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2015 Notice of AGM (Pdf) 165203 Project Informa - Notice of AGM COVER_165203 Project Informa - Notice of AGM COVER 14/04/2015 15:08 Page 1 THISTHIS DOCUMENTDOCUMENT INFORMAINFORMA PLCPLC ISIS IMPORTANTIMPORTTAANT ANDAND NOTICENOTICE OFOF REQUIRESREQUIRES YYOYOUROUR ANNUALANNUUAAL GGENERALENERAL MEETINGMEETING IMMEDIATEIMMEDIAATTE ATTENTION.AATTTENTION. IfIf youyou areare iinn aanyny ddoubtoubt aaboutbout tthehe aactionction 20152015 youyou shouldshould ttake,ake, youyou shouldshould immediatelyimmediately consultconsult a sstockbroker,tockbroker, ssolicitor,olicitor, accountantaccountant oror otherother independentindependent FridayFriday 22 MMayaayy 22015015 aatt 99.00.00 am.am. financialfinancial aadviserdviser aauthoriseduthorised underunder thethe FinancialFinancial ServicesServices andand MarketsMarkets ActAct TToo bbee heldheld atat 2000.2000. IfIf youyou havehave soldsold oror otherwiseotherwise TThehe MMondrianondrian LLondonondon transferredtransferred allall youryour sharesshares inin InformaInforma PLC,PLC, pleaseplease passpass thisthis documentdocument andand 2200 UUpperpper GGroundround thethe accompanyingaccompanying formform ofof proxyproxy toto thethe LLondonondonn SSE1E1 99PDPD purchaserpurchaser oror transferee,transferee, oror toto thethe personperson whowho arrangedarranged thethe ssaleale oror transfertransfer soso theythey cancan ppassass tthesehese ddocumentsocuments ttoo thethe personperson whowho nownow holdsholds thethe shares.shares. 165203 Project Informa - Notice of AGM Intro_165203 Project Informa - Notice of AGM Intro 14/04/2015 15:09 Page 02 20 April 2015 Dear Shareholder, ANNUAL GENERAL MEETING – 2015 I have pleasure in inviting you to the Company’s 2015 Annual General Meeting (AGM) to be held on Friday 22 May 2015 at 9.00 am on the Lower Ground Floor, The Mondrian London, 20 Upper Ground, London SE1 9PD. The formal notice convening the AGM (the Notice of Meeting) is on pages 3 to 6 of this document which sets out the business to be considered at the meeting. On 30 May 2014, the Informa group of companies completed a re-domiciliation from Jersey to the UK, by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (the Scheme), pursuant to which the Company became the new parent company of the Group, replacing Jersey-incorporated Informa plc (Old Informa). The Scheme has not resulted in any significant changes in the day-to-day conduct of the businesses of Informa, its strategy or its dividend policy. The Company continued to have the same Board and management team as Old Informa on the date that the Scheme became effective, and the implementation of the Scheme did not result in any material changes to corporate governance or existing investor protections which applied in relation to Informa. This first AGM of the Company provides an opportunity for your Directors to meet with you, provide our thoughts on the development of the Company and answer your questions. Accordingly, we encourage shareholders to attend the meeting. If you would like to vote on the resolutions but are unable to attend, please complete your Form of Proxy sent to you with this Notice of Meeting and return it to be received as soon as possible and by no later than 9.00 am on 20 May 2015. Alternatively, shareholders may register the appointment of a proxy electronically by logging on to the website www.investorcentre.co.uk/eproxy. Electronic proxy appointments must also be lodged no later than 9.00 am on 20 May 2015. Further information on the various ways you can appoint a proxy is given in the Shareholder Notes on pages 7 to 8. Please note that if you complete and return a Form of Proxy, you may still attend, speak and vote at the meeting in person. We will take all resolutions on a poll vote. On a poll, each shareholder has one vote for every share held. The results of the voting will be posted on the Company’s website after the meeting and notified to the London Stock Exchange. There are 19 resolutions proposed this year. Explanatory notes for each proposed resolution are contained in Part II of the enclosed Notice of Meeting. Your Directors consider the resolutions proposed to be in the best interests of shareholders as a whole and unanimously recommend shareholders to vote in favour of them all, as they intend to do in respect of their own shareholdings. The other Directors and I look forward to seeing as many of you as possible at the meeting and thank you for your continued support. Yours sincerely, Derek Mapp Chairman Registered Office: Mortimer House, 37-41 Mortimer Street, London W1T 3JH Registered in England & Wales No: 8860726 02 Informa PLC Notice of Annual General Meeting 2015 165203 Project Informa - Notice of AGM Part 1_163032 Project Boris - Notice of AGM Part 1 14/04/2015 15:10 Page 03 Part I NOTICE OF 2015 ANNUAL GENERAL Resolution 15 MEETING In accordance with sections 366 and 367 