Relx PLC — AGM Information 2020

Apr 23, 2020

Notice of General Meeting

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 appropriately authorised independent professional adviser. If you have sold or otherwise transferred all your shares in the Company, please send this Notice of 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.

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

Dear Shareholder,

This document sets out a proposed increase to the borrowing limit contained in the Company's Articles of Association which the Board proposes in order to ensure that the Group continues to operate in an efficient manner.

General Meeting

Set out in this document is the business of RELX PLC's (the "Company") General Meeting that will be held at 10.00am on Tuesday, 26 May 2020 at Lexis House, 30 Farringdon Street, London EC4A 4HH.

The Notice of General Meeting can be found on page 2 of this document and contains a resolution recommending an increase of our borrowing limit primarily to accommodate fluctuations in exchange rates but also to reflect the growth and needs of the Group since the current limit was adopted in 2002. A significant proportion of our borrowings are in US dollars and Euros. However, our borrowing limit is expressed in sterling. There have been significant changes to exchange rates since the adoption of the borrowing limit in 2002, and the Group's business has grown considerably since that time. Your Board considers it prudent and timely to refresh our borrowing limit in order to bring it in line with the current size and scale of our operations as well as recognising current foreign currency exchange rates. Adopting this higher limit will not change the Company's borrowing policy and the Board considers it to be in the best commercial interests of the Group.

Alternative arrangements due to COVID-19 – Voting by proxy and not in person

In response to the current COVID-19 crisis, the UK Government has established compulsory "Stay at Home Measures" prohibiting, amongst other things, public gatherings of more than two people.

In light of these measures, the General Meeting will be run as a closed meeting and shareholders will not be able to attend in person. The General Meeting will be convened with the minimum quorum of two shareholders necessary to conduct the business of the meeting and the attendance of these two shareholders will be facilitated by the Company. Other shareholders are advised against attempting to attend the General Meeting.

The Board is keen to ensure that shareholders are able to exercise their right to vote notwithstanding the Stay at Home Measures. If you wish to participate in the General Meeting, you are strongly encouraged to appoint the Chair of the General Meeting as your proxy and give your instructions on how you wish the Chair to vote on the resolution.

Information on how to appoint your proxy can be found in the Notes to the Notice of General Meeting set out on pages 3 and 4. To be valid, your proxy appointment must be received by 10.00am on Thursday, 21 May 2020. The resolution proposed at the General Meeting will be decided by poll in accordance with current recommended best practice.

The Board will continue to monitor the situation, and the Company will make any further announcements that may be required with regards to the General Meeting by way of a Regulatory News Service and on the Company's website.

Recommendation

Your Board considers that the proposed resolution set out in the Notice of General Meeting is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolution set out on page 2, as each of the Directors intends to do in respect of their own shareholdings.

Questions

Shareholders may ask questions regarding the business of the General Meeting by sending an email to PLC.secretariat@relx.com. Please submit any questions by 10.00am on Thursday, 21 May 2020. Answers to questions submitted by shareholders where appropriate will be published on the Company's website (www.relx.com) following the General Meeting.

Yours faithfully

Sir Anthony Habgood

23 April 2020

Chair

Notice of General Meeting

To be held on Tuesday, 26 May 2020 at 10.00am

Notice is hereby given that the General Meeting of RELX PLC (the "Company") will be held at Lexis House, 30 Farringdon Street, London EC4A 4HH on Tuesday, 26 May 2020 commencing at 10.00am for the purpose of considering and, if thought fit, passing the ordinary resolution set out below.

Ordinary Resolution

THAT the increase in the borrowing limit set out in subparagraph (i) of Article 132 of the Company's Articles of Association from £8,000,000,000 to £12,000,000,000 be and is hereby approved.

Questions

If you wish to submit any questions in relation to the business of the General Meeting, please send these by email to PLC.secretariat@relx.com. Please submit any questions by 10.00am on Thursday, 21 May 2020. Answers to questions submitted by shareholders where appropriate will be made available on the Company's website (www.relx.com) following the General Meeting.

