Relx PLC — AGM Information 2019

Apr 25, 2019

Non-routine resolutions

Pursuant to listing rule 9.6.2, the following non-routine resolutions were passed at the RELX PLC 2018 Annual General Meeting, duly convened and held on Thursday 25 April 2019:

16 – Authority to allot shares

It was Resolved as an ordinary resolution:

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 – Disapplication of pre-emption rights

It was Resolved as a special resolution:

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 – Additional disapplication of pre-emption rights

It was Resolved as a special resolution:

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 Preemption 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 – Authority to purchase own shares

It was Resolved as a special resolution:

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 14 51/116p 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 14 51/116p; 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 – Notice period for general meetings

It was Resolved as a special resolution:

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 – Adopt new Articles of Association

It was Resolved as a special resolution:

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 – Approve capitalisation issue

It was Resolved as an ordinary resolution:

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 Approve capital reduction

It was Resolved as a special resolution:

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.