group as if Completion had taken place on 31 December 2017.

The unaudited pro forma income statement and the unaudited pro forma statement of net assets have been prepared in a manner consistent with the accounting policies adopted by the Informa Group in preparing the Informa 2017 Financial Statements. The unaudited pro forma adjustments give effect to the events that are directly attributable to the Offer, including financing the Offer.

The unaudited pro forma income statement and the unaudited pro forma statement of net assets have been prepared for illustrative purposes only. By their nature they address a hypothetical situation and, therefore, do not in any way reflect the Enlarged Group's actual financial position or results.

The unaudited pro forma financial information does not constitute financial statements within the meaning of Section 434 of the CA 2006. Shareholders should read the whole of this document and not rely solely on the summarised information contained in this Part IV (Unaudited Pro Forma Financial Information for the Enlarged Group).

Unaudited Pro Forma Net Assets Statement

			Adjustments
	Informa as at 31 Dec 2017(1) –––––––––––––	UBM as at 31 Dec 2017(2) –––––––––––––	–––––––––––––––––––––––––––– Draw Down of Consideration Facility(3) –––––––––––––	Offer Adjustments(3) –––––––––––––	Pro Forma –––––––––––––
			(£ millions)
Non-current assets
Goodwill	2,608.2	1,533.0	–	2,555.0	6,696.2
Other intangible assets	1,701.4	498.4	–	–	2,199.8
Property and equipment	31.8	39.9	–	–	71.7
Investments in joint ventures and associates	1.5	17.3	–	–	18.8
Other investments	4.6	38.1	–	–	42.7
Deferred tax asset	9.0	19.7	–	–	28.7
Other receivables	0.1	3.2	–	–	3.3
Derivative financial instruments	–	3.2	–	–	3.2
Retirement benefit surplus	– –––––––––––––	4.8 –––––––––––––	– –––––––––––––	– –––––––––––––	4.8 –––––––––––––
	4,356.6 ––––––––––––– –––––––––––––	2,157.6 ––––––––––––– –––––––––––––	– ––––––––––––– –––––––––––––	2,555.0 ––––––––––––– –––––––––––––	9,069.2 ––––––––––––– –––––––––––––
Current assets
Inventory	54.1	–	–	–	54.1
Trade and other receivables	401.1	216.7	–	–	617.8
Current tax asset	25.4	–	–	–	25.4
Cash at bank and on hand	54.9 –––––––––––––	77.7 –––––––––––––	644.1 –––––––––––––	(778.3) –––––––––––––	(1.6) –––––––––––––
	535.5 –––––––––––––	294.4 –––––––––––––	644.1 –––––––––––––	(778.3) –––––––––––––	695.7 –––––––––––––
Total assets	4,892.1 ––––––––––––– –––––––––––––	2,452.0 ––––––––––––– –––––––––––––	644.1 ––––––––––––– –––––––––––––	1,776.7 ––––––––––––– –––––––––––––	9,764.9 ––––––––––––– –––––––––––––
Current liabilities
Borrowings	(303.0)	(3.6)	–	(30.0)	(336.6)
Current tax liabilities	(30.5)	(52.6)	–	–	(83.1)
Provisions	(25.1)	(9.9)	–	–	(35.0)
Trade and other payables	(297.2)	(136.8)	–	–	(434.0)
Deferred income	(534.6)	(346.7)	–	–	(881.3)
Derivative financial instruments	– –––––––––––––	(2.8) –––––––––––––	– –––––––––––––	– –––––––––––––	(2.8) –––––––––––––
	(1,190.4) ––––––––––––– –––––––––––––	(552.4) ––––––––––––– –––––––––––––	– ––––––––––––– –––––––––––––	(30.0) ––––––––––––– –––––––––––––	(1,772.8) ––––––––––––– –––––––––––––
Non-current liabilities
Borrowings	(1,125.0)	(588.3)	(644.1)	–	(2,357.4)
Deferred tax liabilities	(251.6)	(29.5)	–	–	(281.1)
Retirement benefit obligations	(23.6)	(10.6)	–	–	(34.2)
Provisions	(33.0)	(9.6)	–	–	(42.6)
Non-current tax liabilities	(11.1)	–	–	–	(11.1)
Trade and other payables	(26.7)	(7.5)	–	–	(34.2)
Derivative financial instruments	– –––––––––––––	(4.8) –––––––––––––	– –––––––––––––	– –––––––––––––	(4.8) –––––––––––––
	(1,471.0) –––––––––––––	(650.3) –––––––––––––	(644.1) –––––––––––––	– –––––––––––––	(2,765.4) –––––––––––––
Total liabilities	(2,661.4) –––––––––––––	(1,202.7) –––––––––––––	(644.1) –––––––––––––	(30.0) –––––––––––––	(4,538.2) –––––––––––––
Net assets	2,230.7 ––––––––––––– –––––––––––––	1,249.3 ––––––––––––– –––––––––––––	– ––––––––––––– –––––––––––––	1,746.7 ––––––––––––– –––––––––––––	5,226.7 ––––––––––––– –––––––––––––

(1) Informa's net asset information as at 31 December 2017 has been extracted, without material adjustment, from the Informa 2017 Financial Statements.

(2) UBM's net asset information as at 31 December 2017 has been extracted from the UBM 2017 Annual Report and Accounts and has been adjusted in order to align it with the presentation adopted by Informa as follows:

Statement of net assets line items – UBM	UBM as at 31 Dec 2017(a)	Statement of net assets line items – Informa	UBM's statement of net assets under the statement of net assets presentation of Informa as at 31 Dec 2017
	(£ millions)	–––––––––––––––––––––––––––––––––––––– ––––––––––––––– –––––––––––––––––––––––––––––––––––––– –––––––––––––––	(£ millions)
Non-current assets		Non-current assets
Goodwill	1,533.0	Goodwill	1,533.0
Intangible assets	498.4	Other intangible assets	498.4
Property, plant and equipment	39.9	Property and equipment	39.9
Investments in joint ventures and associates	17.3	Investments in joint ventures and associates	17.3
Available-for-sale investments	38.1	Other investments	38.1
Trade and other receivables	3.2	Deferred tax asset	19.7
Derivative financial instruments	3.2	Other receivables	3.2
Retirement benefit surplus	4.8	Derivative financial instruments	3.2
Deferred tax asset	19.7	Retirement benefit surplus	4.8
	––––––––––––––– 2,157.6		––––––––––––––– 2,157.6
Current assets	––––––––––––––– –––––––––––––––	Current assets	––––––––––––––– –––––––––––––––
		Inventory	–
Trade and other receivables	216.7	Trade and other receivables	216.7
		Current tax asset	–
Cash and cash equivalents	77.7	Cash at bank and on hand	77.7
	––––––––––––––– 294.4		––––––––––––––– 294.4
Total assets	––––––––––––––– 2,452.0 –––––––––––––––	Total assets	––––––––––––––– 2,452.0 –––––––––––––––
Current liabilities	–––––––––––––––	Current liabilities	–––––––––––––––
Current tax liabilities		(52.6) Borrowings	(3.6)
Trade and other payables		(483.5) Current tax liabilities	(52.6)
Provisions		(9.9) Provisions	(9.9)
Borrowings		(3.6) Trade and other payables (b)	(136.8)
Derivative financial instruments		(2.8) Deferred income (b)	(346.7)
	–––––––––––––––	Derivative financial instruments	(2.8) –––––––––––––––
	(552.4) ––––––––––––––– –––––––––––––––		(552.4) ––––––––––––––– –––––––––––––––
Non-current liabilities		Non-current liabilities
Deferred tax liabilities		(29.5) Borrowings	(588.3)
Trade and other payables		(7.5) Deferred tax liabilities	(29.5)
Provisions		(9.6) Retirement benefit obligations	(10.6)
Borrowings		(588.3) Provisions	(9.6)
Derivative financial instruments		(4.8) Non-current tax liabilities	–
Retirement benefit obligations		(10.6) Trade and other payables	(7.5)
	–––––––––––––––	Derivative financial instruments	(4.8) –––––––––––––––
	(650.3) –––––––––––––––		(650.3) –––––––––––––––
Total liabilities	–––––––––––––––	(1,202.7) Total liabilities	(1,202.7) –––––––––––––––
Net assets	1,249.3 ––––––––––––––– –––––––––––––––	Net assets	1,249.3 ––––––––––––––– –––––––––––––––

(a) The statement of net assets line items of UBM are directly extracted from the statement of net assets of UBM as at 31 December 2017. The order of the line items is different to the Informa statement of net assets to allow each line to be matched to the presentational format of Informa's statement of net assets.

(b) UBM's current trade and other payables as at 31 December 2017 of £483.5 million includes deferred revenue of £346.7 million, which is presented separately in Informa's net asset statement.

(3) The adjustments arising as a result of the Offer are set out below:
(a) The consideration will be payable as a combination of the issuance of New Informa Shares ("Consideration Shares") and payment of cash ("Cash Consideration") to the UBM Shareholders.

The total estimated consideration payable is set out below:

	(£ millions)
Consideration Shares	3,028.7
Cash Consideration	644.0
Estimated total consideration	––––––––––––––– 3,672.7 –––––––––––––––
	–––––––––––––––

As set out in Part I (Letter from the Chairman of Informa), the terms of the Offer are that Informa will issue 1.083 New Informa Shares of 0.1p for each UBM Share. The fair value of the Consideration Shares based upon the Informa share price of 707.8p as at 9 March 2018, and the outstanding shares of UBM in issue (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of 395,112,896 as at 8 March 2018, was £3,028.7 million.

Informa will also pay each UBM Shareholder 163p per UBM Share held, which based upon the outstanding shares of UBM in issue (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of 395,112,896 as at 8 March 2018, would total £644.0 million.

Under IFRS acquisition accounting, it is necessary to fair value the consideration paid and all the assets and liabilities of the acquired business. In the pro forma statement of net assets, no adjustments have been made to fair value the individual net assets of UBM to reflect any re-measurements to fair value that may arise as this exercise will not be undertaken until after the effective completion date.

(b) The adjustment to goodwill has been calculated as follows:

	(£ millions)
Estimated total consideration	3,672.7
Net assets acquired	(1,249.3)
Estimated transaction costs incurred by UBM excluding amounts expensed in 2017	42.5
Acquisition of own shares by UBM to settle share options	30.0
Special Dividend to be paid to shareholders of UBM	59.1 –––––––––––––––
Pro forma goodwill adjustment	2,555.0 ––––––––––––––– –––––––––––––––

UBM Shareholders that continue to hold Informa Shares on the dividend record date of 20 April 2018 for the Final Informa Dividend will be entitled to receive the Final Informa Dividend in respect of such Informa Shares if the Effective Date occurs prior to such record date or, if the Effective Date occurs later, UBM Shareholders will be entitled to receive a Special Dividend, being the Final Informa Dividend multiplied by 1.083 (the number of New Informa Shares to be issued for each UBM Share). For the purposes of the pro-forma financial information it has been assumed that the record date for the Final Informa Dividend is before the Effective Date and therefore UBM shareholders will receive the Special Dividend. Based upon the outstanding shares in UBM (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of 395,112,896 at 8 March 2018, the Special Dividend would be £59.1 million (being 13.80 pence per 395,112,896 UBM Shares multiplied by 1.083). The Special Dividend will be declared by UBM prior to completion, and for the purposes of the pro forma financial information this is shown as an obligation of UBM which is settled in cash.

	(£ millions)
Draw down of Consideration Facility	656.0
Less: debt issuance costs	(11.9)
Draw Down of Consideration Facility	––––––––––––––– 644.1 ––––––––––––––– –––––––––––––––
Cash consideration paid to UBM Shareholders	644.0
Estimated transactions costs incurred by Informa	32.7
Estimated transactions costs incurred by UBM	42.5
Special Dividend paid to UBM Shareholders	59.1 –––––––––––––––
Total cash paid	778.3 ––––––––––––––– –––––––––––––––

(d) Long-term borrowings have been adjusted by £644.1 million for the £656.0 million drawdown of the Consideration Facility, net of financing costs of £11.9 million. Short term borrowings have been adjusted by £30.0 million as a result of estimated additional borrowings being drawn by UBM to fund the acquisition of UBM shares to settle share options, taking into account proceeds for the exercise of options.

(4) No adjustment has been made to reflect the trading results of Informa since 31 December 2017 and UBM since 31 December 2017.

