Relx PLC — AGM Information 2019

Feb 28, 2019

Notice of Annual General Meeting

To be held at the Amba Hotel, Strand, London WC2N 5HX on Thursday, 25 April 2019 at 10.00 am

This document is important and requires your immediate attention

If you are in any doubt as to what action you should take, you should consult immediately with your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in RELX PLC (the "Company"), please send this Notice of Annual General Meeting and accompanying documents to the stockbroker, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

A Proxy Form for the Annual General Meeting is enclosed and should be completed and returned so as to reach the Company's Registrar not less than 48 hours before the time of the meeting. Completion and return of the Proxy Form or such other instrument appointing a proxy will not prevent you from attending and voting at the meeting in person. Alternatively, you can register your proxy voting instructions electronically no later than 48 hours before the time of the meeting, either online at www.relx.com/vote, or by using the service provided by Euroclear UK & Ireland Limited. Further details are given in the notes to the enclosed Notice of Annual General Meeting.

Contents Page

Letter from the Chairman	2
Notice of Annual General Meeting	3
Explanation of business	6
Biographical information	9
Notes to Notice of Meeting	11

Letter from the Chairman To the holders of RELX PLC ordinary shares

Dear Shareholder,

I am pleased to invite you to the 2019 Annual General Meeting (the "AGM") of RELX PLC (the "Company"), which will be held on Thursday, 25 April 2019 at 10.00 am in the Ballroom at the Amba Hotel, Strand, London WC2N 5HX.

The Notice of AGM (the "Notice") on pages 3 to 5 sets out the business to be considered at the meeting. Explanatory notes on all of the business to be considered at this year's AGM appear on pages 6 to 8.

Remuneration

In 2017, shareholders approved the Remuneration Policy (the "Policy"). The Policy, set out on pages 99 to 105 of the 2018 Annual Report and available at www.relx.com, is applicable for three years, provided no changes are proposed, and so is not being put to shareholders this year. Shareholders will be invited to give their usual advisory vote on the Directors' Annual Remuneration Report which is set out on pages 87 to 98 of the 2018 Annual Report. This report explains how the Policy was implemented during 2018.

Dividend

Your Board has proposed a final dividend for 2018 of 29.7p per ordinary share. Subject to approval by shareholders, the dividend will be paid on 4 June 2019 to shareholders appearing on the Register of Members at the close of business on 3 May 2019. The Euro equivalent of the final dividend for 2018 will be announced on 23 May 2019.

Following the completion of the corporate simplification in September 2018, shareholders appearing on the Register of Members or holding their shares through CREST will continue to receive their dividends in Pounds Sterling but will have the option to elect to receive their dividends in Euro. Former RELX NV shareholders who now hold RELX PLC shares through Euroclear Nederland (via banks and brokers) will automatically receive their dividends in Euro, but will have the option to elect to receive their dividends in Pounds Sterling. Details of how to make dividend currency elections are set out on page 180 of the 2018 Annual Report and on our website www.relx.com.

The Company will operate Dividend Reinvestment Plans for the 2018 final dividend. Further information concerning these appears on pages 178 and 180 of the 2018 Annual Report.

Election of Director

In January 2019, we announced that Andrew Sukawaty will join the Board as a Non-Executive Director, subject to shareholder approval at the AGM. Mr Sukawaty has spent more than 16 years in the enterprise technology and software sectors, during which time he has acquired considerable international experience in executive and non-executive roles. He will be a valuable addition to our Board. His biographical details are set out on page 10 of this Notice. Your Board recommends his election as a Director of the Company.

Re-election of Directors

In accordance with the UK Corporate Governance Code (the "UK Code"), with the exception of Carol Mills and Ben van der Veer who are stepping down from the Board with effect from the conclusion of the AGM, all the other Directors will retire from the Board at the AGM and, being eligible, offer themselves for re-election. Your Board recommends their re-election as Directors of the Company. The skills, experience and expertise that each of the Directors brings to the Board can be found on pages 66 to 67, and page 75 of the 2018 Annual Report. Biographical details of each Director seeking re-election appear on pages 9 and 10 of this Notice.

Capitalisation issue and share capital reduction

Following the completion of the corporate simplification through the cross-border merger of the Company and RELX NV in September 2018, the distributable reserves in RELX NV were eliminated and a merger reserve, which does not form part of distributable reserves, was recognised in the Company. While the Company has sufficient distributable reserves to fund its projected distributions in the immediate future, to provide future flexibility, we are seeking approval by resolutions 21 to 23 to use part of the merger reserve to increase the amount of distributable reserves available for future dividend payments and share buybacks. In order to achieve this, it is necessary to first convert part of the merger reserve into share capital by issuing a capital reduction share and then to cancel that share. This will not result in any change to the nominal value of the Company's ordinary shares, will have no impact on the Company's cash position, or on its net assets, will not involve any repayment or distribution of capital or share premium by the Company, and will not result in any changes to the Company's existing dividend policy. Resolutions 21 to 23 are set out on page 5, and a detailed description of the capitalisation issue and capital reduction mechanism is set out on page 8.