By order of the Board

Henry Udow

Company Secretary 23 April 2020

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

Explanation of business

to be proposed at the General Meeting

The resolution – increase to the borrowing limit contained in the Company's Articles of Association (the "Articles") Article 132 of the Articles restricts the borrowings of the Group to an amount equal to the higher of: (i) £8bn; and (ii) two and

a half times the adjusted total of capital and reserves. The resolution, if approved by shareholders at the General Meeting, will sanction an increase in the borrowing limit set out in subparagraph (i) of Article 132 of the Articles from the current limit of £8bn to £12bn. The limit in subparagraph (ii) will remain unchanged.

The limit on net debt contained in subparagraph (i) of Article 132 is expressed in sterling. As the Group borrows mainly in US dollars and euros, recent significant fluctuations and the inherent unpredictability in exchange rates may result in this borrowing limit being reached or exceeded even without the Company undertaking any further borrowings. At 31 December 2019, converting our US dollar and euro denominated debt at the year-end exchange rates of \$1.33 and €1.18 to the pound, our net debt was £6.2bn. However, for example, converting the same level of debt at \$1.15 and €1.08 to the pound (rates reached on 20 March 2020), the equivalent figure would be £7.0bn. Against the current limit of £8bn, this would leave only limited room for further exchange rate movements or normal seasonal variations in debt levels.

The Board considers it prudent and timely to increase the borrowing limit in order to ensure that the Company will not be in breach of the limit by reason of fluctuations in exchange rates and to also reflect the growth and needs of the business since the current limit was adopted back in 2002.

Notes to Notice of Meeting

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

Alternative arrangements due to COVID-19 – Voting by proxy and not in person

As a result of the ongoing spread of the COVID-19 virus within the United Kingdom, and in particular the imposition of mandatory measures by the UK Government related to social distancing and the prohibition of public gatherings of more than two people, shareholders are not permitted to attend the General Meeting. Shareholders are advised against attempting to attend the General Meeting.

Shareholders who would usually be entitled to attend and vote at the General Meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to vote on their behalf at the General Meeting. You are strongly encouraged to appoint the Chair of the General Meeting as your proxy in advance of the General Meeting.

Proxy appointment

A proxy may only be appointed:

• by completion and return of the Proxy Form enclosed with this Notice of General Meeting;
• 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
• via the CREST electronic proxy appointment service, as described in the section entitled "CREST members".

To be valid, any completed Proxy Form must be returned, and any online or electronic proxy appointment must be transmitted so as to be received by the Company's Registrar no later than 10.00am on Thursday, 21 May 2020 (or no later than two business days before the time appointed for any adjourned meeting).

Nominated persons

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 General Meeting.

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.

The statement of the rights of shareholders in relation to the appointment of proxies set out in the section entitled "Proxy appointment" above does not apply to Nominated Persons. The rights described in the aforementioned section can only be exercised by shareholders of the Company.

Right to attend and vote at the General Meeting

To be entitled to vote at the General Meeting (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 6.30pm on Thursday, 21 May 2020 (or if this meeting is adjourned, in the Register of Members at 6.30pm two business 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 vote at the meeting.

Total Voting Rights

As at 22 April 2020 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital (excluding treasury shares) consisted of 1,931,354,294 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 22 April 2020 were 1,931,354,294.

CREST members

CREST members who wish to appoint the Chair of the General Meeting as their proxy (which we strongly encourage) 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.

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) no later than 10.00am on Thursday, 21 May 2020 (or no later than two business days before the time appointed for any adjourned meeting).

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.

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.

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

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.

Availability of documents and other information

A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.relx.com.

You may not use any electronic address provided either in this Notice or any related documents (including the General Meeting Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

Voting results

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

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

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 appoint the Chair of the General Meeting as their proxy to attend, vote on their behalf or give voting instructions without attending the General Meeting, they must instruct Euroclear Nederland accordingly.

You are strongly encouraged to appoint the Chair of the General Meeting as your proxy. To do this, shareholders are advised to contact their bank or broker as soon as possible and advise them which of these 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 Thursday, 21 May 2020. Any instructions, whether by hard copy or by electronic means, must be received by this time.