Unaudited Pro Forma Income Statement

	Informa for the year ended 31 December 2017(5) –––––––––––––			Adjustments ––––––––––––––––––––––––––––
		UBM for the year ended 31 December 2017(6) –––––––––––––	Financing(7) –––––––––––––	Offer Adjustments(8)(9) –––––––––––––	Pro Forma –––––––––––––
			(£ millions)
Continuing operations
Revenue Net operating expenses before amortisation of acquired intangible assets, impairment and	1,757.6	1,002.9	–	–	2,760.5
other adjusting items	(1,212.1)	(710.7)	–	–	(1,922.8)
Share of results of joint ventures and associates	–	1.4	–	–	1.4
Adjusted operating profit	––––––––––––– 545.5	––––––––––––– 293.6	––––––––––––– –	––––––––––––– –	––––––––––––– 839.1
Amortisation of acquired intangible assets	(157.8)	(64.5)	–	–	(222.3)
Impairment of intangibles and goodwill	(5.6)	–	–	–	(5.6)
Other adjusting items	(36.8)	(19.7)	–	(81.1)	(137.6)
Operating profit from continuing operations (Loss)/profit on disposal of subsidiaries	––––––––––––– 345.3	––––––––––––– 209.4	––––––––––––– –	––––––––––––– (81.1)	––––––––––––– 473.6
and operations	(17.4)	2.6	–	–	(14.8)
Investment income	0.2	7.8	–	–	8.0
Finance costs	(59.3) –––––––––––––	(28.1) –––––––––––––	(17.3) –––––––––––––	– –––––––––––––	(104.7) –––––––––––––
Profit before tax from continuing operations	268.8	191.7	(17.3)	(81.1)	362.1
Tax credit/(charge)	44.9	(40.0)	3.3	–	8.2
Profit for the year from continuing operations	––––––––––––– 313.7 –––––––––––––	––––––––––––– 151.7 –––––––––––––	––––––––––––– (14.0) –––––––––––––	––––––––––––– (81.1) –––––––––––––	––––––––––––– 370.3 –––––––––––––
Discontinued operations	–––––––––––––	–––––––––––––	–––––––––––––	–––––––––––––	–––––––––––––
Profit for the year from discontinued operations	– –––––––––––––	7.8 –––––––––––––	– –––––––––––––	– –––––––––––––	7.8 –––––––––––––
Profit for the year	313.7 ––––––––––––– –––––––––––––	159.5 ––––––––––––– –––––––––––––	(14.0) ––––––––––––– –––––––––––––	(81.1) ––––––––––––– –––––––––––––	378.1 ––––––––––––– –––––––––––––

(5) Informa's income statement for the year ended 31 December 2017 has been extracted, without material adjustment, from the Informa 2017 Financial Statements.

(6) UBM's income statement for the year ended 31 December 2017 has been extracted from the UBM 2017 Annual Report and Accounts has been and adjusted in order to align it with the presentation adopted by Informa as follows:

Income statement line items – UBM –––––––––––––––––––––––––––––––––––––––––– ––––––––––	UBM total for the year ended 31 Dec 2017(a)	Reclassific- ations(b) ––––––––––	UBM's income statement under the income statement presentation of Informa for the year ended 31 Dec 2017(c)	Income statement line items – Informa –––––––––––––– ––––––––––––––––––––––––––––
		(£ millions)
Continuing operations Revenue	1,002.9	–		Continuing operations 1,002.9 Revenue
Other operating income	9.2	(9.2)	–
Operating expenses	(719.9)	9.2		(710.7) Net operating expenses
Exceptional operating items	(17.1)	17.1	–
Amortisation of intangible assets arising on
acquisitions	(64.5)	64.5	–
Share of results of joint ventures and associate				Share of results of joint ventures
(after tax)	1.4	–	1.4	and associates
Group operating profit from continuing	––––––––––	––––––––––	––––––––––––––
operations	212.0	81.6		293.6 Adjusted operating profit Amortisation of acquired
		(64.5)	(64.5)	intangible assets
		–		– Impairment of intangibles and goodwill
		(19.7)		(19.7) Other adjusting items
		–––––––––– (2.6)	––––––––––––––	209.4 Operating profit Profit on disposal of subsidiaries
		2.6	2.6	and operations
Financing income	7.8	–		7.8 Investment income
Financing costs	(28.1)	–		(28.1) Finance costs
Profit before tax from continuing	––––––––––	–––––––––– –	––––––––––––––	Profit before tax from
operations	191.7		191.7	continuing operations
Tax	(40.0)	–		(40.0) Tax charge
Profit for the year from continuing operations	–––––––––– 151.7 ––––––––––	–––––––––– – –	–––––––––––––– 151.7 ––––––––––––––	Profit for the year from continuing operations
Discontinued operations Profit for the year from discontinued operations	–––––––––– 7.8	–––––– ––––––––– –––– –	––––––––––––––	Discontinued operations 7.8 Profit for the year from discontinued operations
Profit for the year	–––––––––– 159.5	–––––––––– –	––––––––––––––	159.5 Profit for the year
	–––––––––– ––––––––––	– –––––– ––––––––– ––––	–––––––––––––– ––––––––––––––

Notes:

(a) The UBM Group's income statement line items are directly extracted from the UBM Group's consolidated income statement for the year ended 31 December 2017, which is set out in Part VII (Historical Financial Information relating to the UBM Group) of the Prospectus.
(b) The following reclassifications were made to reflect the difference in accounting presentation under the Informa Group's presentation as opposed to that of the UBM Group:
(i) Other operating income of £9.2 million has been reclassified within the Net operating expenses line;
(ii) Amortisation of intangible assets arising on acquisitions has been reclassified below adjusted operating profit;
(iii) Exceptional operating costs of £19.7 million have been reclassified to other adjusting items; and
(iv) A profit of £2.6 million arising on UBM's disposal of its Customer Tech portfolio and Care & Dementia Show has been reclassified from exceptional operating items to (loss)/profit on disposal of subsidiaries and operations.
(c) This reflects the UBM Group's consolidated income statement for the year ended 31 December 2017, which is set out in Part VII (Historical Financial Information relating to the UBM Group) of the Prospectus, reformatted under the Informa Group's headings.

(7) Adjustments expected to have a continuing impact:

This adjustment relates to interest charges on the Consideration Facility debt of £656.0 million at an interest rate of 1.4 per cent. based on LIBOR plus applicable margin. The tax impact of these adjustments use an applicable UK tax rate of 19.0 per cent. The following adjustments to reflect the acquisition as if it had happened on 1 January 2017 in the unaudited pro forma income statement:

	(£ millions)
Finance costs – interest charges on Consideration Facility	9.4
Finance costs – amortisation of debt issuance costs relating to the Consideration Facility	7.9 –––––––––––––––
Net financing costs	17.3 –––––––––––––––
Tax effect on above adjustment	––––––––––––––– 3.3

(8) Adjustments not expected to have a continuing impact:
(a) estimated transaction costs totalling £75.2 million. The adjustments relate to estimated transactions costs of £32.7 million incurred by Informa and £42.5 million incurred by UBM, all of which are expensed; and
(b) as a result of the Offer UBM will recognise an accelerated vesting charge in relation to its equity settled share based payment schemes of £5.9 million.
(9) No adjustment has been made for the following:
(a) the unaudited pro forma income statement does not reflect the effect of any fair value adjustments which may be recorded to acquired assets and liabilities. Upon completion of the purchase price allocation exercise, which will be finalised after Completion of the Combination, additional depreciation of property plant and equipment and amortisation of intangible assets, amongst other things, may be required in the Enlarged Group's financial statements;
(b) no adjustment has been made to reflect any synergies that may arise after the transaction as these are dependent upon the future actions of management; and
(c) no adjustment has been made to reflect the trading results of Informa or UBM since 31 December 2017.

Section B: Accountant's Report on the Unaudited Pro Forma Financial Information of the Enlarged Group

Deloitte LLP 2 New Street Square London EC4A 3BZ

The Board of Directors on behalf of Informa plc 5 Howick Place London SW1P 1WG

Barclays Bank PLC, acting through its Investment Bank 5 The North Colonnade Canary Wharf London E14 4BB

14 March 2018

Dear Sirs,

Informa plc (the "Company")

We report on the pro forma financial information (the "Pro forma financial information") set out in Part IV of the Class 1 circular dated 14 March 2018 (the "Circular"), which has been prepared on the basis described in the notes 1-9, for illustrative purposes only, to provide information about how the proposed acquisition of UBM plc might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ended 31 December 2017. This report is required by the Commission Regulation (EC) No 809/2004 (the "Prospectus Directive Regulation") applied by Listing Rule 13.3.3R and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the "Directors") to prepare the Pro forma financial information in accordance with Annex II items 1 to 6 of the Prospectus Directive Regulation as applied by Listing Rule 13.3.3R.

It is our responsibility to form an opinion, as to the proper compilation of the Pro forma financial information and to report that opinion to you in accordance with Annex II item 7 of the Prospectus Directive Regulation as applied by Listing Rule 13.3.3R.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to Ordinary shareholders as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R (6), consenting to its inclusion in the Circular.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the Directors.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards or practices.

Opinion

In our opinion:

(a) the Pro forma financial information has been properly compiled on the basis stated; and
(b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

Deloitte LLP

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NWE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.

PART V

ADDITIONAL INFORMATION

1. Responsibility

Informa and the Informa Directors, whose names appear in Part I (Letter from the Chairman of Informa), accept responsibility for the information contained in this document. To the best of the knowledge and belief of Informa and the Informa Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Company Details

Informa was incorporated and registered in England and Wales on 24 January 2014 under CA 2006 as a private limited company with registered number 08860726 and with the name Informa Limited.

Informa re-registered as a public limited company on 14 May 2014 with the name Informa PLC.

The registered and head office of Informa is at 5 Howick Place, London SW1P 1WG (Tel. No. 0207 017 5000 or, if dialling from outside the United Kingdom, +44207 017 5000).

The principal laws and legislation under which Informa operates are the laws of England and Wales, including CA 2006.

3. Treasury shares

As at the Last Practicable Date, Informa held no treasury shares.

4. The New Informa Shares

The New Informa Shares will be ordinary shares of 0.1 pence each in the capital of Informa. The New Informa Shares will be in registered form and will be capable of being held in both certificated and uncertificated form. If the New Informa Shares are to be held in certificated form, share certificates will be sent to the registered members by first class post. If the New Informa Shares are to be held in uncertificated form, Informa's Registrars, Computershare Investor Services PLC, will transfer the New Informa Shares through CREST.

The New Informa Shares will be issued credited as fully paid and will rank pari passu in all respects with the Informa Shares, including the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid by reference to a record date after the date of issuance of the relevant New Informa Shares. Application will be made to the FCA for the New Informa Shares to be admitted to the premium segment of the Official List and application will be made to the London Stock Exchange for the New Informa Shares to be admitted to the London Stock Exchange's main market for listed securities. It is expected that the New Informa Shares will be issued, and that the Admission will become effective, in the second quarter of 2018.

5. Directors' interests in the Informa Shares

Directors' shareholdings

As at the Last Practicable Date, the interests of the Informa Directors and persons connected with them within the meaning of section 252 of the CA 2006 in the issued share capital of Informa (all of which, unless otherwise stated, are beneficial) have been notified by each Informa Director to Informa pursuant to the Disclosure Guidance and Transparency Rules as follows:

Director –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––	Number of Informa Shares	Per cent. of issued share capital of Informa(a)
		––––––––––––– (per cent.)
Executive Directors
Stephen A. Carter CBE	103,166(b)	0.013
Gareth Wright	18,237(b)	0.002
Non Executive Directors
Derek Mapp	128,594	0.016
Gareth Bullock	12,859	0.002
Cindy Rose	4,375	0.001
Helen Owers	3,767	0.0004
Stephen Davidson	3,350	0.0004
David Flaschen	3,500 ADRs(c)	0.001
John Rishton	8,681	0.001

Notes:

(a) Assumes that no further Informa Shares are issued from the date of this document until closing of the Offer.

(b) This includes the Informa Shares held in the SIPs made up of Informa Shares purchased by the Executive Directors, Informa Shares 'matched' by the Company and dividend Informa Shares. Matching Informa Shares and dividend Informa Shares are held in trust for a holding period of three years from the date of the award.

(c) David Flaschen's holding of 3,500 ADRs is equivalent to 7,000 ordinary shares (0.001 per cent. of the Existing Informa Shares).