Recommendation

Your Board considers that the proposed resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend you to vote in favour of each resolution, as each of the Directors intends to do in respect of their own shareholdings.

Voting procedures

If you would like to vote on the resolutions in the Notice, but cannot attend the AGM, please refer to the information concerning the appointment of a proxy as set out on pages 11 and 12. All resolutions proposed at the meeting will be decided by poll in accordance with current recommended best practice.

Yours faithfully

Sir Anthony Habgood Chairman 27 February 2019

Notice of Annual General Meeting

To be held on Thursday, 25 April 2019 at 10.00 am

Notice is hereby given that the Annual General Meeting of RELX PLC (the "Company") will be held in the Ballroom at the Amba Hotel, Strand, London WC2N 5HX on Thursday, 25 April 2019 commencing at 10.00 am for the purpose of considering and, if thought fit, passing the resolutions set out below.

Resolutions 1 to 16 and Resolution 22 will be proposed as ordinary resolutions. All other Resolutions will be proposed as special resolutions.

A description of each resolution is set out in the 'Explanation of business' accompanying this Notice of Annual General Meeting on pages 6 to 8.

• 1. To receive the Company's Annual Report and Financial Statements for the year ended 31 December 2018 (the "2018 Annual Report"), together with the reports of the Directors and auditors thereon.
• 2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy Report) contained within the 2018 Annual Report (the "Annual Remuneration Report").
• 3. To declare a final dividend for 2018 of 29.7p per share on the Company's ordinary shares.
• 4. To re-appoint Ernst & Young LLP as auditors of the Company until the next general meeting of the Company at which accounts are laid.
• 5. To authorise the Audit Committee on behalf of the Board to determine the remuneration of the auditors.
• 6. To elect Andrew Sukawaty as a Director of the Company.
• 7. To re-elect Erik Engstrom as a Director of the Company.
• 8. To re-elect Sir Anthony Habgood as a Director of the Company.
• 9. To re-elect Wolfhart Hauser as a Director of the Company.
• 10. To re-elect Adrian Hennah as a Director of the Company.
• 11. To re-elect Marike van Lier Lels as a Director of the Company.
• 12. To re-elect Nick Luff as a Director of the Company.
• 13. To re-elect Robert MacLeod as a Director of the Company.
• 14. To re-elect Linda Sanford as a Director of the Company.
• 15. To re- elect Suzanne Wood as a Director of the Company.
• 16. That:

• (a) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to:

  • (i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:

• (A) up to an aggregate nominal amount of £94.4 million; and

• (B) comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £188.9 million (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:
• (i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate 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;

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 25 July 2020); and

• (ii) make an offer or agreement, before this authority expires, which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;
• (b) subject to paragraph (c) below all existing authorities given to the Directors pursuant to section 551 of the Act to allot relevant securities (as defined by the Act) by way of the ordinary resolutions of the Company passed on 19 April 2018 and 27 June 2018 be revoked by this resolution; and

• (c) paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

• 17. THAT, subject to the passing of resolution 16 in the Notice of Annual General Meeting of the Company convened for 25 April 2019 and in place of all existing powers, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 16 in the Notice of Annual General Meeting of the Company convened for 25 April 2019 as if section 561(1) of the Act did not apply to the allotment. This power:

• a) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 25 July 2020), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
• b) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 16(a)(i)(B), by way of a rights issue only):
  • i) to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • ii) to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate 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; and

c) in the case of the authority granted under resolution 16(a) (i)(A), shall be limited to the allotment (otherwise than pursuant to paragraph (b)) of equity securities for cash up to an aggregate nominal amount of £14.1 million.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 16 in the Notice of Annual General Meeting of the Company convened for 25 April 2019" were omitted.

18. THAT, subject to the passing of resolution 16 in the Notice of Annual General Meeting of the Company convened for 25 April 2019 and in addition to any power given to them pursuant to resolution 17 in the Notice of Annual General Meeting of the Company convened for 25 April 2019, the Directors be generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 16 in the Notice of Annual General Meeting of the Company convened for 25 April 2019 as if section 561(1) of the Act did not apply to the allotment. This power:

• (a) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 25 July 2020), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
• (b) in the case of the authority granted under resolution 16 (a) (i)(A) shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £14.1 million and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Directors determine 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 the Notice of Annual General Meeting of the Company convened for 25 April 2019.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 16 in the Notice of Annual General Meeting of the Company convened for 25 April 2019" were omitted.

