Informa PLC — Proxy Solicitation & Information Statement 2020

Apr 20, 2020

inform

The Chairman of Informa PLC gives notice that a General Meeting of the Company will be held at 240 Blackfriars Road, London SE1 8BF on Monday, 4 May 2020 at 8.00 a.m..

In light of the Stay at Home Measures introduced by the Government which prohibit all non-essential travel and public gatherings of more than two people, shareholders should not attend the General Meeting. Instead, shareholders are strongly encouraged to appoint the Chairman of the meeting as their proxy. If you appoint someone other than the Chairman of the meeting as your proxy, it is likely that they will not be able to attend or vote at the meeting because of the Stay at Home Measures. Any shareholders or proxies (other than the Chairman of the meeting) who attempt to attend the meeting will be refused entry.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy – General Meeting to be held on Monday, 4 May 2020

Cast your Proxy online 24...It'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.

To view the Circular online log on to: www.informa.com

Control Number: 916473

SRN:

PIN:

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 Thursday, 30 April 2020 at 8.00 a.m.

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). Note that, due to the Stay at Home Measures implemented by the Government to combat the COVID-19 pandemic, shareholders and/or their proxies (other than the Chairman of the meeting) will not be able to attend the meeting in person. Accordingly, shareholders will need to appoint a proxy who will be attending the meeting to exercise their voting rights at the meeting. If shareholders appoint the Chairman of the meeting as their proxy, this will ensure that their votes are cast in accordance with their wishes given that, in light of the restrictions on public gatherings, only the bare minimum number of persons will be attending the meeting in person in order to satisfy the quorum requirement for the meeting. 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. Any electronic communication sent by a shareholder to the Company which is found to contain a computer virus will not be accepted.

4. 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.

5. 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. Note that the restrictions on non-essential travel and public gatherings mean that shareholders, proxies and others will not be able to attend the meeting in person.

6. 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.
7. 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.
8. Any alterations made to this form should be initialed.
9. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person should the situation change and the restrictions on non-essential travel and public gatherings be lifted.
10. 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.
11. Any power of attorney or other authority under which this proxy form is signed (or a duly certified copy of such power of attorney) must be returned with this proxy form.

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

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman of the Meeting.
Do not insert your own name(s).

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 General Meeting of Informa PLC to be held at 240 Blackfriars Road, London SE1 8BF on Monday, 4 May 2020 at 8.00 a.m., and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example. ☐
Ordinary Resolution	For	Against	Vote Withheld
1. To authorise the Directors to allot securities (s.551 of the Companies Act 2006).	☐	☐	☐

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.

Signature

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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IFO