As at the Last Practicable Date, the Informa Directors held options and awards over Informa Shares under the Employee Share Plans (excluding Informa Shares held in the SIPs and Global ShareMatch) as follows:

Name of Informa Director ––––––––––––––––––––––––––––––––––––––––––––	Date of grant –––––––––––––	Plan –––––––––––––	Number of Informa Shares(1)(2) –––––––––––––	Total exercise price (if any) –––––––––––––	End of performance Period/ Vesting Date –––––––––––––
Stephen A. Carter CBE	08.09.2014	LTIP	263,755	Nil	31.12.2016
	12.02.2015	LTIP	332,832	Nil	31.12.2017
	17.03.2016	LTIP	255,400	Nil	31.12.2018
	17.03.2016	DSBP	6,016	£1	17.03.2019
	15.03.2017	LTIP	253,345	Nil	31.12.2019
	02.03.2018	DSBP	28,039	£1	02.03.2021
Gareth Wright	08.09.2014	LTIP	112,521	Nil	31.12.2016
	12.02.2015	LTIP	141,634	Nil	31.12.2017
	17.03.2016	LTIP	109,218	Nil	31.12.2018
	17.03.2016	DSBP	3,413	£1	17.03.2019
	15.03.2017	LTIP	108,341	Nil	31.12.2019
	02.03.2018	DSBP	15,987	£1	02.03.2021

Notes:

(1) These figures do not include dividend equivalent shares.

⁽²⁾ The options granted in 2014 became exercisable in September 2017 and those granted in 2015 became exercisable in February 2018 but neither have been exercised by either Director.

6. Major Interest in the Informa Shares

As at the Last Practicable Date, and so far as is known to Informa by virtue of the notifications made to it pursuant to the Disclosure Guidance and Transparency Rules, the name of each person (other than any Informa Director) who, directly or indirectly, is interested in three per cent. or more of Informa's share capital, and the amount of such person's interest, is as follows:

Name –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––––	Number of Informa Shares as at the Last Practicable Date	Per cent. of existing issued share capital as at the Last Practicable Date
		––––––––––––– (per cent)
Newton Investment Management	42,533,245	5.2
Lazard Asset Management	44,709,789	5.4
FMR LLC	37,786,343	4.6
Janus Henderson Investors	Not disclosed	Below 5
BlackRock	Not disclosed	Below 5
Artemis Investment Management	34,211,315	4.2
Invesco	32,885,072	4.0
Bestinver Asset Management	32,409,890	3.9

Notes:

(1) Assumes no sale or purchase of any Informa Shares held by such shareholders between the Last Practicable Date and Completion.

7. Directors' Service Agreements and Letters of Appointment

Each of the Non-Executive Directors has specific terms of appointment.

The dates of the Informa Directors' original contracts are shown in the table below. The current contracts, which include details of remuneration, are available for inspection at the Company's registered office. The Executive Directors' contracts have a 12-month notice period by either party and the Non-Executive Directors' letters of appointment are terminable by either party on three months' notice.

Name	Position	Date of Agreement
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Derek Mapp	––––––––––––––––––––– Non-Executive Chairman	––––––––––––––––– 17 March 2008
Stephen A. Carter CBE	Group Chief Executive	1 September 2013(1)
Gareth Wright	Group Finance Director	9 July 2014
Gareth Bullock	Senior Independent	1 January 2014
	Non-Executive Director
Helen Owers	Non-Executive Director	1 January 2014
Cindy Rose	Non-Executive Director	1 March 2013
Stephen Davidson	Non-Executive Director	1 September 2015
David Flaschen	Non-Executive Director	1 September 2015
John Rishton	Non-Executive Director	1 September 2016

Note:

(1) Stephen A. Carter CBE was appointed as CEO-Designate on 1 September 2013 and became Group Chief Executive on 1 January 2014.

Save as set out in this Part V (Additional Information), there are no existing or proposed service agreements between any Informa Director and any member of the Informa Group providing for benefits upon termination of employment.

8. Proposed Directors' Service Agreements, terms of appointment and other details

On completion of the Offer, Greg Lock (Deputy Chairman), Mary McDowell (Non-Executive Director) and David Wei (Non-Executive Director) (the "Proposed Directors") will be appointed to the board of the Enlarged Group with effect from the Effective Date. It is intended that each of the Proposed Directors will enter into a letter of appointment on terms substantially similar to those of the existing Non-Executive Directors.

9. UBM Share Schemes

UBM Shares in the UBM 2015 Share Incentive Plan will be treated in the same way as UBM Shares held by other UBM Shareholders.

Informa has agreed that UBM colleagues who are eligible to participate in Informa's all-employee share incentive scheme, called ShareMatch, will be invited to participate on the same terms as Informa colleagues in the same jurisdiction as soon as practicable following the Effective Date. Where this is impractical in any jurisdiction, Informa will consider alternative arrangements. In addition, UBM colleagues will be considered for awards under Informa's discretionary share plans using similar criteria for participation which Informa applies to its own colleagues.

Appropriate proposals will be made to participants in the UBM Share Schemes on or as soon as reasonably practicable after the date of this document.

10. Related Party Transactions

Save as described in: (i) note 37 to the Informa 2017 Financial Statements; (ii) note 37 to the Informa 2016 Annual Report and Accounts; and (iii) note 35 to the Informa 2015 Annual Report and Accounts, each of which has been incorporated by reference into this document, the Informa Group has not entered into any related party transactions (which, for these purposes, are those set out in the standards adopted according to the Regulation (EC) No 1606/2002) between 1 January 2015 and the Last Practicable Date. The Informa 2017 Financial Statements, the Informa 2016 Annual Report and Accounts and Informa 2015 Annual Report and Accounts are available for inspection in accordance with paragraph 17 of this Part V (Additional Information).

11. Material Contracts

11.1 Informa

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by Informa and/or members of the Informa Group within the two years immediately preceding the date of this document and are, or may be, material to the Informa Group or which have been entered into at any time by Informa or any member of the Informa Group and contain any provisions under which Informa or any member of the Informa Group has any obligation or entitlement which is, or may be, material to the Informa Group at the date of this document:

(a) Sponsor's Agreement

On 14 March 2018, Informa and Barclays (the "Sponsor") entered into a sponsor's agreement, pursuant to which Informa appointed Barclays as sponsor in connection with the applications for Admission and the publication of the Prospectus and the Circular (the "Sponsor's Agreement"). Under the terms of the Sponsor's Agreement, Informa has agreed to provide the Sponsor with certain customary indemnities, undertakings, representations and warranties. The indemnities provided by Informa indemnify the Sponsor and its associates against, inter alia, claims made against them or losses incurred by them in connection with the Offer, Admission or the arrangements contemplated by the Prospectus, Circular and other relevant documents, subject to certain exceptions. In addition, the Sponsor's Agreement provides that the Sponsor may, in its absolute discretion, terminate the Sponsor's Agreement before Admission in certain specified circumstances which are customary for an agreement of this nature.

(b) Co-operation Agreement

For a description of the principal terms of the Co-operation Agreement, please refer to paragraph 9 of Part I (Letter from the Chairman of Informa).

(c) Agreement in relation to acquisition of YPI

On 1 March 2017, Informa, through its subsidiary Informa USA, Inc. ("Informa USA"), entered into a securities purchase agreement (the "AIM SPA") with Active Interest Media, Inc. ("AIM"); the stockholders of AIM (the "AIM Stockholders"); Active Interest Media Holdings, LLC, in its capacity as the AIM Stockholders' representative, and Cruz Bay Holdings, Inc., in relation to the acquisition of Yachting Promotions Inc. ("YPI"), the operator of some of the largest yachting and boat shows in the United States (the "YPI Acquisition").

The YPI Acquisition was conditional upon the completion of a restructuring of the AIM group of companies' boat show business and media business and certain other customary closing conditions.

Under the terms of the AIM SPA, the purchase price payable was US\$133 million subject to adjustments for any indebtedness in YPI at closing, transaction costs, any working capital surplus, net working capital shortfall, any surplus cash in hand held by YPI at closing and payments in respect of certain contract renewals.

Each of the AIM Stockholders, AIM and Informa USA gave certain customary representations and warranties under the AIM SPA. Each of the representations and warranties of the parties will survive until 12 months following the closing date (except for those related to tax and certain fundamental warranties, which shall survive until the date of expiration of the appropriate statute of liabilities with respect to the matters contained therein).

(d) Agreement in relation to the Penton Merger

On 15 September 2016, an agreement and plan of merger was entered into between Informa, Informa USA, Inc., Greenwich Merger Sub, Inc. ("Informa Merger Sub") (at the time a wholly-owned subsidiary of Informa USA), Penton and Penton Business Media Holdings, LLC ("Penton LLC") (the "Penton Merger Agreement").

Pursuant to the Penton Merger Agreement, and subject to the satisfaction of or waiver of the conditions set out therein, the parties agreed to effect a business combination through a merger under Delaware law of Informa Merger Sub with and into Penton, with Penton continuing as the surviving corporation. As a result of the acquisition, Informa USA, an indirect, whollyowned subsidiary of Informa, became the holder of the entire issued and outstanding capital stock of Penton.

The acquisition was categorised as a "class 1" transaction under the Listing Rules for Informa and was therefore conditional upon the approval of Informa Shareholders.

Under the terms of the Penton Merger Agreement, Informa agreed to acquire Penton for a total net consideration of \$1,558 million, subject to (i) certain customary adjustments and payments to reflect that the acquisition was made on a cash-free, debt-free basis, and (ii) potential additional deferred consideration that the holders of Penton shares and Penton options would be entitled to receive based on the value of certain tax benefits arising from the acquisition. The consideration comprised: (i) the payment of cash consideration of \$1,458 million (funded through a combination of debt and equity, including an underwritten rights issue); and (ii) the allotment of consideration shares of \$100 million with a holding period of up to one year (subject to certain exceptions), in each case to the holders of Penton shares and options.

The representations and warranties given by Penton, Informa, Informa USA and Informa Merger Sub terminated at the date of completion on 2 November 2016, and so other than in the case of fraud, no claims can be brought for a breach of a representation or warranty by any of them. The Penton Merger Agreement also contained representations and warranties (that are customary for a US acquisition transaction) given by Penton LLC (in its capacity as a holder of Penton shares and in its capacity as the representative of the holders of Penton shares and Penton options) in relation to, amongst other things: (i) its power and authority to enter into the Penton Merger Agreement; (ii) certain requisite consents and approvals in connection with its entry into the Penton Merger Agreement and its consummation of the acquisition; and (iii) its ownership of Penton shares. Certain representations and warranties given by Penton LLC terminated at completion, but the majority of such representations and warranties will survive until 2 May 2018, such date being the 18 months after the date of completion.

As described above, the consideration payable by Informa in connection with the Penton Merger Agreement includes deferred consideration – this deferred consideration will become payable under the Penton Merger Agreement in October 2018 on account of certain transaction tax benefits. Informa considers that, at 31 December 2017, the estimated amount of this deferred consideration is approximately \$22.6 million. This figure has been reached with the benefit of external tax and legal advice. The amount of this deferred consideration is currently being disputed by Penton LLC, in its capacity as the representative of former Penton shareholders and optionholders. Penton LLC is claiming that the deferred consideration should be approximately \$40 million. No provision has been made for the excess of this claimed amount over \$22.6 million because Informa and the Informa Group's management do not believe that Informa, or any other member of the Informa Group, is obligated under the Penton Merger Agreement to pay such excess. Any future resolution of this dispute that is higher than the approximately \$22.6 million estimated by Informa to be payable will result in an income statement charge in a future accounting period, because the acquisition is outside the 12 month re-measurement period.

(e) Lock-up Agreements pursuant to the Penton Merger Agreement

Pursuant to the terms of the Penton Merger Agreement, the issuance of consideration shares to the holders of Penton shares and Penton options was subject to Informa receiving duly executed lock-up agreements (by each holder of Penton shares and Penton options (or in certain other cases) (the "Lock-up Agreements").

Under the Lock-up Agreements, the relevant holders of Penton shares and Penton options were subject to a lock-up period of 12 months following completion of the Penton Merger. During this lock-up period, the holders of Penton shares and Penton options agreed not to sell, assign, dispose of, monetise or otherwise transfer the consideration shares.

The Lock-up Agreements contained certain limited exceptions to the lock-up restrictions, including any transfers: (i) by a natural person pursuant to a will, intestacy, to an immediate family member or to a nominee or custodian of an immediate family member; (ii) by employees who ceased to be employed by Penton Group companies; (iii) pursuant to law or regulation; and (iv) pursuant to a takeover offer or scheme of arrangement, a share buy-back or in connection with the insolvency of Informa.

(f) Underwriting agreement in relation to rights issue

On 15 September 2016, Informa entered into an underwriting agreement with Barclays, BofA Merrill Lynch, HSBC Bank plc, Banco Santander S.A., BNP Paribas and Commerzbank Aktiengesellschaft (London Branch) (the "Underwriters") under which the Underwriters agreed to procure subscribers for, or, failing which, the Underwriters themselves would subscribe for, up to 162,235,312 rights issue shares to the extent not taken up under the rights issue in each case at the issue price.