• 19. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of 1451/116p nominal value each in the capital of the Company, such authority to apply until the conclusion of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 25 July 2020) except in relation to the purchase of ordinary shares the contract for which was concluded before such date and which is executed wholly or partly after such date, unless such authority is renewed prior to such time provided that this authority shall be limited so that:
• (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 201.1 million;
• (b) the minimum price (exclusive of expenses) which may be paid for each ordinary share is 1451/116p; 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 middle market quotations for 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 on which the ordinary share is contracted to be purchased; and
  • (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the current highest independent bid for an ordinary share as derived from the London Stock Exchange Trading System.

• 20. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

• 21. THAT, with immediate effect, the Articles of Association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association.

• 22. THAT, subject to the passing of resolution 21 in this Notice of Annual General Meeting of the Company convened for 25 April 2019:
• (a) £4,000,000,000 of the amount standing to the credit of the merger reserve of the Company be capitalised and applied in paying up in full at par one new B ordinary share having a nominal value of £4,000,000,000 (the "Capital Reduction Share"), and the Directors be authorised for the purposes of section 551 of the Companies Act 2006 (the 'Act'), and the members as at a record date of 23 April 2019 at 6.30pm hereby direct the Directors, to allot and issue the Capital Reduction Share to Whitehall Debenture Company Limited upon terms that it is paid up in full by such capitalisation, and such authority shall for the purposes of section 551 of the Act expire at the end of the next Annual General Meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 25 July 2020); and

• (b) the Capital Reduction Share shall have the following rights and restrictions:

  • (i) its holder shall have no right to receive any dividends or other distributions whether of capital or income;
  • (ii) its holder shall have no right to receive notice of, or to attend, speak or vote, either in person or by proxy, at any general meeting of the Company (including in respect of the Capital Reduction Share);
  • (iii) its holder shall, on a return of capital on a liquidation, but not otherwise, be entitled to receive the sum of, in aggregate, £0.01, but only after the holder of each ordinary share or other class of share in the Company has received the amount paid up or credited as paid up on such a share, and its holder shall not be entitled to any further participation in the assets or profits of the Company;
  • (iv) it shall not be transferable save that the Company shall have irrevocable authority from its holder to at any time do all or any of the following without the prior approval of such holder:
  • (A) to appoint any person to execute on behalf of its holder a transfer and/or an agreement to transfer it to any person the Company determines without making any payment to its holder;
  • (B) in accordance with the provisions of the Act, to reduce its capital by cancelling the Capital Reduction Share without making any payment to its holder; and
  • (C) pending such a transfer and/or cancellation to retain the certificates, if any, in respect of the Capital Reduction Share; and

• (v) a reduction by the Company of the capital paid up or credited as paid up on the Capital Reduction Share, the cancellation of the Capital Reduction Share, and/or the creation or issue of further shares in the capital of the Company ranking in priority for payment of a dividend or in respect of capital or which confer on the holders voting rights more favourable than those conferred by the Capital Reduction Share will be deemed as being in accordance with the rights attaching to the Capital Reduction Share and will not involve a variation of such rights for any purpose.

• 23. THAT, subject to the passing of resolution 22 in the Notice of Annual General Meeting of the Company convened for 25 April 2019, the issuance of the Capital Reduction Share and confirmation of the High Court of Justice of England and Wales (the Court), the Capital Reduction Share created and issued pursuant to resolution 22 in this Notice of Annual General Meeting of the Company convened for 25 April 2019 shall be cancelled.

By order of the Board

Henry Udow

Company Secretary 27 February 2019

Registered Office: 1-3 Strand, London WC2N 5JR

Explanation of business

To be proposed at the 2019 Annual General Meeting

Resolution 1 – Annual Report and Financial Statements

The Directors must present the report of the Directors and the accounts of the Company for the year ended 31 December 2018 to shareholders at the AGM. The report of the Directors, the accounts, and the report of the Company's auditors are contained within the 2018 Annual Report, hard copies of which have been sent to those shareholders who have elected to receive it, and is available online at www.relx.com.

Resolution 2 – Annual Remuneration Report

The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company's overall objectives. In compliance with the legislation, shareholders will be invited to approve the Annual Remuneration Report. The vote on the Annual Remuneration Report is advisory in nature in that payments made or promised to directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.

The Annual Remuneration Report is contained in the 2018 Annual Report on pages 87 to 98. It gives details of the Directors' remuneration for the year ended 31 December 2018. The Company's auditors, Ernst & Young LLP, have audited those parts of the Annual Remuneration Report which are required to be audited by law and their report may be found on page 113 of the 2018 Annual Report.

Resolution 3 – Declaration of 2018 Final Dividend

A final dividend can only be paid after the shareholders at a general meeting have approved it. If approved, the final dividend of 29.7p per ordinary share will be paid on 4 June 2019 to shareholders on the register of members at the close of business on 3 May 2019.

