Informa PLC — M&A Activity 2016

Sep 15, 2016

informa

15 September 2016

Dear Shareholder

Proposed acquisition of Penton Business Media Holdings, Inc.

On 15 September, Informa announced a proposal to acquire Penton Business Media Holdings, Inc., a leading independent US-based Exhibitions and Professional Information Services Group, as part of the continued progress and delivery of its 2014-2017 Growth Acceleration Plan.

The Board of Directors of Informa believes this acquisition is compelling, and is in the best interests of the Group and its Shareholders. They consider it will build the breadth and balance of the Group portfolio, significantly strengthening the Global Exhibitions and Business Intelligence Divisions, enhancing Informa's position in attractive verticals and increasing its scale in the US, further improving long-term growth prospects.

Whilst Informa has reached an agreement with Penton's owners, the private equity groups MidOcean Partners and Wasserstein & Co., the size of the acquisition means Informa must seek approval from Shareholders to proceed. Informa will partly fund the acquisition from proceeds of a Rights Issue, and is therefore additionally seeking approval from Shareholders for the Directors to allot new shares.

Accordingly, the Board has called a General Meeting to seek these approvals at 10.30am BST on 10 October 2016 at The Conrad London St James Hotel, 22-28 Broadway, London, SW1H 0BH.

Information and materials

Enclosed is a Form of Proxy for the General Meeting. The following documents in relation to the transaction can be found at www.informa.com/informa-and-penton for your attention:

• A Circular to Shareholders
• The Notice of General Meeting, which forms part of the Circular

The Circular to Shareholders contains a full explanation of the proposal and the timetable for the transaction. Within it is detailed information on the rationale, benefits, relevant risk factors and a summary of the terms of the acquisition of Penton.

The Notice of General Meeting contains full information on the General Meeting and the Form of Proxy allows Shareholders to vote on the resolutions in advance by post or electronically if they are unable to attend on the day.

How to vote

To vote via a proxy, complete the Form of Proxy and return to the Registrar. Alternatively, to vote electronically, go to www.investorcentre.co.uk/eproxy. You will need the Control Number, Shareholder Reference Number and PIN printed on the Form of Proxy.

The Registrar must receive the completed form, either by post or electronically by 10.30am BST on 6 October 2016. Submitting an electronic proxy form does not prevent you from attending and voting at the General Meeting. For any difficulties in voting, contact the Registrar at web.queries@computershare.co.uk or +44 (0)370 707 1679.

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sterling 167918

The Rights Issue

Under the terms of the Rights Issue, for every 4 shares owned, every Qualifying Informa Shareholder has the right to buy 1 more share at a price of 441p. The proceeds of the Rights Issue will contribute to the funding of the acquisition of Penton.

Qualifying Informa Shareholders can find more information on the Rights Issue in the Prospectus, available at www.informa.com/informa-and-penton. If the Rights Issue is approved at the General Meeting then we will send you further information on the available options and how to exercise them after the General Meeting.

Board of Directors' support

Each Director of Informa intends to vote in favour of the resolution to be put to the General Meeting, and Informa's Board of Directors is fully supportive of the Rights Issue.

Whether or not you plan to attend the General Meeting, I would encourage you to vote.

Thank you for taking the time to read through the documentation and thank you in advance for voting.

Yours faithfully

Derek Mapp
Chairman