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Wolters Kluwer Governance Roadshow Selection & Remuneration Committee of the Supervisory Board of Wolters Kluwer September, 2020 Governance Roadshow, September 2020 1 Forward-looking statements This presentation contains forward-looking statements. These statements may be identified by words such as "expect", "should", "could", "shall", and similar expressions. Wolters Kluwer cautions that such forward-looking statements are qualified by certain risks and uncertainties that could cause actual results and events to differ materially from what is contemplated by the forward-looking statements. Factors which could cause actual results to differ from these forward-looking statements may include, without limitation, general economic conditions, conditions in the markets in which Wolters Kluwer is engaged, behavior of customers, suppliers and competitors, technological developments, the implementation and execution of new ICT systems or outsourcing, legal, tax, and regulatory rules affecting Wolters Kluwer's businesses, as well as risks related to mergers, acquisitions and divestments. In addition, financial risks, such as currency movements, interest rate fluctuations, liquidity and credit risks could influence future results. The foregoing list of factors should not be construed as exhaustive. Wolters Kluwer disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Growth rates are cited in constant currencies unless otherwise noted. Governance Roadshow, September 2020 2 Agenda ◼ Introduction to Wolters Kluwer NV - Selection & Remuneration Committee ◼ How remuneration is aligned to our strategy and objectives ◼ The returns delivered to shareholders ◼ 2020 AGM vote on remuneration policy proposal ◼ Current thoughts on ESG measures ◼ Your views ◼ Appendices Governance Roadshow, September 2020 3 Selection & Remuneration Committee The Selection & Remuneration Committee is responsible for Executive Board succession planning and remuneration policy Frans Cremers Jeanette Horan Ann Ziegler ▪ Chairman of the Supervisory ▪ Member of the Supervisory ▪ Vice-Chairman of the Supervisory Board Board Board ▪ Appointed in 2017 ▪ Appointed in 2016 and ▪ Appointed in 2017 ▪ Chairman of the Selection & reappointed in 2020 ▪ Member of the Selection & Remuneration Committee ▪ Chairman of the Selection & Remuneration Committee dealing with selection and Remuneration Committee dealing ▪ Former Senior Vice President, appointment matters with remuneration matters Chief Financial Officer and ▪ Former CFO and member of the ▪ Former Chief Information Officer Executive Committee Member of Executive Board of VNU N.V. at IBM CDW Corporation ▪ Formerly, Chairman or Board ▪ Non-Executive Director Nokia ▪ Non-Executive Director, Groupon Member SBM Offshore, Vopak, Corporation Inc., Hanesbrands Inc. and US and other companies Foods Governance Roadshow, September 2020 4 Strategy and objectives Our strategy aims to create value for customers, employees, shareholders, and society; we measure performance with TSR, financial, and ESG measures Financial Objectives Broad ESG Objectives Sustain organic product Grow revenues High Customer development at 8-10% of Grow organically Satisfaction revenues (CAPEX + OPEX) Expert Solutions Improve adjusted Innovative Product Drive cost savings to fund operating margin systems & infrastructure & Processes upgrade Increase adjusted High Employee Advance free cash flow Engagement Evolve technology towards in constant currencies fewer scalable platforms; Domain transition to cloud Expertise Increase adjusted Strong Corporate EPS Governance Bolt-on acquisitions that in constant currencies meet strategic & financial Maintain strong criteria; selective disposals Secure and Efficient Drive balance sheet Systems & Processes Allocate capital efficiently, Operational target 2.5x leverage, deliver Agility Improve ROIC Environmentally shareholder returns Sound Practices TSR = Total Shareholder Return; EPS = Earnings per Share; ROIC = Return on Invested Capital Governance Roadshow, September 2020 5 Pay aligned to strategy Our remuneration structure is closely linked to our strategic and financial objectives. We would like to strengthen this alignment and enhance the link to ESG Financial Objectives Broad ESG Objectives Remuneration Components & Current Measures Grow revenues High Customer Base salary: annual increases aligned to Grow organically Satisfaction Wolters Kluwer executives and employees Expert globally and to market practice Solutions Improve adjusted Innovative Product & Short-term incentive: annual bonus linked to operating margin Processes annual targets for revenue, adjusted net profit, adjusted free cash flow, and % digital Increase adjusted High Employee revenues (ESG). No payout if achieve <90% of Advance free cash flow Engagement target; CEO payout capped at 175% of salary in constant currencies Domain Long-term incentive: Increase diluted Strong Corporate Expertise ➢ TSR shares linked to 3-year performance on adjusted EPS Governance in constant currencies Total Shareholder Return relative to TSR peer group. No payout if rel. TSR below median pos. Maintain strong Secure and Efficient ➢ EPS shares linked to 3-year performance Drive balance sheet Systems & Processes against target compound annual growth rate Operational (CAGR) in Diluted EPS. No payout if Diluted EPS performance is <50% of target CAGR. Improve ROIC Environmentally Agility CEO total LTIP (vesting) capped at 427.5% of Sound Practices salary Governance Roadshow, September 2020 6 Remuneration policy objectives Our remuneration policy is closely linked to performance and aims to align management with long-term interests of shareholders while being competitive Pay for ▪ Pay is linked to the achievement of key financial and ESG targets related to our strategy performance ▪ Over 75% of pay is variable and linked to performance against targets ▪ Short-term incentive is linked to annual targets and strategic ▪ Long-term incentive is linked to 3-year performance based on Relative TSR and 3-year progress targets for compound annual growth in Diluted EPS Align with ▪ Majority of incentive is long-term and paid in Wolters Kluwer shares long-term ▪ Policy aligns management with shareholders’ interest and incentivizes management to shareholder create value for shareholders interests ▪ Note: we proposed introducing formal ownership guidelines and a 2-year holding period Be competitive ▪ On target pay is aligned with the median of a blended European and North American pay in a global peer group ▪ Pay peer group is based on companies of similar size, industry, geographic scope, business market for complexity, and financial health talent ▪ TSR peer group also screens for TSR correlation and volatility TSR = Total Shareholder Return; EPS = Earnings per Share Governance Roadshow, September 2020 7 significantly ahead of the Euro Euro of the ahead significantly returns shareholder total delivered has Kluwer Wolters years, eight past the In index European versus performance TSR Note: TSR = Total Shareholder Return. Source: Bloomberg and Nasdaq/FactSet data Nasdaq/FactSet Bloomberg and Source: Return. Shareholder TotalTSR = Note: -38% 2008 (TSR) Shareholder Return Annual Total 2009 19% 2010 12% -15% 2011 2012 22% 2013 40% (%) 2014 26% 2015 Wolters Kluwer Wolters 600 Euro Stoxx 26% 2016 14% 2017 29% Stoxx 2018 21% 2019 28% year one but all in 600 (Begin 2008 (Begin 2019; to End Euro Governance Roadshow, September 2020 September Roadshow, Governance Share PriceShare Performance Stoxx 600 Rebased to WKL) to 600 Rebased 8 American sector peers peers sector American North and European of most that outperformed even has TSR Kluwer Wolters peers sector versus performance TSR Source: Bloomberg and Nasdaq/FactSet Data Nasdaq/FactSet Bloomberg and Source: MSCI Inc. 86% Wolters Kluwer NV 81% Equifax Inc. 77% The Sage Group Plc 75% 3 RELX Plc 74% - Year TSR 2014 Year Intuit Inc. 55% Experian Plc 51% S&P Global, Inc. 43% Informa Plc 43% NortonLifeLock Inc. 35% Thomson Reuters Corp. 28% - Intertek Group Plc 17% 2016 (%) SGS SA 12% John Wiley & Sons, Inc 5% Nielsen Holdings Plc -2% Bureau Veritas SA -7% Pearson Plc -29% News Corp. -35% IHS Markit Ltd. 0% MSCI Inc. 240% S&P Global, Inc. 162% Intuit Inc. 135% 3 IHS Markit Ltd. 113% - Year TSR 2017 Year Governance Roadshow, September 2020 September Roadshow, Governance Wolters Kluwer NV 100% Thomson Reuters Corp. 78% Intertek Group Plc 77% Experian Plc 70% RELX Plc 41% SGS SA 41% - 2019 2019 (%) Informa Plc 37% Bureau Veritas SA 37% News Corp. 29% Equifax Inc. 23% The Sage Group Plc 23% NortonLifeLock Inc. 11% John Wiley & Sons -4% Pearson Plc -14% 9 Nielson Holdings Plc -45% 2020 AGM results The Committee was disappointed with the voting outcome on 2020 AGM remuneration resolutions ◼ At our 2020 AGM, we proposed changes to our remuneration policy, disclosed our pay peer group, and updated our TSR peer group – STIP: Pre-defined list of STIP measures, including ESG measures – LTIP: Proposed using Diluted Adjusted EPS instead of Diluted EPS; proposed introducing share ownership requirements and adding a 2-year holding period ◼ The proposed remuneration policy received 52% of votes in favor, but not the 75% majority required to pass in The Netherlands ◼ Of the votes cast by our top 20 shareholders, 65%-70%* were in favor of the proposed new remuneration policy. ◼ Proxy advisor Glass Lewis recommended shareholders vote in favor of the proposed
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