Resolutions 4 and 5 – Re-Appointment of Auditors and Auditors' Remuneration

The auditors of the Company must be re-appointed at each general meeting at which accounts are laid. On the recommendation of the Audit Committee, the Board proposes the re-appointment of the Company's existing auditors, Ernst & Young LLP. If resolution 4 is approved, Ernst & Young LLP will be re-appointed until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 5 seeks authority for the Audit Committee on behalf of the Board to determine the auditors' remuneration.

Resolution 6 – Election of Director

Resolution 6 proposes the election of Andrew Sukawaty as a Director of the Company. The Nominations Committee believes that Mr Sukawaty is independent in character and judgement and that there are no relationships or circumstances likely to affect his independence or judgement. Mr Sukawaty has considerable non-executive experience. He is currently Chairman of Inmarsat plc, the satellite telecommunications company. He was formerly a Non-Executive Director and the Senior Independent Director of Sky plc between 2013 and 2018, prior to its takeover by Comcast Corporation in September 2018. Previously, he was Chairman of Ziggo NV, Xyratex Group Ltd and Telenet Group Holdings NV and deputy Chairman of O2 plc. He also served as a Non-Executive Director of Telefonica Europe and Powerware Technologies Inc. Additionally he was Chief Executive Officer of Inmarsat plc, Cable Partners Europe LLC, Sprint Corporation and NTL Group Ltd. Accordingly, the Board recommends his election as a Director of the Company.

Resolutions 7 to 15 – Re-election of Directors

Resolutions 7 to 15 relate to those Directors who are seeking re-election in accordance with the annual re-election provisions of the UK Corporate Governance Code. This year with the exception of Carol Mills and Ben van der Veer who are stepping down as Directors, all Directors are seeking re-election by shareholders.

Based on the results of an internally facilitated Board evaluation carried out during 2018, the Nominations Committee believes that the contribution and performance of each Director seeking re-election at the AGM continues to be effective, and that they each demonstrate commitment to their respective roles.

The Nominations Committee believes that all of the Non-Executive Directors (other than the Chairman) seeking re-election are independent in character and judgement and there are no relationships or circumstances likely to affect their independence or judgement. Accordingly, the Board recommends the re-election of each Director in resolutions 7 to 15.

Resolution 16 – Authority to allot shares

Resolution 16 seeks to renew a similar authority approved by shareholders at the 2018 Annual General Meeting. The Company's Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The authority conferred on the Directors at last year's Annual General Meeting under section 551 of the Companies Act 2006 (the "Act") to allot shares expires on the date of the forthcoming AGM. Accordingly, this resolution seeks a new authority under section 551 of the Act to authorise the Directors to allot shares (including treasury shares) in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and, if approved, will expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, the close of business on 25 July 2020).

Paragraph (A) of resolution 16(a)(i) will, if passed, authorise the Directors to allot shares (including treasury shares) or grant rights to subscribe for, or to convert any security into, such shares in the Company up to a maximum nominal amount of £94.4 million. This amount represents just under 33.3% of the Company's existing issued ordinary share capital (excluding treasury shares) as at 22 February 2019 (being the latest practicable date prior to publication of this Notice of AGM). Paragraph (B) of resolution 16(a) (i) authorises the Directors to allot, including the shares referred to in (A), further of the Company's unissued shares up to an aggregate nominal amount of £188.9 million in connection with a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical problems). This amount represents just under 66.6% of the Company's existing issued ordinary share capital (excluding treasury shares) as at 22 February 2019.

The proposals contained in resolution 16 are in accordance with the current institutional guidelines published by the Investment Association. Although at present the Directors have no intention of exercising this authority, it is considered prudent to maintain the flexibility that it provides.

The Company held 48,381,876 treasury shares as at 22 February 2018. This amount represents 2.46% of the Company's issued ordinary share capital (excluding treasury shares) as at that date.

Resolutions 17 and 18 – Disapplication of pre-emption rights

Under section 561(1) of the Act, if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares, or sell treasury shares for cash they must first offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by allotting shares without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless the shareholders have first given a limited waiver of their pre-emption rights.

Resolutions 17 and 18 ask shareholders to grant this limited waiver. The resolutions will be proposed as special resolutions.

Resolution 17 asks shareholders to waive their pre-emption rights and, apart from rights issues or any other pre-emptive offer concerning equity securities, the authority contained in this resolution will be limited to the allotment of shares for cash up to an aggregate nominal value of £14.1 million (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents 5% (approximately) of the Company's issued ordinary share capital as at 22 February 2019 (the latest practicable date before the publication of this notice), excluding treasury shares.

The waiver sought in resolution 18 is in addition to the waiver proposed by resolution 17. It is limited to the allotment of shares for cash up to an aggregate nominal value of £14.1 million (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents a further 5% (approximately) of the Company's issued ordinary share capital as at 22 February 2019 (the latest practicable date before the publication of this notice), excluding treasury shares. This further waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Pre-emption Group's Statement of Principles.