Informa was required to bear all costs and expenses relating to the rights issue, including (but not limited to) the fees and expenses of its professional advisers, the cost of preparation, advertising, printing and distribution of the prospectus and all other documents connected with the rights issue, the Registrars' fees, the listing fees of the FCA, any charges by CREST and the fees of the London Stock Exchange.

(g) Penton Sponsor's Agreement

On 15 September 2016, Informa and Barclays entered into a sponsor's agreement. Under the sponsor's agreement, Barclays was appointed to act as Sponsor to Informa in connection with the acquisition of Penton and the rights issue. Informa gave Barclays certain warranties and undertakings regarding, inter alia, the accuracy of information contained in the prospectus and concerning the acquisition of Penton and the rights issue, the Informa Group and its business and the Penton Group and its business. Informa also provided an indemnity to Barclays and certain indemnified persons connected with it on customary terms that are typical for a transaction of its nature.

(h) Revolving Facility Agreement

Key Terms

On 23 October 2014, Informa entered into a revolving facility agreement (the "Revolving Facility Agreement") which was subsequently amended on 1 September 2016, pursuant to which the lenders have made available an £855 million committed revolving facility (the "Revolving Facility"). The Revolving Facility Agreement was entered into between, amongst others, Informa and Informa Group Holdings Limited as borrowers, the arrangers listed therein, the original lenders listed therein and The Royal Bank of Scotland plc as facility agent.

Borrowers and Guarantors

The current borrowers under the Revolving Facility Agreement are Informa and Informa Group Holdings Limited. Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Revolving Facility Agreement as an additional borrower. Informa may also request (subject to certain conditions) that a borrower ceases to be a borrower under the Revolving Facility Agreement.

The Revolving Facility is guaranteed on a joint and several basis by Informa, Informa Group Holdings Limited, Informa UK Limited, Informa Telecoms & Media Limited, Taylor & Francis Group, LLC, Informa Media, Inc., Informa Business Media, Inc., Informa USA, Informa Business Intelligence, Inc and Informa Middle East Limited.

Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Revolving Facility Agreement as an additional guarantor. Members of the Informa Group are required to become guarantors of the Revolving Facility if their consolidated EBITA (excluding intragroup items) is equal to or in excess of 7.5 per cent. of the consolidated EBITA of the Informa Group. Informa may also request (subject to certain conditions) that a guarantor ceases to be a guarantor under the Revolving Facility Agreement.

The Revolving Facility is unsecured.

Purpose

Each loan under the Revolving Facility may be used (i) to refinance the £625,000,000 facility agreement dated 20 April 2011 made available to Informa Group Holdings Limited and (ii) for general corporate purposes.

Availability and Maturity

The Revolving Facility is available to be drawn from the date of the Revolving Facility Agreement to the date falling one week prior to the final maturity date. The Revolving Facility Agreement currently has a final maturity date of 23 October 2020.

As at 31 December 2017, £287.6 million was drawn under the Revolving Facility.

Prepayment/cancellation

Subject to certain conditions, Informa may voluntarily prepay utilisations and/or cancel all or part of the available commitments under the Revolving Facility by giving not less than five Business Days' notice to the facility agent. Amounts repaid may (subject to the terms of the Revolving Facility Agreement) be re-borrowed.

In addition to voluntary prepayments, the Revolving Facility Agreement requires mandatory cancellation and, if applicable, prepayment in full or in part in certain circumstances, including:

with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under any finance document or to fund or maintain its share in any loan;
upon the occurrence of a change of control; and
upon the occurrence of the sale of all or substantially all of the assets of the Informa Group.

The Revolving Facility Agreement provides for any undrawn commitments of each lender to be automatically cancelled at close of business on the last day of the availability period.

Informa can choose to cancel and prepay particular lenders in certain circumstances including if a lender becomes a defaulting lender or if any obligor is required to pay increased costs, or make a tax-gross up, to a particular lender.

Interest

Interest is payable under the Revolving Facility Agreement at a rate of LIBOR (or in the case of loans in euro, EURIBOR) plus the applicable margin, which is currently 0.80 per cent. The margin is variable and is determined by reference to the most recent net debt to EBITDA covenant test result. The margin ranges from 0.60 per cent. when the ratio of net debt to EBITDA is at or below 2.00:1, to 1.20 per cent. when the ratio of net debt to EBITDA is greater than 3.00:1.

Financial Covenants

The Revolving Facility Agreement contains (i) a maximum gearing covenant and (ii) a minimum interest cover covenant. The financial covenants are each tested semi-annually at 30 June and 31 December on a 12-month look-back basis.

Net Financial Indebtedness

As at 31 December 2017, the Informa Group had net financial indebtedness of £1,373.1 million.

Representations, Covenants and Events of Default

The Revolving Facility Agreement contains representations, information and financial covenants and undertakings that are customary for debt facilities of this nature. The Revolving Facility Agreement also contains a number of restrictive and other covenants, including restrictions on creating security interests, disposals, mergers, change of business, acquisitions and indebtedness.

The Revolving Facility Agreement contains an acquisitions covenant that restricts Class 1 acquisitions. However, Informa has obtained the consent of the majority lenders under the Revolving Facility Agreement in respect of the Offer.

The Revolving Facility Agreement contains customary events of default (subject in certain cases to agreed thresholds, grace periods and qualifications), including non-payment, breach of other obligations, misrepresentation, cross-default, enforcement of security, insolvency, insolvency proceedings, creditors' process, cessation of business, effectiveness of finance documents, ownership of obligors, material adverse change and ERISA. At any time after the occurrence of an event of default, lenders holding 662 ⁄3 per cent. of the outstanding loans under the Revolving Facility Agreement may instruct the facility agent to cancel all or any part of the total commitments and declare that amounts outstanding are immediately due and payable and/or payable on demand.

Governing Law

The Revolving Facility Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

(i) Bilateral Term Facility Agreement

Key Terms

On 9 March 2017, Informa entered into a bilateral term facility agreement (the "Bilateral Term Facility Agreement") which was subsequently amended on 6 March 2018 pursuant to which the lender made available a \$400 million committed term facility (the "Bilateral Term Facility"). The Bilateral Term Facility Agreement was entered into between, amongst others, Informa and Informa Group Holdings Limited as borrowers and Bank of America Merrill Lynch International Limited as lender.

Borrowers and Guarantors

The current borrowers under the Bilateral Term Facility Agreement are Informa and Informa Group Holdings Limited. Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Bilateral Term Facility Agreement as an additional borrower. Informa may also request (subject to certain conditions) that a borrower ceases to be a borrower under the Bilateral Term Facility Agreement.

The Bilateral Term Facility is guaranteed on a joint and several basis by Informa, Informa Group Holdings Limited, Informa UK Limited, Informa Telecoms & Media Limited, Taylor & Francis Group, LLC, Informa Media, Inc., Informa Business Media, Inc., Informa USA, Informa Business Intelligence, Inc and Informa Middle East Limited.

Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Bilateral Term Facility Agreement as an additional guarantor. Members of the Informa Group are required to become guarantors of the Bilateral Term Facility if their consolidated EBITA (excluding intragroup items) is equal to or in excess of 7.5 per cent. of the consolidated EBITA of the Informa Group. Informa may also request (subject to certain conditions) that a guarantor ceases to be a guarantor under the Bilateral Term Facility Agreement.

The Bilateral Term Facility is unsecured.

Purpose

Each loan under the Bilateral Term Facility may be used for the general corporate and working capital purposes of the Informa Group.

Availability and Maturity

The Bilateral Term Facility was available to be drawn from the date of the Bilateral Term Facility Agreement to the date falling three months after the date of the Bilateral Term Facility Agreement. The Bilateral Term Facility Agreement currently has a final maturity date of 9 March 2019.

As at 9 March 2018, \$200 million was drawn under the Bilateral Term Facility and the total commitments under the Bilateral Term Facility had been reduced to \$200 million.

Prepayment/cancellation

The prepayment and cancellation provisions in the Bilateral Term Facility Agreement are substantially the same as those in the Revolving Facility Agreement.

The Bilateral Term Facility Agreement provides for any undrawn commitments of the lender to be automatically cancelled at close of business on the last day of the availability period.

Interest

Interest is payable under the Bilateral Term Facility Agreement at a rate of LIBOR plus a margin of 1.25 per cent. per annum.

Financial Covenants

The financial covenants in the Bilateral Term Facility Agreement are the same as those in the Revolving Facility Agreement.

Representations, Covenants and Events of Default

The Bilateral Term Facility Agreement contains representations, information and financial covenants and undertakings that are customary for debt facilities of this nature and are substantially similar to those in the Revolving Facility Agreement.

The Bilateral Term Facility Agreement contains an acquisitions covenant that restricts Class 1 acquisitions. However, Informa has obtained the consent of the lender under the Bilateral Term Facility Agreement in respect of the Offer.

The Bilateral Term Facility Agreement contains customary events of default (subject, in certain cases, to agreed thresholds, grace periods and qualifications) which are substantially similar to those in the Revolving Facility Agreement.

Governing Law

The Bilateral Term Facility Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

(j) 2010 Private Placement Notes

Key Terms

Informa Group Holdings Limited ("Informa Group Holdings") issued five series of unsecured senior notes (the "2010 Private Placement Notes") under the terms of a note purchase and guarantee agreement dated 19 November 2010 (the "2010 Note Purchase Agreement"). The only series of 2010 Private Placement Notes that currently remain outstanding is Series E: \$385,500,000 4.68 per cent. due 15 December 2020.

The performance of the 2010 Note Purchase Agreement by Informa Group Holdings and Informa and payment of the 2010 Private Placement Notes by Informa Group Holdings are currently guaranteed by the following subsidiaries of Informa Group Holdings pursuant to separate subsidiary guarantee agreements:

Informa Telecoms & Media Limited Informa UK Limited Informa Middle East Limited Taylor & Francis Group, LLC Informa Media, Inc. Informa Business Media, Inc. Informa USA, Inc. Informa Business Intelligence, Inc.

Representations, Covenants and Events of Default

The 2010 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2010 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2010 Private Placement Notes. In particular, the 2010 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to any principal bank facility shall at such times also be a guarantor of the 2010 Private Placement Notes.

The 2010 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2010 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2010 Note Purchase Agreement is used to secure any obligations under any principal bank facility, the 2010 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2010 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa, Informa Group Holdings or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, crossdefault to other debt, a "final" judgment amount in excess of £30,000,000 not being paid within the time specified in the 2010 Note Purchase Agreement, certain ERISA and benefit planrelated events and various other customary events will constitute "Events of Default" under the 2010 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2010 Private Placement Notes automatically become due and payable; or (ii) the 2010 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2010 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2010 Private Placement Notes may declare the 2010 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2010 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(k) 2015 Private Placement Notes

Key Terms

Informa issued two series of unsecured senior notes (the "2015 Private Placement Notes") under the terms of a note purchase agreement dated 16 October 2015 (the "2015 Note Purchase Agreement"). The two series of 2015 Private Placement Notes currently outstanding are:

(i) Series A: \$120,000,000 3.84 per cent. due 16 October 2022; and
(ii) Series B: \$130,000,000 4.17 per cent. due 16 October 2025.

The performance of the 2015 Note Purchase Agreement and payment of the 2015 Private Placement Notes by Informa are currently guaranteed by the following subsidiaries of Informa pursuant to separate subsidiary guarantee agreements:

Informa Group Holdings Limited Informa Telecoms & Media Limited Informa UK Limited Informa Middle East Limited Taylor & Francis Group, LLC Informa Media, Inc. Informa Business Media, Inc. Informa USA Informa Business Intelligence, Inc.

Representations, Covenants and Events of Default

The 2015 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2015 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2015 Note Purchase Agreement and the 2015 Private Placement Notes. In particular, the 2015 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to the 2015 Note Purchase Agreement, the 2010 Private Placement Notes or any principal bank facility is required at such times to also be a guarantor of the 2015 Private Placement Notes.

The 2015 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2015 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2015 Note Purchase Agreement is used to secure any obligations under the 2010 Private Placement Notes or any principal bank facility, the 2015 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2015 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, cross-default to other debt, a "final" judgment amount in excess of £40,000,000 not being paid within the time specified in the 2015 Note Purchase Agreement, certain ERISA and benefit plan-related events and various other customary events will constitute "Events of Default" under the 2015 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2015 Private Placement Notes automatically become due and payable; or (ii) the 2015 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2015 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2015 Private Placement Notes may declare the 2015 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2015 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(l) 2016 Private Placement Notes

Key Terms

Informa issued three series of unsecured senior notes (the "2016 Private Placement Notes") under the terms of a note purchase agreement dated 30 November 2016 (the "2016 Note Purchase Agreement"). The three series of 2016 Private Placement Notes currently outstanding are:

(i) Series A: \$55,000,000 3.25 per cent. due 25 January 2023;
(ii) Series B: \$80,000,000 3.50 per cent. due 25 January 2025; and
(iii) Series C: \$365,000,000 3.68 per cent. due 25 January 2027.