of the Companies Act 2006 (the Act), to authorise the Company Notice is hereby given that the 2015 Annual General and all companies that are its subsidiaries at any time Meeting of Informa PLC will be held on the Lower Ground during the period for which this Resolution has effect to: Floor, The Mondrian London, 20 Upper Ground, London SE1 9PD on Friday 22 May 2015 at 9.00 am, to consider (i) make political donations to political parties or the following business: independent election candidates (as such terms are defined in sections 363 and 364 of the Act), not Resolutions 1 to 16 will be proposed as Ordinary exceeding £30,000 in aggregate; Resolutions. Resolutions 17, 18 and 19 will be proposed as Special Resolutions. (ii) make political donations to political organisations other than political parties (as such terms are defined in ORDINARY RESOLUTIONS sections 363 and 364 of the Act), not exceeding £30,000 in aggregate; and Resolution 1 To receive the accounts of the Company for the year (iii) incur political expenditure (as such term is defined in ended 31 December 2014 and the reports of the Directors section 365 of the Act), not exceeding £30,000 in and auditor on such accounts. aggregate. Resolution 2 This authority shall commence on the date of this To declare a final dividend for the year ended 31 December Resolution and expire at the conclusion of the next Annual 2014 of 12.9 pence per ordinary share. General Meeting of the Company or, if earlier, at the close Resolution 3 of business on 31 July 2016. To receive and approve the Directors' Remuneration Policy, Resolution 16 which forms the first part of the Directors' Remuneration In substitution for all existing authorities, to authorise the Report contained within the Annual Report and Financial Directors generally and unconditionally to exercise all the Statements for the year ended 31 December 2014. powers of the Company to allot shares in the Company Resolution 4 and to grant rights to subscribe for or convert any security To receive and approve the Directors' Implementation into shares in the Company: Report, which forms the second part of the Directors' (i) up to an aggregate nominal amount of £216,313 (such Remuneration Report contained within the Annual Report amount to be reduced by the aggregate nominal and Financial Statements for the year ended 31 December amount allotted or granted under paragraph (ii) of this 2014. Resolution 16 in excess of £216,313); and Resolution 5 (ii) comprising equity securities (as defined in section 560 To elect Gareth Wright as a Director. of the Act) up to an aggregate amount of £432,627 Resolution 6 (such amount to be reduced by the aggregate nominal To re-elect Derek Mapp as a Director. amount allotted or granted under paragraph (i) of this Resolution 16) in connection with an offer by way of a Resolution 7 rights issue: To re-elect Stephen A. Carter CBE as a Director. a) to ordinary shareholders in proportion (as nearly as Resolution 8 may be practicable) to their existing holdings; and To re-elect John Davis as a Director. b) to holders of other equity securities as required by Resolution 9 the rights of those securities or as the Directors To re-elect Dr Brendan O'Neill as a Director. otherwise consider necessary, Resolution 10 and so that the Directors may impose any limits or To re-elect Cindy Rose as a Director. restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury Resolution 11 shares, fractional entitlements, record dates, legal, To re-elect Helen Owers as a Director. regulatory or practical problems in, or under the laws Resolution 12 of, any territory or any other matter. To re-elect Gareth Bullock as a Director. This authority shall expire at the conclusion of the next Resolution 13 Annual General Meeting of the Company or, if earlier, at To re-appoint Deloitte LLP, as auditor of the Company to the close of business on 31 July 2016 (unless previously hold office until the conclusion of the Company’s Annual renewed, varied or revoked by the Company in a general General Meeting in 2016. meeting), provided that the Company may make offers and enter into agreements before this authority expires Resolution 14 which would, or might, require equity securities to be To authorise the Directors to determine the remuneration allotted or subscription or conversion rights to be granted of the auditor. after the authority expires and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if this authority had not expired. Informa PLC Notice of Annual General Meeting 2015 03 165203 Project Informa - Notice of AGM Part 1_163032 Project Boris - Notice of AGM Part 1 14/04/2015 15:10 Page 04 SPECIAL RESOLUTIONS share and the highest current independent bid for an Resolution 17 ordinary share on the trading venues where the In substitution for all existing powers and subject to the purchase is carried out.
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