The Board intends to adhere to the provisions in the Pre-Emption Group's Statement of Principles, and not to allot shares for cash on a non-pre-emptive basis pursuant to the authority in resolution 17:

• a. in excess of an amount equal to 5% of the total issued ordinary share capital of the Company excluding treasury shares; or
• b. save in connection with an acquisition or specified capital investment (as described above), in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company excluding treasury shares within a rolling three-year period, without prior consultation with shareholders.

If approved, the authority contained in resolutions 17 and 18 will expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, the close of business on 25 July 2020).

Resolution 19 – Authority to purchase own shares

This resolution also seeks to renew a similar authority granted by shareholders at the 2018 Annual General Meeting. Resolution 19 authorises the Company to make market purchases of its own ordinary shares as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 201.1 million (representing less than 10% of the issued share

capital of the Company as at 22 February 2019) and sets minimum and maximum prices. The authority will be used only in circumstances where the Directors, after careful consideration, believe that such a purchase would result in an expected increase in adjusted earnings per share and would be in the best interests of the Company and of its shareholders as a whole.

Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange. Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the RELX Group plc employee share plans. To the extent that any shares purchased are held in treasury, earnings per share would only be increased on a temporary basis until such time as the shares are resold out of treasury. As at 22 February 2019, the Company had purchased 22 million ordinary shares under the authority granted by shareholders at the 2018 Annual General Meeting.

RELX announced on 21 February 2019 that it intends to deploy a total of £600 million on buybacks of RELX PLC ordinary shares during 2019 and over £100 million of this year's total has already been completed. It is the Company's current intention that any shares repurchased under this authority will be held in treasury. Any purchases to be made after the expiry of the authority granted by shareholders at the 2018 Annual General Meeting will be made subject to shareholder approval of resolution 19.

The total number of share options outstanding as at 22 February 2019 was 13.1 million. This figure represents 0.67% of the issued ordinary share capital of the Company (excluding treasury shares) at that date. If the Company repurchased the maximum number of shares permitted pursuant to resolution 19, the total number of share options outstanding as at 22 February 2019 would represent 0.75% of the issued share capital of the Company (excluding treasury shares). If approved, the authority contained in resolution 19 will expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, the close of business on 25 July 2020).

Resolution 20 – Notice period for general meetings

The Company's Articles of Association provide that the notice period for a general meeting of shareholders (other than an Annual General Meeting) shall (subject to the provisions of the Act) be at least 14 clear days. Under the Act, as amended by the Companies (Shareholders' Rights) Regulations 2009, the notice period for general meetings of a company has been extended to at least 21 clear days, but with the ability for companies to reduce this period to not less than 14 clear days (other than for an Annual General Meeting) provided that certain conditions are met. The first condition, which the Company already meets, is that there is a facility, offered by the Company and accessible to all shareholders, to appoint proxies by means of a website. The second condition is that the Company submits a resolution to shareholders seeking approval to reduce the notice period from at least 21 clear days to not less than 14 clear days. Resolution 20 seeks such approval.

It is intended that the shorter notice period would not be used as a matter of routine for general meetings of shareholders, but only where the Directors believe that the business of a particular meeting merited a 14 clear days' notice period and it was considered to be to the advantage of shareholders as a whole. If approved by shareholders, the authority contained in resolution 20 will apply until the conclusion of the next Annual General Meeting of the Company.

Resolution 21 – New Articles of Association

It is proposed in resolution 21 to update the Company's existing Articles of Association in connection with the Capitalisation Issue and Capital Reduction described below to confirm the Directors' ability to allot shares where the members by ordinary resolution direct that such shares be issued to a third party.

Resolutions 22 and 23 – Capitalisation Issue and Capital Reduction

On 10 September 2018, the Board announced the completion of the simplification of the corporate structure of RELX through the cross-border merger of the Company and RELX NV with the Company becoming the sole parent company of the Group.

As a result of the cross-border merger, the distributable reserves in RELX NV (approximately €4.0bn) were eliminated and a merger reserve (which does not form part of distributable reserves) was recognised in the Company. While there are sufficient distributable reserves in the Company to fund the projected distribution requirements of the Company in the immediate future, to provide future flexibility, the Company is seeking approval by resolutions 22 and 23 to use part of the merger reserve in order to increase the amount of distributable reserves available to the Company for future dividend payments and share buybacks.

In order to achieve this, it is necessary to first convert £4.0bn of the merger reserve into share capital by issuing the Capital Reduction Share (the Capitalisation Issue), and to then cancel the Capital Reduction Share (the Capital Reduction).