The performance of the 2016 Note Purchase Agreement and payment of the 2016 Private Placement Notes by Informa are currently guaranteed by the following subsidiaries of Informa pursuant to separate subsidiary guarantee agreements:

Representations, Covenants and Events of Default

The 2016 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2016 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2016 Note Purchase Agreement and the 2016 Private Placement Notes. In particular, the 2016 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to the 2016 Note Purchase Agreement, the 2010 Private Placement Notes, the 2015 Private Placement Notes or any principal bank facility is required at such times to also be a guarantor of the 2016 Private Placement Notes.

The 2016 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2016 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event any "basket" provision for liens under the 2016 Note Purchase Agreement is used to secure any obligations under the 2010 Private Placement Notes, the 2015 Private Placement Notes or any principal bank facility, the 2016 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2016 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, cross-default to other debt, a "final" judgment amount in excess of £40,000,000 not being paid within the time specified in the 2016 Note Purchase Agreement, certain ERISA and benefit plan-related events and various other customary events will constitute "Events of Default" under the 2016 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2016 Private Placement Notes automatically become due and payable; or (ii) the 2016 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2016 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2016 Private Placement Notes may declare the 2016 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2016 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(m) 2017 Private Placement Notes

Key Terms

Informa issued two series of unsecured senior notes (the "2017 Private Placement Notes") under the terms of a note purchase agreement dated 3 November 2017 (the "2017 Note Purchase Agreement"). The two series of 2017 Private Placement Notes currently outstanding are:

(i) Series A: \$200,000,000 3.93 per cent. due 14 January 2025; and
(ii) Series B: \$200,000,000 4.13 per cent. due 14 January 2028.

The performance of the 2017 Note Purchase Agreement and payment of the 2017 Private Placement Notes by Informa are currently guaranteed by the following subsidiaries of Informa pursuant to separate subsidiary guarantee agreements:

Representations, Covenants and Events of Default

The 2017 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2017 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2017 Note Purchase Agreement and the 2017 Private Placement Notes. In particular, the 2017 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to the 2017 Note Purchase Agreement, the 2010 Private Placement Notes, the 2015 Private Placement Notes, the 2016 Private Placement Notes or any principal bank facility is required at such times to also be a guarantor of the 2017 Private Placement Notes.

The 2017 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2017 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2017 Note Purchase Agreement is used to secure any obligations under the 2010 Private Placement Notes, the 2015 Private Placement Notes, the 2016 Private Placement Notes or any principal bank facility, the 2017 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2017 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, cross-default to other debt, a "final" judgment amount in excess of £40,000,000 not being paid within the time specified in the 2017 Note Purchase Agreement, certain ERISA and benefit plan-related events and various other customary events will constitute "Events of Default" under the 2017 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2017 Private Placement Notes automatically become due and payable; or (ii) the 2017 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2017 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2017 Private Placement Notes may declare the 2017 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2017 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(n) Term Facilities Agreement

Key Terms

On 30 January 2018, Informa entered into a term facilities agreement (the "Term Facilities Agreement"), pursuant to which the lenders have made available (a) a £700,000,000 committed term loan facility (the "Consideration Facility") and (b) a £400,000,000 and \$720,000,000 committed term loan facility (the "UBM Backstop Facility" and, together with the Consideration Facility, the "Term Facilities"). The Term Facilities Agreement was entered into between, amongst others, Informa and Informa Group Holdings Limited as borrowers, the arrangers listed therein, Bank of America, N.A. as original lender and Bank of America Merrill Lynch International Limited as facility agent. Following the completion of primary syndication of the Term Facilities, the lenders as at the date of publication are Bank of America, N.A., Banco Santander, S.A., London Branch, Barclays Bank PLC, BNP Paribas Fortis SA/NV and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Borrowers and Guarantors

The borrower under the Consideration Facility is Informa. The borrowers under the UBM Backstop Facility are Informa and Informa Group Holdings Limited. The Term Facilities are guaranteed on a joint and several basis by Informa, Informa Group Holdings Limited, Informa UK Limited, Informa Telecoms & Media Limited, Taylor & Francis Group, LLC, Informa Media, Inc., Informa Business Media, Inc., Informa USA, Informa Business Intelligence, Inc and Informa Middle East Limited.

Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accede to the Term Facilities Agreement as an additional guarantor. Members of the Informa Group are required to become guarantors of the Term Facilities if their consolidated EBITA (excluding intragroup items) is equal to or in excess of 7.5 per cent. of the consolidated EBITA of the Informa Group. Informa may also request (subject to certain conditions) that a guarantor ceases to be a guarantor under the Term Facilities Agreement. Certain members of the UBM Group are required to accede to the Term Facilities Agreement as additional guarantors (subject to certain conditions) within six months of Completion.

The Term Facilities are unsecured.

Purpose

Each loan under the Consideration Facility may be used to (i) finance the cash consideration component of the consideration for the Offer and (ii) finance certain fees, costs and taxes incurred by a member of the Informa Group in connection with the Offer.

Each loan under the UBM Backstop Facility may be used to refinance the UBM US PP, the UBM Bonds and the UBM RCF. The amount of the UBM Backstop Facility is equal to the principal amount of the UBM US PP, the UBM Bonds and the UBM RCF. Cash reserves and/or the Revolving Facility will be used to fund any make whole and/or prepayment premia, to the extent payable.

Maturity

The Term Facilities Agreement has a final maturity date of 18 months from the date of the Term Facilities Agreement. This may be extended, at the discretion of Informa Group Holdings Limited, by two additional periods of six months each.

Prepayment/cancellation

The prepayment and cancellation provisions in the Term Facilities Agreement are substantially the same as those in the Revolving Facility Agreement save that the Term Facilities Agreement requires mandatory cancellation and, if applicable, prepayment of, firstly, the Consideration Facility and, secondly, the UBM Backstop Facility from debt capital market proceeds.

The available commitments under the Consideration Facility will be automatically cancelled at the end of the availability period for the Consideration Facility.

The available commitments under the UBM Backstop Facility will be automatically cancelled at the end of the availability period for the UBM Backstop Facility.

Interest

Interest is payable under the Term Facilities Agreement at a rate of LIBOR plus the applicable margin.

The margin for the Term Facilities is 0.85 per cent. per annum for the first 12 months following the date of the Term Facilities Agreement after which it increases every three months up to a maximum of 2.25 per cent. per annum.

Financial Covenants

The financial covenants in the Term Facilities Agreement are the same as those in the Revolving Facility Agreement.

Representations, Covenants and Events of Default

The Term Facilities Agreement contains representations, information and financial covenants and undertakings that are customary for debt facilities of this nature and are substantially similar to those in the Revolving Facility Agreement.

The Term Facilities Agreement contains customary events of default (subject in certain cases to agreed thresholds, grace periods and qualifications) which are substantially similar to those in the Revolving Facility Agreement. At any time after the occurrence of an event of default, lenders holding 662 ⁄3 per cent. of the commitments under the Term Facilities Agreement may instruct the facility agent to cancel all or any part of the total commitments, declare that amounts outstanding are immediately due and payable and/or payable on demand.

Governing Law

The Term Facilities Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

11.2 UBM

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by UBM and/or members of the UBM Group within the two years immediately preceding the date of this document and are, or may be, material to the UBM Group or which have been entered into at any time by UBM or any member of the UBM Group and contain any provisions under which UBM or any member of the UBM Group has any obligation or entitlement which is, or may be, material to the UBM Group at the date of this document:

(a) Co-operation Agreement

For a description of the principal terms of the Co-operation Agreement, please refer to paragraph 9 of Part I (Letter from the Chairman of Informa).

The Co-operation Agreement also contains provisions that will apply in respect of the UBM Share Schemes and certain other employee incentive arrangements.

(b) Agreement for the acquisition of Allworld

On 19 December 2016 UBM, through its subsidiary UBM Asia B.V., entered into a share and purchase agreement with International Exhibition Services Limited for the acquisition of International Exhibition Holdings Limited and a number of its subsidiaries (the "Allworld Group") (the "Allworld Agreement").

Under the terms of the Allworld Agreement, the purchase price comprised an initial consideration of £379.7 million, after working capital adjustments and excluding £48.4 million consideration for the acquisition of Arabian Exhibition Management Limited (the "Bahrain Business"). The acquisition of the Bahrain Business was subject to separate closing conditions and completed on 13 January 2017.

Under the Allworld Agreement (and related documents), UBM has given customary representations, warranties and indemnities to International Exhibition Services Limited and International Exhibition Services Limited has given customary representations, warranties and indemnities to UBM, including indemnities in respect of certain tax matters subject to customary exemptions and limitations. International Exhibitions Services Limited's liability in respect of warranty claims under the Allworld Agreement and under certain indemnities in respect of tax matters is capped at US\$1, however such liabilities are, broadly the subject of a W&I insurance policy.

(c) £400 million syndicated revolving credit facility 2022

On 22 April 2015 UBM entered into a £400 million multicurrency revolving facility agreement (the "Facility"), which has a termination date of 22 April 2022. The Facility was entered into between, amongst others, UBM and United Finance Limited as borrowers, the arrangers listed therein, the original lenders listed therein and Lloyds Bank PLC as facility agent.

Interest is payable under the Facility at a rate of LIBOR (or, in the case of loans in euro, EURIBOR, or, in the case of loans in Canadian dollars, CDOR) plus the applicable margin. The margin for the Facility at the date of the agreement was 0.6 per cent. per annum, following which, the margin is to be calculated with reference to Moody's and Standard and Poor's credit rating for the respective borrowers.

The Facility is governed by English law and the courts of England have exclusive jurisdiction for deciding any dispute arising out of, or in connection with, the Facility.

The Facility contains representations, financial covenants and information and general undertakings that are customary for debt facilities of this nature.

The Facility also contains customary events of default (subject, in certain cases, to agreed thresholds, grace periods and qualifications). At any time after the occurrence of an event of default which is continuing, lenders holding more than 662 ⁄3 per cent. of the total commitments under the Facility may instruct the facility agent to cancel all or any part of the total commitments and declare that all or part of the amounts outstanding are immediately due and payable and/or payable on demand.

Under the terms of the Facility, lenders have a right to withdraw their commitments on the change of control of UBM.

(d) \$350 million 5.75 per cent. bonds due 2020

UBM issued US dollar \$350 million fixed rate bonds at 98.295 per cent. of par. The bonds pay a 5.75 per cent. coupon on a semi-annual basis on 3 May and 3 November of each year until maturity in 2020.The effective interest rate on the bond is 6.17 per cent. The coupon of 5.75 per cent. will increase in the event that UBM's long-term credit rating were to be reduced below investment grade by either Standard and Poor's (below BBB–) or Moody's (below Baa3). The increase to the coupon would be 0.25 per cent per "ratings notch" per agency. UBM has entered into interest rate swaps of US \$100 million of the bonds whereby it receives 5.75 per cent. and pays floating rate US dollars, at a rate of USD LIBOR plus 2.65 per cent.

In the event of a change of control of UBM, the holders of the bonds have the right to repayment at 101 per cent. of par if the bonds are non-investment grade on any day during the period commencing sixty days prior to the first public announcement by UBM of any change of control (or pending change of control) and ending sixty days following the consummation of such change of control, provided the change in rating is related to the change in control.

(e) \$370 million notes

In 2017 UBM issued \$370 million US dollar notes (\$45 million due in December 2022, \$175 million due in December 2024 and \$150 million due in December 2027) (the "Notes"). Funds were received in June 2017 to repay the bridge facility partially used to acquire Allworld in December 2016. Interest is paid semi-annually in arrears in June and December. The \$45 million note is at floating rate (6 month USD LIBOR plus 1.43 per cent.) whilst the \$175 million and \$150 million have a fixed rate of 4.45 per cent. and 4.68 per cent. respectively. The \$175 million note has an associated \$78 million interest rate swap (receive 4.45 per cent. fixed semi-annually and pay floating plus 2.09 per cent.).

The Notes contain representations, financial covenants and information and general undertakings that are customary for debt facilities of this nature.

The Notes also contain provisions which are triggered on a change of control of UBM. The holders of the Notes have the right to repayment of the entire unpaid principal amount of Notes held by each holder at 100 per cent. of the principal amount of such Notes at par, together with any interest accrued thereon to the prepayment date selected by UBM and any associated break costs.

12. Litigation

Informa

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Informa Group is aware) during the year preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of Informa or the Informa Group.

