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Informa PLC — AGM Information 2019
Apr 23, 2019
4915_agm-r_2019-04-23_a691c061-4a24-4bb1-860d-d4666f34b040.pdf
AGM Information
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172294 Project Informa - Proxy_172294 Project Informa - Proxy 15/04/2019 19:34 Page 1
The Chairman of Informa PLC invites you to attend the Annual General Meeting of the Company to be held at 240 Blackfriars Road, London SE1 8BF on Friday 24 May at 11.00 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy – Annual General Meeting to be held on 24 May 2019
| Cast your Proxy onlinelt's fast, easy and secure! www.investorcentre.co.uk/eproxy You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions. |
Control Number: 915714 SRN: PIN: |
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| View the Annual Report and Notice of Annual General Meeting online: www.informa.com | ||
To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 22 May 2019 at 11.00 am.
Explanatory Notes:
- 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1679 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
- 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
- 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 10.00 pm on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
- 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
- 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1679 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- 7. Any alterations made to this form should be initialled.
- 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
| Kindly Note: This form is issued only to the addressee(s) and is specific to the unique |
|---|
| designated account printed hereon. This personalised form is not transferable between |
| different: (i) account holders; or (ii) uniquely designated accounts. The Company and |
| Computershare Investor Services PLC accept no liability for any instruction that does |
| not comply with these conditions. |
| All Named Holders | |
|---|---|
Poll Card To be completed only at the AGM.
| Vote | ||||
|---|---|---|---|---|
| Ordinary Resolutions | For | Against | Withheld | |
| 1. To receive the Annual Report and audited financial statements of the Company for the year ended 31 December 2018. |
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| 2. To approve the Directors' Remuneration Report. | ||||
| 3. To approve a final dividend for the year ended 31 December 2018 of 14.85 pence per ordinary share. |
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| 4. To elect Mary McDowell as a Director. | ||||
| 5. To elect David Wei as a Director. | ||||
| 6. To re-elect Derek Mapp as a Director. | ||||
| 7. To re-elect Stephen A. Carter as a Director. | ||||
| 8. To re-elect Gareth Wright as a Director. | ||||
| 9. To re-elect Gareth Bullock as a Director. | ||||
| 10. To re-elect Cindy Rose as a Director. | ||||
| 11. To re-elect Helen Owers as a Director. | ||||
| 12. To re-elect Stephen Davidson as a Director. | ||||
| 13. To re-elect David Flaschen as a Director. |
172294 Project Informa - Proxy_172294 Project Informa - Proxy 15/04/2019 19:34 Page 2
| Vote | |||
|---|---|---|---|
| For | Against | Withheld | |
| 14. To re-elect John Rishton as a Director. | |||
| 15. To reappoint Deloitte LLP as Auditor of the Company until the conclusion of the next general meeting at which accounts are laid. |
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| 16. To authorise the Audit Committee, for and on behalf of the Board, to determine the Auditor's remuneration. |
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| 17. Authority to make political donations. | |||
| 18. Approval of the Informa Sharesave Plan. | |||
| 19. Authority to allot shares. | |||
| Special Resolutions | |||
| 20. General power to disapply pre-emption rights. | |||
| 21. Additional power to disapply pre-emption rights for acquisitions or capital investments. |
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| 22. Authority to purchase own shares. | |||
| 23. That the Directors be authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice. |
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Signature
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Do not insert your own name(s).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
| * |
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I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Informa PLC to be held at 240 Blackfriars Road, London SE1 8BF on 24 May 2019 at 11.00 am, and at any adjourned meeting. Please use a black pen. Mark with an X
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
inside the box as shown in this example. 8
Vote
Vote Ordinary Resolutions For Against Withheld 1. To receive the Annual Report and audited financial statements of the Company for the year ended 31 December 2018. 2. To approve the Directors' Remuneration Report. 3. To approve a final dividend for the year ended 31 December 2018 of 14.85 pence per ordinary share. 4. To elect Mary McDowell as a Director. 5. To elect David Wei as a Director. 6. To re-elect Derek Mapp as a Director. 7. To re-elect Stephen A. Carter as a Director. 8. To re-elect Gareth Wright as a Director. 9. To re-elect Gareth Bullock as a Director. 10. To re-elect Cindy Rose as a Director. 11. To re-elect Helen Owers as a Director. 12. To re-elect Stephen Davidson as a Director.
| For | Against | Withheld | |
|---|---|---|---|
| 13. To re-elect David Flaschen as a Director. | |||
| 14. To re-elect John Rishton as a Director. | |||
| 15. To reappoint Deloitte LLP as Auditor of the Company until the conclusion of the next general meeting at which accounts are laid. |
|||
| 16. To authorise the Audit Committee, for and on behalf of the Board, to determine the Auditor's remuneration. |
|||
| 17. Authority to make political donations. | |||
| 18. Approval of the Informa Sharesave Plan. | |||
| 19. Authority to allot shares. | |||
| Special Resolutions | |||
| 20. General power to disapply pre-emption rights. | |||
| 21. Additional power to disapply pre-emption rights for acquisitions or capital investments. |
|||
| 22. Authority to purchase own shares. | |||
| 23. That the Directors be authorised to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice. |
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I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting.
DD / MM / YY
Signature Date
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
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