Approval of resolutions 22 and 23 will not result in any change to the nominal value of the Company's ordinary shares, will have no impact on the Company's cash position or on its net assets, will not itself involve any distribution or repayment of capital or share premium by the Company and will not result in any changes to the Company's existing dividend policy. Resolution 22 will, if passed, authorise the Directors to allot a single new B ordinary share with a nominal amount of £4.0bn. This amount does not represent any percentage of the Company's existing issued ordinary share capital (excluding treasury shares) as at 22 February 2019 (being the latest practicable date prior to publication of this Notice of Annual General Meeting). The Directors have the intention of exercising this authority, but if they do not do so, it will expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, the close of business on 25 July 2020).

Resolution 22 seeks approval to carry out the Capitalisation Issue. The amount of the Company's merger reserve being capitalised will be applied in paying up in full the Capital Reduction Share and allotting and issuing such Capital Reduction Share to Whitehall Debenture Company Limited.

The Capital Reduction Share will have extremely limited rights. In particular, the Capital Reduction Share will carry no rights to vote, no rights to participate in the profits of the Company and no rights to participate in the Company's assets save on a liquidation. The Capital Reduction Share will not be transferable. The Capital Reduction Share will have no market value due to its limited rights and the Company expects that the Capital Reduction Share will be cancelled shortly after the Capitalisation Issue. The Capital Reduction Share will not be admitted to the premium listing segment of the Offical List or to trading on any regulated market. Shareholders shall not be entitled to participate in the Capitalisation Issue because the sole purpose of the Capitalisation Issue is to capitalise the merger reserve in order to create distributable reserves in the Company.

Subject to the passing of resolution 22, resolution 23 seeks shareholder approval of the Capital Reduction. In addition to obtaining shareholder approval of resolution 23, the Capital Reduction requires the approval of the Court. Accordingly, if resolutions 22 and 23 are passed, an application will be made to the Court in order to confirm and approve the proposed Capital Reduction.

On the hearing of the Company's application, the Court will be concerned to ensure that the Company's creditors (including contingent creditors) are not prejudiced by the proposed Capital Reduction. The Directors have undertaken a thorough and extensive review of the Company's liabilities (including contingent liabilities) and consider that the Company expects to be able to satisfy the Court that, as at the date (if any) on which the Capital Reduction becomes effective, the Company's creditors will be sufficiently protected.

Subject to any direction given by the Court in confirming the proposed Capital Reduction, the effect of resolution 23, if approved by shareholders, will be to increase the Company's distributable reserves by £4.0bn, being the nominal value of the Capital Reduction Share, and support the Company's ability to pay dividends and undertake share buybacks.

The Directors reserve the right to elect not to proceed with the proposed Capital Reduction if the Directors believe that the terms required to obtain confirmation by the Court are unsatisfactory to the Company or if, as a result of an unforeseen event, the Board considers that to continue with the proposed Capital Reduction would be inappropriate or inadvisable or no longer in the best interests of the Company and its shareholders as a whole.

Subject to the approval of shareholders and the Court, the Capitalisation Issue and Capital Reduction are expected to be carried out before the end of September 2019.

Biographical information

Directors seeking election and re-election at the 2019 Annual General Meeting

ERIK ENGSTROM (55)

Chief Executive Officer

Appointed: Chief Executive Officer of RELX since November 2009. Joined as Chief Executive Officer of Elsevier in 2004. Other appointments: Non-Executive Director of Smith & Nephew

plc. Past appointments: Prior to joining was a partner at General Atlantic Partners. Before that was President and Chief Operating Officer of Random House Inc and President and Chief Executive Officer of Bantam Doubleday Dell, North America. Began his career as a consultant with McKinsey. Served as a Non-Executive Director of Eniro AB and Svenska Cellulosa Aktiebolaget SCA.

Education: Holds a BSc from Stockholm School of Economics, an MSc from the Royal Institute of Technology in Stockholm, and gained an MBA from Harvard Business School as a Fulbright Scholar.

Nationality: Swedish

SIR ANTHONY HABGOOD (72)	R N C
Chairman

Appointed: June 2009

Other appointments: Chairman of Preqin Holding Limited and Deputy Chairman of RG Carter Holdings Limited.

Past appointments: Previously was Chairman of the Court of the Bank of England, Whitbread plc, Bunzl plc, Mölnlycke Health Care Limited and Norwich Research Partners LLP and served as Chief Executive of Bunzl plc, Chief Executive of Tootal Group plc and a Director of The Boston Consulting Group. Formerly Non-Executive Director of Geest plc, Marks and Spencer plc, National Westminster Bank plc, Powergen plc, SVG Capital plc, and Norfolk

and Norwich University Hospitals Trust. Education: Holds an MA in Economics from Cambridge University, an MS in Industrial Administration from Carnegie Mellon

University and an Honorary Doctorate of Civil Law from the University of East Anglia. He is a visiting Fellow at Oxford University. Nationality: British

WOLFHART HAUSER (69) R N C Non-Executive Director

Senior Independent Director

Chairman of the Remuneration Committee

Appointed: April 2013

Other appointments: Chairman of FirstGroup plc and a Non-Executive Director of Associated British Foods plc. Past appointments: Chief Executive Officer of Intertek Group plc from 2005 until 2015. Prior to that he was Chief Executive Officer of TÜV Sud AG between 1998 and 2002 and Chief Executive Officer of TÜV Product Service GmbH for ten years. Formerly a Non-Executive Director of Logica plc.