UBM

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the UBM Group is aware) during the year preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of UBM or the UBM Group.

13. No significant change in the financial or trading position

Informa

There has been no significant change in the financial or trading position of the Informa Group since 31 December 2017, being the date to which the historical financial information of the Informa Group (which has been incorporated by reference into this document) was published.

UBM

There has been no significant change in the financial or trading position of the UBM Group since 31 December 2017, being the date to which the historical financial information of the UBM Group, as set out in Part III (Historical Financial Information Relating to the UBM Group) of this document, was prepared.

14. Working Capital

Informa is of the opinion that, taking into account the bank facilities available, the Enlarged Group has sufficient working capital for its present requirements, that is, for at least the 12 months following the date of publication of this document.

15. Synergy Information

Paragraph 3 of Part I (Letter from the Chairman of Informa) contains statements of estimated cost savings and synergies arising from the Offer (together the "Quantified Financial Benefits Statement").

The Quantified Financial Benefits Statement is set out at Part VI (Quantified Financial Benefits Statement).

16. Consents

Each of Centerview Partners, BofA Merrill Lynch, Rothschild and Barclays has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which the name appears.

Deloitte has given and has not withdrawn its written consent to the inclusion in this document of its report set out in Section B (Accountant's Report on the Unaudited Pro Forma Financial Information of the Enlarged Group) of Part IV (Unaudited Pro Forma Financial Information for the Enlarged Group) in the form and context in which it appears.

Deloitte, Centerview Partners and Barclays have each given and not withdrawn its written consent to the inclusion of its name within the confirmation statement required by Rule 27.2(d) (ii) of the Takeover Code (set out in Part I (Letter from the Chairman of Informa) and Part VI (Quantified Financial Benefits Statement)) in the form and context in which it is included. Each of Deloitte, Centerview Partners and Barclays has given its consent solely for the purpose of complying with Listing Rule 13.4.1R(6) and for no other purpose.

17. Sources and Bases

(a) The aggregate value of the cash component of the consideration of approximately £650 million is calculated by multiplying the offered amount of 163 pence in cash per UBM Share by UBM's fully diluted share capital (as referred to in paragraph 17(f) below) as at the Last Practicable Date.
(b) The aggregate value of the share component of the consideration of approximately £3.1 billion is calculated by multiplying the number of Informa Shares to be issued under the terms of the Offer (as referred to in 17(g)(ii) below) by the price per Informa Share of 712.6 pence (being the Closing Price on the Last Practicable Date).
(c) The value attributed to the entire existing issued share capital of UBM under the terms of the Offer of approximately £3.7 billion is the sum of the aggregate value of the cash component and the aggregate value of the share component of the consideration (as referred to in paragraphs 17(a) and 17(b) above respectively).
(d) The percentage of the share capital of the Enlarged Group that will be owned by UBM Shareholders of approximately 34.4 per cent. is calculated by dividing the number of New Informa Shares to be issued under the terms of the Offer referred to in paragraph 17(g)(ii) below by the issued share capital of the Enlarged Group (as set out in paragraph 17(g) below) and multiplying the resulting sum by 100 to produce a percentage.
(e) The calculations regarding the existing issued share capital of UBM are based on 394,097,655 UBM Shares in issue on the Latest Practicable Date (none of which are held in treasury).
(f) The fully diluted share capital of UBM (being 398,968,155 UBM Shares) is calculated on the basis of:
(i) the number of issued UBM Shares in paragraph 17(e) above (none of which are held in treasury); and
(ii) any further UBM Shares which may be issued on or after the date of this document on the exercise of options or vesting of awards under the UBM Share Schemes, amounting in aggregate to a maximum of 4,870,500 UBM Shares.
(g) The share capital of the Enlarged Group (being 1,256,087,563 Informa Shares) has been calculated as the sum of:
(i) a total number of 824,005,051 Informa Shares in issue as at close of business on the Latest Practicable Date; and
(ii) 432,082,512 New Informa Shares which would be issued under the terms of the Offer (being 1.083 Informa Shares per UBM Share multiplied by the fully diluted share capital of UBM as referred to in paragraph 17(f) above).
(h) Unless otherwise stated, all prices quoted for Informa Shares and UBM Shares have been derived from the Daily Official List and represent closing middle market prices on the relevant date.
(i) The premium calculations to the price per UBM Share have been calculated by reference to:
(i) the Closing Price of 746.0 pence per Informa Share and of 747.5 pence per UBM Shares on 15 January 2018, being the last Business Day before the commencement of the Offer Period;
(ii) the 30 trading day volume weighted average price of a Informa Share of 736.6 pence and of a UBM Share of 744.7 pence, from 30 November 2017 to 15 January 2018, being the last Business Day before the commencement of the Offer Period; and
(iii) the 3 calendar month volume weighted average price of a Informa Share of 726.6 pence and of a UBM Share of 730.8 pence, from 16 October 2017 to 15 January 2018, being the last Business Day before the commencement of the Offer Period.
(j) The volume weighted average prices referred to in paragraphs 17(i)(ii) and (iii) above are derived from data provided by Bloomberg and refer to trading on the London Stock Exchange only.
(k) Unless otherwise stated:
(i) historical financial information relating to Informa has been extracted and derived (without material adjustment) from the audited financial statements of Informa contained in the Informa 2017 Financial Statements, the Informa 2016 Annual Report and Accounts and the Informa 2015 Annual Report and Accounts; and
(ii) historical financial information relating to UBM has been extracted and derived (without material adjustment) from the audited financial statements of UBM contained in the UBM 2017 Annual Report and Accounts, the UBM 2016 Annual Report and Accounts and the UBM 2015 Annual Report and Accounts.
(l) Historical pro forma financial information relating to the Enlarged Group is unaudited and has been derived from the historical financial information relating to Informa and UBM referred to in paragraph 17(k) above.
(m) The synergy numbers are unaudited and are based on analysis by Informa's management and on Informa's internal records. Further information underlying the Quantified Financial Benefits Statement is set out in Part VI (Quantified Financial Benefits Statement) of this document.
(n) The timing expectations set out in this document assume that the Offer would become Effective in the second quarter of 2018.
(o) Certain figures included in this document have been subject to rounding adjustments.

18. Documents Available for Inspection

Copies of the following documents will be available for inspection, during usual business hours on any Business Day, at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ and at the registered office of Informa, from the date of this document up to and including the date of the Admission:

(a) the articles of association of Informa;
(b) the Prospectus;
(c) this Circular;
(d) the Scheme Document;
(e) the Announcement;
(f) the reports by Deloitte, Centerview Partners and Barclays in relation to the Quantified Financial Benefits Statement;
(g) the Informa 2017 Financial Statements;
(h) the Informa 2016 Annual Report and Accounts;
(i) the Informa 2015 Annual Report and Accounts;
(j) the UBM 2017 Annual Report and Accounts;
(k) the UBM 2016 Annual Report and Accounts;
(l) the UBM 2015 Annual Report and Accounts;
(m) the report from Deloitte set out in Part IV (Unaudited Pro Forma Financial Information of the Enlarged Group) of this document; and
(n) the letters of consent referred to in paragraph 16 of this Part V (Additional Information).

19. Information Incorporated by Reference

Prospectus – Information on UBM

The following sections of the Prospectus are incorporated by reference into this document. Where the information described below itself incorporates further information by reference to another document, that further information is not intended to form part of this document for any purpose.

	Sections of
Information incorporated by reference	Prospectus incorporated by reference	Document page number(s)
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Consolidated income statement	–––––––––––––––––––– Paragraph 2 of Part VII	–––––––––––– 106-107
Consolidated statement of comprehensive income	Paragraph 3 of Part VII	107
Consolidated statement of financial position	Paragraph 4 of Part VII	107 to 108
Consolidated statement of changes in equity	Paragraph 5 of Part VII	108 to 109
Consolidated statement of cash flows	Paragraph 6 of Part VII	109 to 110
Notes to the historical financial information relating to the UBM Group	Paragraph 7 of Part VII	110 to 191

Informa 2017 Financial Statements, Informa 2016 Annual Report and Accounts – Information on Informa

The following sections of the Informa 2017 Financial Statements, Informa 2016 Annual Report and Accounts and Informa 2015 Annual Report and Accounts are incorporated by reference into this document. Where the information described below itself incorporates further information by reference to another document, that further information is not intended to form part of this document for any purpose.

Information incorporated by reference ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Sections of document incorporated by reference ––––––––––––––––––––	Document page number(s) ––––––––––––
Informa 2017 Financial Statements
Information on related party transactions	Note 37 to the Informa 2017 Annual Report and Accounts	62
Informa 2016 Annual Report and Accounts
Information on related party transactions	Note 37 to the Informa 2016 Annual Report and Accounts	185
Informa 2015 Annual Report and Accounts
Information on related party transactions	Note 35 to the Informa 2015 Annual Report and Accounts	162

The Prospectus, Informa 2017 Financial Statements, Informa 2016 Annual Report and Accounts and Informa 2015 Annual Report and Accounts have been published by Informa and can be viewed on its website (www.informa.com). The Prospectus contains information regarding, among other things, the reasons for the Offer, further details concerning Informa and UBM, historical financial information of Informa, the Informa Directors and the New Informa Shares.

Dated: 14 March 2018

PART VI

QUANTIFIED FINANCIAL BENEFITS STATEMENT

The Announcement included statements of estimated cost savings and synergies expected to arise from the Offer (together, the "Quantified Financial Benefits Statement") which were repeated in paragraph 3 of Part I (Letter from the Chairman of Informa) of this document. A copy of the Quantified Financial Benefits Statement is set out below.

A copy of the Quantified Financial Benefits Statement is set out below:

"The Informa Board is confident that, as a direct result of the transaction, the Enlarged Group will generate attractive synergies and create additional shareholder value.

The immediate benefits of Operating Scale are expected to generate significant operating synergies, including a run rate of at least £60 million of annual recurring pre-tax cost savings by the end of 2020, with around £50 million to be delivered in the 2019 financial year.

These anticipated cost synergies will accrue as a direct result of the creation of the Enlarged Group and would not be achieved on a standalone basis. The potential sources of quantified cost synergies are in addition to any savings previously targeted and already underway by either Informa or UBM.

The constituent elements of quantified cost synergies, which are expected to originate from the cost bases of both Informa and UBM, comprise:

Corporate overhead reduction: Approximately £20 million (33 per cent.) of the cost synergies are expected to be generated from the reduction of duplicate costs across the board and executive leadership teams, as well as across other corporate and group functions;
Management and support restructuring: Approximately £37 million (61 per cent.) of the cost synergies are expected to be generated from a reduction of duplicate management and associated costs, and the rationalisation of overlapping IT systems, processes and associated investment spend; and
Procurement benefits: Approximately £3 million (6 per cent.) of the cost synergies are expected to be generated from leveraging the Enlarged Group's scale across procurement, commissions, insurance and property.

Aside from these one-off costs, Informa does not expect any material dis-synergies to arise from the creation of the Enlarged Group."

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below.

Bases of Belief and Principal Assumptions

Bases of belief

Following commencement of discussions regarding the creation of the Enlarged Group, a synergy development team (the "Synergy Team") was established at Informa to evaluate and assess the potential synergies available for the integration and undertake an initial planning exercise. The Informa team worked in consultation with UBM's management team to identify areas of potential savings and validate the cost synergy plan.

The Informa synergy assessment was led by senior personnel with direct experience of integrating B2B information services businesses. The Informa team worked collaboratively with senior subject matter experts in each functional area and commercial operations, to identify integration initiatives and estimate the timing and quantum of cost savings available.

In preparing the Quantified Financial Benefits Statement, both Informa and UBM have shared certain operating and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from the creation of the Enlarged Group. UBM has shared detailed operational information, with a limited number of specified clean team personnel within the Synergy Team. In circumstances where data have been limited for commercial or other reasons, the Synergy Team has made estimates and assumptions to aid its development of individual synergy initiatives.

In general, the synergy assumptions have in turn been risk adjusted, exercising a degree of prudence in the calculation of the estimated synergy benefits set out above.

In arriving at the Quantified Financial Benefits Statements, the Informa Directors have assumed:

no material change in macroeconomic, political, legal or regulatory conditions in the markets and regions in which Informa and UBM operate;
no significant impact on the underlying operations of either business from the creation of the Enlarged Group;
no material change in foreign exchange rates; and
no material divestments from either the Informa or UBM existing businesses.

The baselines used for the quantified cost synergies were:

for Informa: The full year budgeted operating expenses for the financial year ended 31 December 2018; and
for UBM: The full year budgeted operating expenses for the financial year ended 31 December 2018.

