Informa PLC

AGM Information • Jun 16, 2022

Informa PLC

At the Annual General Meeting ("AGM") of Informa PLC ("the Company") held on 16 June 2022 at 240 Blackfriars Road, London SE1 1BF, the following resolutions relating to Special Business were passed:

PASSED AS ORDINARY RESOLUTIONS:

Resolution 17: Authority to make political donations

That, in accordance with sections 366 and 367 of the Companies Act 2006 ('the Companies Act'), the Company, and any company which is or becomes a subsidiary of the Company at any time during the period for which this resolution applies, is generally authorised to:

• (i) make political donations to political parties or independent election candidates, not exceeding £30,000 in aggregate;
• (ii) make political donations to political organisations other than political parties not exceeding £30,000 in aggregate; and
• (iii) incur political expenditure not exceeding £30,000 in aggregate.

This authority will apply until the earlier of the conclusion of the Company's next AGM or close of business on 15 September 2023.

Any terms used in this resolution which are defined in Part 14 of the 2006 Act shall bear the same meaning for the purposes of this resolution.

Resolution 18: Authority to allot shares

That, in accordance with section 551 of the Companies Act and in substitution for all existing authorities, the Board be given power to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

• (i) up to an aggregate nominal amount of £492,571 (such amount to be reduced by any allotments or grants made under paragraph (ii) below in excess of such sum); and
• (ii) comprising equity securities (as defined in section 560(1) of the Companies Act) up to a further aggregate amount of £492,571 (such amount to be reduced by any allotments or grants made under paragraph (i) above) in connection with an offer by way of a rights issue:
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary or appropriate,

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

This authority will apply until the earlier of the conclusion of the Company's next AGM or close of business on 15 September 2023 (unless previously renewed, varied or evoked by the Company in a general meeting), but so that in each case the Company may make offers and enter into agreements before this authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if this authority had not ended.

Resolution 19: Directors' Remuneration Policy

To adopt the Directors' Remuneration Policy, the text of which is set out in Part III of the Notice of Meeting, to take effect from the conclusion of the AGM at which it is passed.

Resolution 20: Updated Informa Long-Term Incentive Plan rules

To approve the rules of the Updated Informa Long Term Incentive Plan, the main features of which are summarised in Part III of the Notice of Meeting, and to authorise the Board to do all acts and things which it considers necessary or desirable to carry the same into effect.

Resolution 21: Updated Informa Deferred Share Bonus Plan rules

To approve the rules of the Updated Informa Deferred Share Bonus Plan, the main features of which are summarised in Part III of this Notice of Meeting, and to authorise the Board to do all acts and things which it considers necessary or desirable to carry the same into effect.

Resolution 22: Update to historical LTIP rules

To approve an update to all historical LTIP Rules as set out on page 11 of the Notice of Meeting and to authorise the Board to do all acts and things which it considers necessary or desirable to carry the same into effect.

PASSED AS SPECIAL RESOLUTIONS:

Resolution 23: General power to disapply pre-emption rights

That, if Resolution 18 is passed, the Board be given power, in substitution for all existing powers and pursuant to section 570 of the Companies Act, to allot equity securities (as defined in section 560(1) of the Companies Act) for cash under the authority granted by Resolution 18 and/or to sell treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such authority to be limited to:

• (a) the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities:
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary or appropriate,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or expedient to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange or any other matter; and

(b) the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £73,885.

This authority will apply until the earlier of the conclusion of the Company's next AGM or close of business on 15 September 2023 (unless previously renewed, varied or revoked by the Company in a general meeting), but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not ended.

Resolution 24: Additional power to disapply pre-emption rights for acquisitions or capital investments

That, if Resolution 18 is passed, and in addition to any authority granted under Resolution 23, the Board be given the power to allot equity securities (as defined in section 560(1) the Companies Act) for cash under the authority given by that resolution and/or, pursuant to section 573 of the Companies Act, to sell treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such authority to be:

(a) limited to the allotment of equity securities of £73,885; and

(a) used only for the purposes of financing (or re-financing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This authority will apply until the earlier of the conclusion of the Company's next AGM or close of business on 15 September 2023 but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted (and treasury shares to be sold) and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if this authority had not ended.

Resolution 25: Authority to purchase own shares

That, pursuant to section 701 of the Companies Act, the Company is generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Companies Act) of its ordinary shares on such terms as the Directors think fit, provided that:

• (a) the maximum aggregate number of ordinary shares to be purchased is 147,771,000 (representing 10% of the issued ordinary share capital);
• (b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value; and
• (c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:
  • (i) an amount equal to 105% of the average of the market value of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day of purchase; and
  • (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out.

This authority will apply until the earlier of the conclusion of the Company's next AGM or close of business on 15 September 2023, provided that during this period the Company may enter into a contract to purchase ordinary shares which would or might be completed wholly or partly after this authority has ended and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not ended.

Resolution 26: Notice period for general meetings other than annual general meetings

That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

…………………………………

Rupert Hopley Company Secretary Date: 16 June 2022