Education: Holds a master's degree in Medicine from Ludwig-Maximilian-University Munich and a Medical Doctorate from Technical University Munich. Nationality: German

ADRIAN HENNAH (61) A N C Non-Executive Director

Chairman of the Audit Committee

Appointed: April 2011

Other appointments: Chief Financial Officer of Reckitt Benckiser Group plc.

Past appointments: Chief Financial Officer of Smith & Nephew plc from 2006 to 2012. Before that was Chief Financial Officer of Invensys plc, having previously held various senior finance and management positions with GlaxoSmithKline for 18 years. Formerly, a Non-Executive Director of Indivior PLC. Nationality: British

NICK LUFF (51)

Chief Financial Officer

Appointed: September 2014

Other appointments: Non-Executive Director of Rolls-Royce Holdings plc.

Past appointments: Prior to joining the Group was Group Finance Director of Centrica plc from 2007. Before that was Chief Financial Officer at The Peninsular & Oriental Steam Navigation Company (P&O) and its affiliated companies, having previously held a number of senior finance roles at P&O. Began his career as an accountant with KPMG. Formerly a Non-Executive Director of QinetiQ Group plc and Lloyds Banking Group plc.

Education: Has a degree in Mathematics from Oxford University and is a qualified UK Chartered Accountant. Nationality: British

ROBERT MACLEOD (54)	R C
Non-Executive Director

Appointed: April 2016

Other appointments: Appointed as Chief Executive of Johnson Matthey plc in June 2014 after 5 years as Group Finance Director. Past appointments: Prior to joining Johnson Matthey, spent five years as Group Finance Director of WS Atkins plc, having joined as Group Financial Controller in 2003. From 1993 to 2002, held a variety of senior finance and M&A roles with Enterprise Oil plc in the UK and US. Formerly a Non-Executive Director of Aggreko plc. Nationality: British

LINDA SANFORD (66)	R C
Non-Executive Director

Appointed: December 2012

Other appointments: An independent Director of Consolidated Edison, Inc, Pitney Bowes, Inc and ION Trading UK Limited. Serves on the board of trustees of the New York Hall of Science. Past appointments: Senior Vice President, Enterprise Transformation, IBM Corporation until 2014, having joined the company in 1975. A former consultant to The Carlyle Group from 2015 to July 2018. Formerly a Non-Executive Director of ITT Corporation, served on the boards of directors of The Business Council of New York State and the Partnership for New York City, and on the boards of trustees of the State University of New York, St John's University and Rensselaer Polytechnic Institute. Nationality: American

ANDREW SUKAWATY (63) (Proposed for election)

Non-Executive Director

Other appointments: Non-Executive Chairman of Inmarsat plc. Past appointments: Non-Executive Director and the Senior Independent Director of Sky plc between 2013 and 2018. Chairman of Ziggo NV, Xyratex Group Ltd, and Telenet Group Holdings NV, and deputy Chairman of O2 plc. Non-Executive Director of Telefonica Europe (following its acquisition of O2 plc) and Powerwave Technologies Inc, and additionally Chief Executive of Inmarsat plc, Cable Partners Europe LLC, Sprint Corp and NTL Group Ltd.

Nationality: American

SUZANNE WOOD (58) A C

Non-Executive Director

Appointed: September 2017

Other appointments: Senior Vice President and Chief Financial Officer of Vulcan Materials Company.

Past appointments: Served as Group Finance Director of Ashtead Group plc from 2012 to 2018. Chief Financial Officer of Ashtead Group's largest subsidiary, Sunbelt Rentals Inc, from 2003 until 2012. Previously, she also served as Chief Financial Officer of two US publicly-listed companies, Oakwood Homes Corporation and Tultex Corporation.