Notes

(1) These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the estimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither the Quantified Financial Benefits Statement nor any other statement in this document should be construed as a profit forecast or interpreted to mean that Informa's earnings in the first full financial year following the Effective Date, or in any subsequent period, will necessarily match or be greater than or be less than those of Informa or UBM for the relevant preceding financial period or any other period.
(2) Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting synergies may be materially greater or less than those estimated.

Reports and confirmations

On 30 January 2018, Deloitte, Centerview Partners and Barclays gave the opinions required by Rule 28.1(a) of the Takeover Code. Copies of these reports were included in Appendix 4 to the Announcement.

PART VII

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"\$" or "USD" or "US\$" or "US Dollar" the lawful currency of the United States of America "€" or "euro" the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended the lawful currency of the United Kingdom "2010 Note Purchase Agreement" the note purchase agreement dated 19 November 2010 and entered into by Informa Group Holdings Limited "2010 Private Placement Notes" the unsecured senior notes issued by Informa Group Holdings Limited under the terms of the 2010 Note Purchase Agreement "2015 Note Purchase Agreement" the note purchase agreement dated 16 October 2015 and entered into by Informa "2015 Private Placement Notes" the unsecured senior notes issued by Informa under the terms of the 2015 Note Purchase Agreement "2016 Note Purchase Agreement" the note purchase agreement dated 30 November 2016 and entered into by Informa "2016 Private Placement Notes" the unsecured senior notes issued by Informa under the terms of the 2016 Note Purchase Agreement "2017 Note Purchase Agreement" the note purchase agreement dated 3 November 2017 and entered into by Informa "2017 Private Placement Notes" the unsecured senior notes issued by Informa under the terms of the 2017 Note Purchase Agreement "Act" the Companies (Jersey) Law 1991, as amended from time to time "adjusted earnings" the profit for the year adjusted to exclude those items excluded from adjusted operating profit and, in addition, excluding the profit or loss on disposal of businesses and other items which are commonly excluded across the media sector "adjusted operating profit" for Informa: adjusted operating profit is calculated as operating profit after adding back certain items which are commonly excluded across the media sector. The following items have been added back to operating profit to arrive at adjusted operating profit for Informa: (a) amortisation charges in respect of intangible assets acquired through business combinations or acquisition of trade and assets, as the Informa Group does not see these charges as relating to its underlying trading; (b) impairment of goodwill, intangible assets and loan receivables; "£", "pounds sterling", "sterling", "pence" or "p"

	(c) restructuring and reorganisation costs, which are costs incurred by the Informa Group in reorganising and integrating acquired businesses, vacant property costs, and business restructuring in response to changes in market conditions and closure of businesses;
	(d) acquisition and integration costs; and
	(e) subsequent remeasurement of contingent consideration, and
	for UBM: the IFRS operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and shares of tax on results of joint ventures and associates. This measure provides insight into ongoing profit generation, both individually and relative to other companies
"Admission"	the admission of the New Informa Shares by the FCA to the Official List and to trading on the London Stock Exchange's main market for listed securities
"Announcement"	the joint announcement by Informa and UBM in relation to the Offer on 30 January 2018 under Rule 2.7 of the Takeover Code
"Barclays"	Barclays Bank PLC, acting through its Investment Bank
"BofA Merrill Lynch"	Merrill Lynch International
"Business Day"	a day, not being a public holiday, Saturday or Sunday, on which banks in London and Jersey are open for normal business
"CA 2006"	the Companies Act 2006, as amended from time to time
"Centerview Partners"	Centerview Partners UK LLP
"Clean Team Confidentiality Agreement"	the clean team confidentiality agreement dated 9 January 2018 between Informa and UBM, as described in paragraph 9 of Part I (Letter from the Chairman of Informa) of this document
"Closing Price"	the closing middle market price of a share as derived from the Daily Official List on any particular date
"Completion"	in the context of the Offer:
	(a) if the Offer is implemented pursuant to the Scheme, the Scheme having become Effective and all conditions to the Scheme having been fulfilled or (if capable of waiver) waived; or
	(b) if the Offer is implemented by way of a Takeover Offer, the Takeover Offer having become or been declared unconditional in all respects
"Condition(s)"	the conditions of the Offer, as set out in the Scheme Document
"confex"	a conference that also includes exhibition stands, and generates a proportion of revenue from the sale of exhibition space as well as from delegates and sponsorship
"Confidentiality Agreement"	the confidentiality agreement dated 21 December 2017 between Informa and UBM, as described in paragraph 9 of Part I (Letter from the Chairman of Informa) of this document

"Confidentiality and Joint Defense Agreement"	the confidentiality and joint defense agreement dated 9 January 2018 between Informa, UBM and their respective legal advisers, as described in paragraph 9 of Part I (Letter from the Chairman of Informa) of this document
"Consideration Facility"	the £700,000,000 committed term loan facility under the Term Facilities Agreement
"Co-operation Agreement"	the co-operation agreement dated 30 January 2018 between Informa and UBM, as described in paragraph 9 of Part I (Letter from the Chairman of Informa) of this document
"Court Hearing"	the hearing of the Court (and any adjournment thereof) to sanction the Scheme pursuant to Article 125 of the Act
"Court Meeting"	the meeting or meetings of Scheme Shareholders or any class or classes thereof to be convened by order of the Court pursuant to Article 125 of the Act (notice of which will be set out in the Scheme Document) at which a resolution will be proposed to approve (with or without modification) the Scheme, including any adjournment thereof
"Court Order"	the order of the Court sanctioning the Scheme under Article 125 of the Act
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)
"CREST Proxy Instruction"	a properly authenticated CREST message appointing and instructing a proxy to attend and vote in place of an Informa Shareholder at the Informa General Meeting and containing the information required to be contained in the CREST Manual
"Daily Official List"	the daily official list of the London Stock Exchange
"Deloitte"	Deloitte LLP
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules made by the FCA under section 73A of the FSMA
"DSBP"	the Informa PLC 2014 Deferred Share Bonus Plan
"EBITA"	earnings before interest, taxes and amortisation
"EBITDA"	earnings before interest, taxes, depreciation and amortisation
"Effective"	in the context of the Offer: (i) if the Offer is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Offer is implemented by way of the Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code
"Effective Date"	the date on which the Offer becomes Effective
"Election Return Time"	6.00 p.m. on the date of the Court Hearing, being the latest time for lodging a Form of Election or making an Electronic Election under the Mix and Match Facility
"Electronic Elections"	an election made in accordance with the Scheme in respect of the Mix and Match Facility by a Scheme Shareholder who holds UBM

	Shares in uncertificated form immediately prior to the Election Return Time
"Employee Share Plans"	the DSBP, the Global ShareMatch, the LTIP and the SIPs
"Enlarged Group"	the enlarged group following Completion comprising the Informa Group and the UBM Group
"EURIBOR"	the Euro Interbank Offered Rate
"Euroclear"	Euroclear UK & Ireland Limited
"Excluded Shares"	any UBM Shares beneficially owned by Informa or any subsidiary undertaking of Informa immediately prior to the Scheme Record Time
"Executive Directors"	the executive directors of Informa, being Stephen A. Carter CBE and Gareth Wright
"Existing Informa Shares"	the Informa Shares in issue as at the date of this document
"FCA"	the Financial Conduct Authority or its successor from time to time
"FCA Handbook"	the FCA's Handbook of rules and guidance as amended from time to time
"Final Informa Dividend"	the final dividend for Informa in respect of the year ended 31 December 2017, such dividend intended to be an amount of 13.80 pence per Informa Share
"Final UBM Dividend"	the final dividend for UBM in respect of the year ended 31 December 2017, such dividend intended to be an amount of 18.0 pence per UBM Share, or any interim dividend declared by UBM of the same amount to be paid in place of such final dividend
"Form of Election"	the form of election relating to the Mix and Match Facility sent to Scheme Shareholders who hold their Scheme Shares in certificated form
"Form of Proxy"	the form of proxy enclosed with this document, for use by Informa Shareholders in connection with the Informa General Meeting
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time)
"GAAP"	generally accepted accounting principles
"GAP"	the 2014 – 2017 Growth Acceleration Plan of the Informa Group
"Global ShareMatch"	the Informa ShareMatch Plan
"IFRS"	international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union
"Informa" or "Company"	Informa PLC, a public limited company incorporated in England & Wales with registered number 08860726
"Informa 2015 Annual Report and Accounts"	the annual report and audited accounts of Informa for the year ended 31 December 2015

"Informa 2016 Annual Report and Accounts"	the annual report and audited accounts of Informa for the year ended 31 December 2016
	"Informa 2017 Financial Statements" Informa Group's consolidated financial statements for the year ended 31 December 2017
"Informa Board"	the board of directors of Informa
"Informa Directors"	the directors of Informa at the date of this document whose names are set out on page 5 of this document
"Informa General Meeting"	the general meeting of Informa to be held at 10:30 a.m. on 17 April 2018 at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH (and any adjournment thereof) to be convened to consider and, if thought fit, approve the Resolution
"Informa Group"	Informa and its subsidiary undertakings and, where the context permits, each of them
"Informa Share(s)"	the ordinary shares of 0.1 pence each in the capital of Informa
"Informa Shareholders"	holders of Informa Shares
"Informa USA"	Informa USA, Inc., a Massachusetts corporation and an indirect wholly-owned subsidiary of Informa
"Interim UBM Dividend"	any ordinary course interim dividend declared by UBM before the Effective Date, being a dividend of up to 8.2 pence per UBM Share with a record date in September 2018
"Jersey Companies Law"	means the Act
"Jersey Court" or "Court"	means the Royal Court of Jersey
"Last Practicable Date"	12 March 2018, being the latest practicable date prior to the publication of this document
"LIBOR"	the London Interbank Offered Rate
"Listing Rules"	the listing rules, made by the FCA under Part 6 FSMA, as amended from time to time
"London Stock Exchange"	the London Stock Exchange plc or its successor
"Long Stop Date"	31 December 2018
"LTIP"	the Informa 2014 Long-Term Incentive Plan
"Mix and Match Facility"	the facility under which Scheme Shareholders (other than Restricted Overseas Shareholders (as defined in the Scheme Document)) are entitled to elect to vary the proportions in which they receive New Informa Shares and cash as consideration pursuant to the Scheme
"New Informa Shares"	Informa ordinary shares of 0.1 pence each proposed to be issued credited as fully paid pursuant to the Offer
"Non-Executive Directors"	the non-executive directors of Informa at the date of this document, being Derek Mapp, Gareth Bullock, Helen Owers, Cindy Rose, Stephen Davidson, David Flaschen and John Rishton

"Offer"	the proposed acquisition by Informa of the entire issued and to be issued share capital of UBM (other than the Excluded Shares) by means of the Scheme, or should Informa so elect, subject to the terms of the Co-operation Agreement and subject to the consent of the Panel, by means of a Takeover Offer
"Offer Period"	the offer period (as defined by the Takeover Code) relating to UBM, which commenced on 16 January 2018
"Offer Price"	the consideration offered by Informa under the terms of the Offer in the form of 1.083 New Informa Shares and 163 pence in cash for each UBM Share
"Official List"	the Official List of the FCA
"organic revenue"	revenue on a constant currency basis after removing the effect of material acquisitions and disposals from the current and prior year
"Overseas Informa Shareholders"	Informa Shareholders with a registered address outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"Penton" or "Penton Information Services"	Penton Business Media Holdings, Inc.
"Penton LLC"	Penton Business Media Holdings, LLC, a Delaware limited liability company (registered number 4011188) whose principal office is at 1166 Avenue of the Americas 10th floor, New York, NY 10036
"Penton Merger"	the merger of Informa Merger Sub with and into Penton, pursuant to which Penton became an indirect wholly owned subsidiary of Informa, in accordance with the Penton Merger Agreement
"Penton Merger Agreement"	the agreement and plan of merger entered into on 15 September 2016 between Informa, Informa USA, Greenwich Merger Sub, Penton and Penton LLC in relation to the Penton Merger
"PRA"	the UK Prudential Regulation Authority or its successors from time to time
"Proposed Directors"	the individuals who will become directors of the Enlarged Group following Completion, whose names appear in paragraph 8 of Part V (Additional Information) in this document
"Prospectus"	the prospectus relating to Informa dated 14 March 2018 in respect of the New Informa Shares to be issued in connection with the Offer
"Prospectus Rules"	the rules published by the FCA under section 73A of the FSMA
"Quantified Financial Benefits Statement"	the statement described as such and set out in Part I (Letter from the Chairman of Informa) of this document
"Registrar of Companies"	the registrar of companies in Jersey
"Registrars"	Computershare Investor Services PLC
"Regulations"	the Uncertificated Securities Regulations 2001 of the United Kingdom (SI 2001 No. 3755)

