Pearson PLC — AGM Information 2020

Sep 18, 2020

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author: White, Natalie
date: 2020-09-16 15:26:00+00:00

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Company Number 53723

RESOLUTION OF

PEARSON PLC

COMPANY LIMITED BY SHARES

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PASSED 18 SEPTEMBER 2020

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At a General Meeting of Pearson plc (the “Company”), duly convened and held at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS on Friday, 18 September 2020, the following ordinary resolution was passed in connection with the grant of a co-investment award of ordinary shares of 25 pence each in the capital of the Company (“Pearson Shares”) to Andy Bird:

ORDINARY RESOLUTION

THAT

(a) an amendment to the Company’s directors’ remuneration policy to allow the co-investment award of Pearson Shares (the “Co-investment Award”) to be granted to Andy Bird on and subject to the terms of the draft letter setting out the principal terms of the Co-investment Award (the “Award Letter”) and the Pearson plc Long Term Incentive Plan 2020 approved by the Company’s shareholders in April 2020 (as amended from time to time) (the “Pearson LTIP”), copies of which were produced to the Meeting and initialled by the Chair for identification, be and is hereby approved for the purposes of section 226B(1)(b) of the Companies Act 2006, as amended; and

(b) the directors of the Company (the “Directors”) (or any duly constituted committee thereof) be and are hereby authorised to do all things necessary and desirable to implement, complete or to procure the implementation or completion of the grant of the Co-investment Award to Andy Bird on and subject to the terms of the Award Letter and Pearson LTIP and to give effect thereto with such modifications, variations, revisions or amendments (not being modifications, variations, revisions or amendments of a material nature) as the Directors (or any duly authorised committee thereof) may deem necessary, expedient or appropriate in connection with the Co-investment Award.

Graeme Baldwin

Company Secretary

18 September 2020