Nationality: American

MARIKE VAN LIER LELS (59) A N C

Non-Executive Director Workforce Engagement Director

Appointed: July 2015

Other appointments: Member of the Supervisory Boards of NS (Dutch Railways), Dura Vermeer and Innovation Quarter and a member of the Executive Committee of Aegon Association. Past appointments: Member of the Supervisory Boards of TKH Group NV, Royal Imtech NV, Maersk BV, KPN NV, USG People NV and Eneco Holding NV, and Executive Vice President and Chief Operating Officer of the Schiphol Group. Prior to joining Schiphol Group, was a member of the Executive Board of Deutsche Post Euro Express and held various senior positions with Nedlloyd. Member of various Dutch governmental advisory boards. Nationality: Dutch

Board Committee membership key

A Audit Committee

• R Remuneration Committee
• N Nominations Committee
• C Corporate Governance Committee
• Committee Chairman

Notes to Notice of Meeting

Registered shareholders ("members") and shareholders holding their shares through CREST

Proxy appointment

• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and to vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy may only be appointed:
• (i) by completion and return of the Proxy Form enclosed with this Notice of AGM;
• (ii) online at www.relx.com/vote. You will need your personal Voting ID, Task ID and Shareholder Reference Number shown on your Proxy Form; or
• (iii) via the CREST electronic proxy appointment service, as described in paragraphs 8 to 11 below.
• 2. To be valid any Proxy Form or other such instrument appointing a proxy must reach the Company's Registrar not less than 48 hours before the time of the AGM.
• 3. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.

Nominated persons

• 4. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 3 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

Right to attend and vote at the AGM

6. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.30 pm on 23 April 2019 (or if this meeting is adjourned, in the Register of Members at 6.30 pm two days before the date of any adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Total Voting Rights

7. As at 22 February 2019 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital (excluding treasury shares) consisted of 1,963,264,024 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 22 February 2019 were 1,963,264,024.

CREST members

• 8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 9. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (CREST ID RA19) not less than 48 hours before the time of the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 10. CREST members and, where applicable, their CREST sponsors, or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 11. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Corporate representatives

• 12. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that if two or more representatives purport to vote in respect of the same shares:
• if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
• in other cases, the power is treated as not exercised.

Members' requests under section 527 of the Companies Act 2006

• 13. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish a statement on a website setting out any matter relating to:
• (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
• (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last AGM.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Members' resolutions and matters under sections 338 and 338A of the Companies Act 2006

• 14. Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company:
• (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution to be moved at the meeting; and/or
• (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective, (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 13 March 2019, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Attendance at the AGM

• 15. Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
• (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• (ii) the answer has already been given on a website in the form of an answer to a question; or
• (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 16. For those shareholders receiving paper copies, a Registration Form is attached to the Proxy Form enclosed with this Notice. Please bring the Registration Form with you to help facilitate your admission to the meeting. The AGM will start at 10.00 am and registration will be available from 9.15 am. Please arrive by 9.45 am to allow time for registration.
• 17. For the safety and comfort of those attending the AGM, security measures will be in place at the meeting. Certain items will not be permitted in the meeting. These include

cameras, recording equipment, and items of any nature with potential to cause disorder and such other items as the chairman of the meeting may specify. Mobile telephones must be switched off during the meeting.

• 18. The meeting is easily accessible for wheelchair users. A hearing loop system will be provided in the meeting. Please ask at registration if you require assistance.
• 19. Tea and coffee will be available before the commencement of the AGM. Light refreshments with soft drinks will be available immediately after the conclusion of the meeting for approximately one hour.

Availability of documents and other information

• 20. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.relx.com.
• 21. Copies of the following documents will be available for inspection at the registered office of the Company during normal business hours until the date of the AGM, and at the place of the meeting from at least 15 minutes prior to the meeting until its conclusion:
• Executive Directors' service contracts;
• Non-Executive Directors' letters of appointment; and
• proposed new Articles of Association and a copy of the existing Articles of Association marked to show all the proposed changes.
• 22. You may not use any electronic address provided either in this Notice or any related documents (including the AGM Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

Voting results

23. The results of the voting at the AGM will be announced through a Regulatory Information Service and will appear on the Company's website (www.relx.com) following the conclusion of the AGM.

Shareholders holding their shares through Euroclear Nederland (via banks or brokers)

• 24. Shareholders holding their shares through Nederlands Centraal Instituut voor Giraal Effectenverkeer BV ('Euroclear Nederland') via banks and brokers are not included in the Company's Register of Members – such shares are included in the Register of Members under the name of Euroclear Nederland. If shareholders who hold their shares through Euroclear Nederland wish to:
• (i) attend the AGM; or
• (ii) appoint a proxy to attend, speak and vote on their behalf; or
• (iii) give voting instructions without attending the AGM,
• they must instruct Euroclear Nederland accordingly. To do this, shareholders are advised to contact their bank or broker as soon as possible and advise them which of the three options they prefer. Alternatively, shareholders can choose such options electronically by accessing the website www.abnamro.com/evoting and following the instructions. In all cases the validity of the instruction will be conditional upon ownership of the shares at no later than 9.00am (CET) on 23 April 2019. Any instructions, whether by hard copy or by electronic means, must be received by this time.
• Shareholders holding their shares through Euroclear Nederland and who indicate they wish to attend the AGM will not receive an admittance card. They will be asked to identify themselves at the AGM using a valid passport, identity card or driving licence.