"Regulatory Information Service"	a regulatory information service as defined in the FCA Handbook
"Resolution"	the resolution to be proposed at the Informa General Meeting, notice of which is set out in this document
"Restricted Jurisdiction(s)"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Offer is made in that jurisdiction, or information concerning the Offer is sent or made available to UBM Shareholders in that jurisdiction
"Rothschild"	N M Rothschild & Sons Limited
"Scheme"	the proposed scheme of arrangement under Article 125 of the Act between UBM and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by UBM and Informa
"Scheme Document"	the document sent to UBM Shareholders and persons with information rights containing, amongst other things, the full terms and conditions of the Scheme and notices convening the UBM Meetings
"Scheme Record Time"	the time and date specified in the Scheme Document, expected to be 6:00 p.m. on the day immediately before the Effective Date
"Scheme Shareholder(s)"	holders of Scheme Shares
"Scheme Shares"	all UBM Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than the Excluded Shares
"Secretary"	the Secretary of the Company from time to time
"SIPs"	the Informa PLC Investment Plan, the Informa 2009 Investment Plan and the Informa 2014 ShareMatch Plan
"Special Dividend"	a special dividend from UBM of an amount of 14.9454 pence per UBM Share, being the Final Informa Dividend multiplied by 1.083 (the number of New Informa Shares to be issued for each UBM Share)
"Special Resolution"	the special resolution proposed to be passed at the UBM General Meeting in connection with, inter alia, implementation of the Scheme and such other matters as may be necessary to implement the Scheme and the delisting of the UBM Shares
"Sponsor"	Barclays
"subsidiary", "subsidiary undertaking" and "undertaking"	shall be construed in accordance with the CA 2006
"Takeover Code"	the Takeover Code issued by the Panel, as amended from time to time
"Takeover Offer"	if, subject to the terms of the Co-operation Agreement and subject to the consent of the Panel, the Offer is implemented by way of a

	takeover offer as defined in Article 116 of the Act, the recommended offer to be made by or on behalf of Informa to acquire the entire issued and to be issued ordinary share capital of UBM (other than the Excluded Shares), and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Term Facilities"	the Consideration Facility and the UBM Backstop Facility
"Term Facilities Agreement"	the term facilities agreement entered into by Informa and Informa Group Holdings Limited in respect of the Offer, as described in paragraph 11 of Part V (Additional Information)
"UBM"	UBM plc, a public limited company incorporated in Jersey with registered number 100460
"UBM 2015 Annual Report and Accounts"	the annual report and audited accounts of UBM for the year ended 31 December 2015
"UBM 2015 Share Incentive Plan"	the UBM 2015 Share Incentive Plan known as "Sharebuild"
"UBM 2016 Annual Report and Accounts"	the annual report and audited accounts of UBM for the year ended 31 December 2016
"UBM 2017 Annual Report and Accounts"	the annual report and audited accounts of UBM for the year ended 31 December 2017
"UBM Backstop Facility"	the £400,000,000 and \$720,000,000 committed term loan facility under the Term Facilities Agreement
"UBM Board"	the board of directors of UBM
"UBM Bonds"	the \$350,000,000 bonds issued by UBM due November 2020
"UBM Directors"	the directors of UBM
"UBM Executive Directors"	the executive directors of UBM
"UBM General Meeting"	the general meeting of UBM Shareholders including any adjournments thereof (notice of which is set out in the Scheme Document), to be convened to consider and if thought fit pass, inter alia, the Special Resolution in relation to the Scheme
"UBM Group"	UBM and its subsidiary undertakings and where the context permits, each of them
"UBM Meetings"	the Court Meeting and the UBM General Meeting
"UBM RCF"	the £400,000,000 revolving credit facility agreement dated 22 April 2015 between, amongst others, UBM and Lloyds Bank plc as agent
"UBM Share Schemes"	the UBM 2014 Deferred Bonus Plan, the UBM 2014 Performance Share Plan, the UBM Executive Retention Plan, the UBM 2008 Sharesave Scheme, the UBM 2014 International Sharesave Plan, the UBM 2015 Share Incentive Plan, the UBM Bonus Investment Plan 2005 and the UBM 2008 Executive Share Option Scheme
"UBM Share(s)"	the ordinary shares of 11.25 pence each in the capital of UBM
"UBM Shareholder(s)"	holders of UBM Shares

"UBM US PP"	the \$370,000,000 US private placement notes issued by UBM consisting of (i) \$45,000,000 notes due June 2022, (ii) \$175,000,000 notes due June 2024, and (iii) \$150,000,000 notes due June 2027
"UK" or "United Kingdom"	United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the FCA (or any successor authority or authorities, as relevant), acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
"underlying revenue"	this measure adopts an approach where year-on-year growth from material acquisitions is included in the calculation of underlying growth from the first day of ownership, as if we had owned the business in the corresponding period in the previous year. This measure of underlying growth also strips out the impact of any events phasing during the relevant period, the impact of any disposals and the impact of foreign exchange movements
"US" or "United States"	the United States of America
"US Securities Act"	the US Securities Act of 1933, as amended and the rules and regulations promulgated thereunder
"Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined

All times referred to are London times unless otherwise stated.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

INFORMA PLC

(Incorporated and registered in England and Wales under the Companies Act of 2006 with registered number 08860726)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Informa PLC (the "Company") will be held at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH at 10:30 a.m. on 17 April 2018 for the purpose of considering and, if thought fit, passing the following resolution.

ORDINARY RESOLUTION

THAT:

(A) the acquisition of UBM plc by the Company (the "Offer"), substantially on the terms and subject to the conditions set out in the circular to shareholders outlining the Offer dated 14 March 2018, of which this notice forms part (the "Circular") (a copy of which is produced to the meeting and signed for identification purposes by the chairman of the meeting) be and is hereby approved and the directors of the Company (or any duly constituted committee thereof) be authorised: (1) to take all such steps as may be necessary or desirable in connection with, and to implement, the Offer; and (2) to agree such modifications, variations, revisions, waivers or amendments to the terms and conditions of the Offer (provided such modifications, variations, revisions, waivers or amendments are not material), and to any documents relating thereto, as they may in their absolute discretion think fit; and
(B) without prejudice to all existing authorities conferred on the directors of the Company, the directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 and Article 67 of the Company's articles of association to exercise all the powers of the Company to allot New Informa Shares (as defined in the Circular) in the Company pursuant to or in connection with the Offer up to an aggregate nominal value of £432,083, such authority to expire at the conclusion of the Company's annual general meeting in 2019.

Dated: 14 March 2018

Informa PLC 5 Howick Place London SW1P 1WG

Registered office: By order of the Board United Kingdom ................................................................

Rupert Hopley Company Secretary

Notes:

1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company as at 6.30 p.m. on 15 April 2018 or, in the event that the meeting is adjourned, in the register of members at 6.30 p.m. on the date 48 hours before the date of any adjourned meeting. Changes to entries on the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting or any adjourned meeting.
1. A holder of shares of the Company entitled to attend and vote at the meeting is also entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote on their behalf at the meeting. A Form of Proxy which may be used to make such appointment and give proxy instructions is enclosed with this notice. If you think you may not be able to attend the meeting, please complete and return the Form of Proxy. Please indicate how you wish your vote to be cast by inserting an "X" in the appropriate box. In the event that you wish to appoint a person other than the Chairman as your proxy, delete the reference to the Chairman and insert the name and address of the person you wish to appoint in the space provided. A proxy need not be a member of the Company. Instructions for use are shown on the Form of Proxy. Completion and return of a Form of Proxy, an electronic proxy or any CREST Proxy Instruction (as described in note 9 below) will not preclude a shareholder from attending the meeting and voting there in person. Informa will not exercise any rights in relation to any shares held by, or on behalf of, Informa.
1. To be effective, the Form of Proxy (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority) must be deposited at the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY before 10:30 a.m. on 13 April 2018 or, if the meeting is adjourned, by not later than 48 hours (excluding non-business days) before the time of the adjourned meeting. Forms of Proxy returned by fax will not be accepted. Alternatively, you may appoint a proxy or proxies electronically through the Company's Registrars' website: www.investorcentre.co.uk/eproxy. To appoint a proxy electronically you will be asked to provide your Control Number, Shareholder Reference Number and PIN, which are detailed on your proxy form.
1. A holder of shares of the Company entitled to attend and vote at the meeting may appoint more than one proxy. To do so, you should attach a schedule to the Form of Proxy specifying the full name of each proxy, the number of shares each proxy appointment relates to and how you wish the proxies' votes to be cast. A failure to specify the number of shares each proxy appointment relates to, or to specify a number of shares in excess of those held by the member on the date referred to in note 1 above, will result in the proxy appointments being invalid.
1. Any person who is not a member of the Company, but has been nominated under section 146 of the Companies Act 2006 by a member of the Company (the "relevant member") to enjoy information rights, (the "nominated person") does not have a right to appoint any proxies under note 2 above. A nominated person may have a right under an agreement with the relevant member to be appointed or to have somebody else appointed as a proxy for the meeting. If a nominated person does not have such a right, or has such a right and does not wish to exercise it, he or she may have a right under an agreement with the relevant member to give instructions as to the exercise of voting rights.
1. The "Vote Withheld" option is provided to enable you to abstain on the specified resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the specified resolution.
1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the relevant register of members of the Company at 6.30 p.m. on the date 48 hours before the meeting or, in the event that the meeting is adjourned, in the register of members of the Company at 6.30 p.m. on the date 48 hours before the adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote at the meeting or any adjourned meeting. Informa Shareholders who hold their shares in the Company through CREST ("CREST members") and who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the purpose of this meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
1. 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's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Company's Registrars Computershare Investor Services PLC (Participant ID 3RA50), not later than 48 hours before the time appointed for the meeting or any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company's Registrars are 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 through other means.
1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. 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, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
1. In the case of joint holders of a share the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.
1. Any member attending the meeting has a 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 information required by s.311A of the Companies Act 2006, can be found at https://informa.com/resources/informa-and-ubm/.
1. Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands.

AI assistant

Informa PLC — AGM Information 2018

4915_rns_2018-03-14_2d3fab9e-6ab2-46d5-8cc3-25e0fa80cdd7.pdf

INFORMA PLC

RECOMMENDED OFFER BY INFORMA PLC FOR UBM PLC

Circular to Informa Shareholders and Notice of Informa General Meeting

Notice to US Investors

Notice to all Investors

CONTENTS

IMPORTANT INFORMATION

1. Cautionary note regarding forward-looking statements

2. Currency presentation

Average rate against pounds sterling

3. Industry and market data

4. Presentation of financial information

5. Rounding

6. Non-IFRS financial measures

Adjusted operating profit of Informa

Adjusted earnings of Informa

Adjusted operating profit of UBM

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors Function

PART I

LETTER FROM THE CHAIRMAN OF INFORMA

INFORMA PLC

RECOMMENDED CASH AND SHARES OFFER TO ACQUIRE UBM AND NOTICE OF GENERAL MEETING

1. Introduction

2. Background to and reasons for the Offer

Informa PLC

UBM plc

Creating a leading B2B Information Services Group

Benefits of Operating Scale

Benefits of Industry Specialisation

Benefits for Colleagues

Value Creation for Shareholders

3. Financial benefits and effects of the Offer

Potential revenue opportunities

Financial effects

4. Summary financial information on UBM

5. Informa's intentions and strategic plans

The Accelerated Integration Plan

Guiding Principles

(a) Simplicity and Speed – Management and leadership

(b) Business First – Minimise disruption

(c) Leaning into Strength – Operating approach by region

(e) Efficiency First – Maximise the benefits of scale

(f) Efficiency First – Duplication of resources

(g) Focused-Scale – Growth in verticals and specialisation

(h) Customer First – Revenue opportunities

Board and Governance

6. Colleague Commitments

Colleagues

Protection of Existing Contractual and Employment Rights

Commitment to Pension Obligations

Building Communities through Office Locations

Stability in Shared Service Centres

7. Financing of the Offer

8. Irrevocable Undertakings

9. Offer-related arrangements

Confidentiality Agreement

Confidentiality and Joint Defense Agreement

Clean Team Confidentiality Agreement

Co-operation Agreement

10. Current Trading and Prospects

Informa PLC

UBM plc

11. Ratings and Outlook

12. UBM Share Schemes

13. Scheme Process

14. Dividends and Dividend Policy

15. Delisting and Cancellation of Trading

16. Admission to the Official List and to Trading on the London Stock Exchange and Dealings in New Informa Shares

17. Fractional Entitlements

18. Risk factors

19. Informa General Meeting and the Resolution

20. Action to be taken

21. Further Information

22. Financial Advice

23. Recommendation

Informa PLC AGM Information 2018